N-CSR

OMB APPROVAL

OMB Number: 3235-0570

Expires: January 31, 2014

Estimated average burden

hours per response: 20.6

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 1000 Houston, Texas 77046

(Address of principal executive offices) (Zip code)

Philip A. Taylor

11 Greenway Plaza,

Suite 1000 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: 08/31/13

Item 1. Report to Stockholders.

	Annual Report to Shareholders	August 31, 2013
	Invesco American Franchise Fund
	Nasdaq:
	A: VAFAX ¡ B: VAFBX ¡ C: VAFCX ¡ R: VAFRX ¡ Y: VAFIX ¡ R5: VAFNX ¡ R6: VAFFX

Letters to Shareholders

Philip Taylor Dear Shareholders: Enclosed in this annual report, you’ll find information about your Fund and the factors that affected its performance during the reporting period. Inside, you’ll also find a discussion from your portfolio managers about how they managed your Fund, as well as performance data for your Fund, a complete list of your Fund’s investments as of the close of the reporting period and other important information. I hope you find this report of interest.     During the reporting period covered by this report, major US equity indexes made multiyear or even all-time highs.¹ Economic data were generally positive; housing and consumer spending data were particularly encouraging. Nonetheless, economic uncertainty and concern about continuing political and budget gridlock in Washington persisted. The US Federal Reserve’s deliberate vagueness about when, and to what degree, it might begin to curtail its

extraordinarily accommodative monetary policies – together with uncertainty about who will next lead the central bank – affected fixed income and equity markets alike. Most developed, non-US stock markets remained positive for the first half of 2013, despite a difficult second quarter.

    Periods of market volatility and economic uncertainty can weaken the will of even the most resolute investor. That’s why Invesco believes it’s often helpful to work with a skilled and trusted financial adviser who can emphasize the importance of adhering to an investment plan designed to achieve long-term goals rather than being sidetracked by short-term uncertainty that can result in inaction. A financial adviser who is familiar with your individual financial situation, investment goals and risk tolerance can be an invaluable partner as you work toward your financial goals. He or she can provide insight and perspective when markets are volatile; encouragement and reassurance when times are uncertain; and advice and guidance when your financial situation or investment goals change.

    Our website, invesco.com/us, is another source of timely insight and information for investors. On the website, you’ll find fund-specific as well as more general information from many of Invesco’s investment professionals. You’ll find in-depth articles, video clips and audio commentaries – and, of course, you also can access information about your Invesco account whenever it’s convenient for you.

What we mean by Intentional Investing

At Invesco, all of our people and all of our resources are dedicated to helping investors achieve their financial objectives. It’s a philosophy we call Intentional Investing, and it guides the way we:

n Manage investments – Our dedicated investment professionals search the world for the best opportunities, and each investment team follows a clear, disciplined process to build portfolios and mitigate risk.

n Provide choices – We offer multiple investment strategies, allowing you and your financial adviser to build a portfolio that’s purpose-built for your needs.

n Connect with you – We’re committed to giving you the expert insights you need to make informed investing decisions, and we are well-equipped to provide high-quality support for investors and advisers.

    At Invesco, we believe in putting investors first. That’s why investment management is all we do. Our sole focus on managing your money allows you and your financial adviser to build a portfolio of Invesco funds appropriate for your investment needs and goals today and when your circumstances change.

Have questions?

For questions about your account, feel free to contact an Invesco client services representative at 800 959 4246. For Invesco-related questions or comments, please email me directly at phil@invesco.com.

    All of us at Invesco look forward to serving your investment management needs for many years to come. Thank you for investing with us.

Sincerely,

Philip Taylor

Senior Managing Director, Invesco Ltd.

1   Source: Reuters

2                          Invesco American Franchise Fund

Bruce Crockett Dear Fellow Shareholders: The Invesco Funds Board has worked on a variety of issues over the last several months, and I’d like to take this opportunity to discuss two that affect you and our fellow fund shareholders. The first issue on which your Board has been working is our annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This annual review, which is required by the Investment Company Act of 1940, focuses on the nature and quality of the services Invesco provides as adviser to the Invesco Funds and the reasonableness of the fees that it charges for those services. Each year, we spend months reviewing detailed information that we request from Invesco that allows us to evaluate its services and fees. We also use information from many independent sources, including materials provided by the independent Senior Officer of the Invesco Funds, who reports directly to the independent Trustees on the Board. Additionally, we meet with independent legal counsel and review

performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field.

    I’m pleased to report that the Board determined in June that renewing the investment advisory agreement and the sub-advisory contracts with Invesco Advisers and its affiliates would serve the best interests of each fund and its shareholders.

    The second area of focus to highlight is the Board’s efforts to ensure that we provide a lineup of funds that allow financial advisers to build portfolios that meet shareholders’ changing financial needs and goals. Today, more and more investors are reaching, or approaching, retirement. But interest rates remain low, making it difficult for many investors to generate the income they need, or will soon need, in their retirement years.

    The members of your Board think about these things, too, and we’ve worked with Invesco Advisers to provide more income-generating options in the Invesco Funds lineup to help shareholders potentially meet their income needs. Your Board recently approved changes to three existing equity mutual funds, increasing their focus on generating income while also seeking to provide long-term growth of capital.

    As a result of these changes, the funds and their respective management teams now have more flexibility to invest in the types of securities that could meet investors’ growing need for income generation, and in some cases, also help investors diversify their sources of income. These equity funds complement an array of fixed-income, asset allocation and alternative investment options in the Invesco Funds lineup designed to accommodate a variety of risk tolerances.

    Be assured that your Board will continue working on behalf of fund shareholders, keeping your needs and interests uppermost in our minds.

    As always, please contact me at bruce@brucecrockett.com with any questions or concerns you may have. On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.

Sincerely,

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

3                          Invesco American Franchise Fund

Management’s Discussion of Fund Performance

Performance summary

For the fiscal year ended August 31, 2013, Invesco American Franchise Fund, at net asset value (NAV), had positive returns and outperformed its style-specific benchmark, the Russell 1000 Growth Index. Outperformance was driven primarily by stock selection in several sectors, including the information technology (IT), consumer discretionary, health care and telecommunication services sectors.

    Your Fund’s long-term performance appears later in this report.

Fund vs. Indexes

Total returns, 8/31/12 to 8/31/13, 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	18.89	%
Class B Shares	18.90
Class C Shares	17.93
Class R Shares	18.58
Class Y Shares	19.13
Class R5 Shares	19.22
Class R6 Shares*	19.40
S&P 500 Index‚ (Broad Market Index)	18.70
Russell 1000 Growth Indexn (Style-Specific Index)	16.43
Lipper Large-Cap Growth Funds Index¿ (Peer Group Index)	17.56

Source(s): ^‚Invesco, S&P-Dow Jones via FactSet Research Systems Inc.;

ⁿInvesco, Russell via FactSet Research Systems Inc.; ^¿Lipper Inc.

* Share class incepted during the reporting period. See page 7 for a detailed explanation of Fund performance.

How we invest

Under normal market conditions, the Fund invests at least 80% of its net assets (plus any borrowing for investment purposes) in securities of US issuers at the time of investment.

    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. 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 we attempt 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 fiscal year ended August 31, 2013, began with some downward volatility in US equity markets. Starting in the fall of 2012, markets began an upward trend that continued through much of the reporting period. In early fall, the European Central Bank implemented new measures to support member economies and the US Federal Reserve (the Fed) initiated a third round of quantitative easing (QE), or fiscal stimulus, which caused consumer sentiment to improve. Uncertainty surrounding US election results, “fiscal cliff” negotiations and sequestration spending cuts in early 2013, however, made many businesses hesitant to spend during the first quarter of the year. However, for the first time in years, markets appeared willing to look past headline events.

    From late May through June, the capital markets began a sell-off following Fed Chairman Ben Bernanke’s comments about reducing QE. Since December 2012, the Fed has purchased $85 billion¹ of US Treasuries and mortage-backed

Portfolio Composition
By sector
Information Technology	32.4	%
Consumer Discretionary	22.8
Health Care	14.0
Industrials	10.5
Financials	6.7
Energy	6.2
Consumer Staples	4.3
Telecommunication Services	2.1
Money Market Funds
Plus Other Assets Less Liabilities	1.0

Top 10 Equity Holdings
1. Apple Inc.	6.0	%
2. Facebook Inc.-Class A	5.9
3. DISH Network Corp.-Class A	4.2
4. Gilead Sciences, Inc.	4.1
5. Google Inc.-Class A	3.6
6. QUALCOMM, Inc.	2.9
7. Lowe’s Cos., Inc.	2.8
8. Celgene Corp.	2.7
9. Priceline.com Inc.	2.3
10. Mondelez International Inc.-Class A	2.3

Total Net Assets	$6.3 billion
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 American Franchise Fund

securities each month to increase liquidity and ensure low long-term interest rates in an effort to spur the housing and real estate markets. Few asset classes were immune from this broad sell-off, which caused bonds, stocks and commodities to decline. Precious metals were particularly hard hit, and fixed-income investors scrambled to sell bonds in anticipation of higher yields. The markets stabilized in mid-summer; however, August brought more selling in the equity and bond markets and yields continued to rise.

    During the reporting period, the Fund, at NAV, had double-digit positive returns and outperformed the Russell 1000 Growth Index due primarily to positive stock selection in several sectors. The Fund outperformed its style-specific index by the widest margins in the IT, consumer discretionary, health care and telecommunication services sectors. Some of this outperformance was offset by negative stock selection in the industrials sector.

    The IT sector was the leading contributor to relative Fund performance, driven primarily by strong stock selection. The largest individual stock contributor was social networking company Facebook. The company benefited from an increase in ad revenue due primarily to progress made in promotions on smartphones and tablets. Additional IT contributors included Internet search giant Google and credit card company Visa.

    Strong stock selection also drove the Fund’s outperformance versus the Russell 1000 Growth Index in the consumer discretionary sector. One of the leading contributors for the Fund was Dish Network, a leading provider of satellite cable television. The stock benefited from significant discussions about strategic corporate partnerships resulting from its valuable broadband spectrum assets. Another contributor to Fund performance was Priceline.com, an online travel company. The company benefited from a merger with online services provider Kayak Software (not a Fund holding) during the reporting period.

    Strong stock selection in the health care sector also contributed to the Fund’s positive performance. One of the strongest contributors to Fund performance was biopharmaceutical company Gilead Sciences. The company is a leader in the treatment of HIV; however, the stock benefited most from news that tests for a new drug to treat hepatitis C were successful. Additionally, it announced that development of a potential cancer treatment

was progressing more quickly than had been anticipated. Another strong contributor in the health care sector was Celgene, a biotechnology company with a growing leadership in cancer drugs. During the reporting period, Celgene successfully introduced several additional products to diversify its business and drive growth.

    The telecommunication services sector was the strongest performing sector for the Fund on an absolute basis during the reporting period. Wireless communications company Sprint Corp. was a strong contributor to performance as it entertained several offers for a strategic partnership, resulting in a higher stock price before the company finally agreed to a merger during the reporting period.

    Some of the Fund’s outperformance was offset by underperformance in the industrials sector, driven primarily by weak stock selection. Despite posting strong positive returns in this sector, the Fund underperformed its style-specific benchmark due to not owning several of the strongest performing names that were part of the Russell 1000 Growth Index during the reporting period, including Honeywell International and 3M.

    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.

    We thank you for your commitment to Invesco American Franchise Fund.

1   Source: US Federal Reserve

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, if applicable, index disclosures later in this report.

	Erik Voss Chartered Financial Analyst, portfolio manager, is lead manager of Invesco American Franchise Fund. He joined
Invesco in 2010. Mr. Voss earned a BS in mathematics and an MS in finance from the University of Wisconsin.

	Ido Cohen Portfolio manager, is manager of Invesco American Franchise Fund. He joined Invesco in 2010. Mr. Cohen earned a
BS in economics from The Wharton School of the University of Pennsylvania.

5                          Invesco American Franchise Fund

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class(es) since Inception

Fund data from 6/23/05; index data from 6/30/05

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 contingent deferred sales charges, if applicable. 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 American Franchise Fund

Average Annual Total Returns

As of 8/31/13, including maximum applicable sales charges

Class A Shares
Inception (6/23/05)	5.96	%
5 Years	7.44
1 Year	12.31
Class B Shares
Inception (6/23/05)	6.09	%
5 Years	7.91
1 Year	13.90
Class C Shares
Inception (6/23/05)	5.92	%
5 Years	7.91
1 Year	16.93
Class R Shares
Inception	6.42	%
5 Years	8.40
1 Year	18.58
Class Y Shares
Inception (6/23/05)	6.93	%
5 Years	8.92
1 Year	19.13
Class R5 Shares
Inception	6.82	%
5 Years	8.89
1 Year	19.22
Class R6 Shares
Inception	6.74	%
5 Years	8.77
1 Year	19.40

Effective June 1, 2010, Class A, Class B, Class C and Class I shares of the predecessor fund, Van Kampen American Franchise 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 (renamed Invesco 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 American Franchise Fund. Share class returns will differ from the predecessor fund because of different expenses.

    Class R shares incepted on May 23, 2011. Performance shown prior to that date is that of the Fund’s and the predecessor fund’s Class A shares, restated to reflect the higher 12b-1 fees applicable to Class R shares. Class A share performance reflects any applicable fee waivers or expense reimbursements.

Average Annual Total Returns

As of 6/30/13, the most recent calendar quarter end, including maximum applicable sales charges

Class A Shares
Inception (6/23/05)	5.10	%
5 Years	7.14
1 Year	7.63
Class B Shares
Inception (6/23/05)	5.23	%
5 Years	7.56
1 Year	8.83
Class C Shares
Inception (6/23/05)	5.09	%
5 Years	7.63
1 Year	12.16
Class R Shares
Inception	5.58	%
5 Years	8.09
1 Year	13.62
Class Y Shares
Inception (6/23/05)	6.08	%
5 Years	8.62
1 Year	14.24
Class R5 Shares
Inception	5.97	%
5 Years	8.57
1 Year	14.31
Class R6 Shares
Inception	5.89	%
5 Years	8.43
1 Year	14.25

    Class R5 shares incepted on December 22, 2010. Performance shown prior to that date is that of the Fund’s and the predecessor fund’s Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A share performance reflects any applicable fee waivers or expense reimbursements.

    Class R6 shares incepted on September 24, 2012. Performance shown prior to that date is that of the Fund’s and the predecessor fund’s Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A share 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, Class R5 and Class R6 shares was 1.18%, 1.18%, 1.93%, 1.43%, 0.93%, 0.69% and 0.64%, 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, Class R5 and Class R6 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 B shares in the past, performance would have been lower.

7                          Invesco American Franchise Fund

Invesco 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, 2013, 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 Class B shares may not be purchased for new or additional investments. Please see the prospectus for more information.

n Class R shares are generally available only to employer sponsored retirement and benefit 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 Class R5 shares and Class R6 shares are primarily intended for employer sponsored retirement and benefit plans that meet certain standards and for institutional investors. On September 24, 2012, Institutional Class shares were renamed Class R5 shares. Please see the prospectus for more information.

Principal risks of investing in the Fund

n Foreign risk. 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 Growth investing risk. 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 Management risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.

n Market risk. The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment, general economic and market conditions, regional or global instability, and currency and interest rate fluctuations.

n Medium-sized companies risk. The securities of medium-sized companies may be subject to more abrupt or erratic market movements than securities of larger-sized companies or the market averages in general. In addition, such companies typically are subject to a greater degree of change in earnings and business prospects than are larger companies. Thus, to the extent the Fund invests in medium-sized companies, the Fund may be subject to greater investment risk than that assumed through investment in the equity securities of larger-sized companies.

About indexes used in this report

n The S&P 500^® Index is an unmanaged index considered representative of the US 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 index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the
index(es).

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	VAFAX
Class B Shares	VAFBX
Class C Shares	VAFCX
Class R Shares	VAFRX
Class Y Shares	VAFIX
Class R5 Shares	VAFNX
Class R6 Shares	VAFFX

8                          Invesco American Franchise Fund

Schedule of Investments^(a)

August 31, 2013

	Shares		Value
Common Stocks & Other Equity Interests–98.94%
Aerospace & Defense–3.48%
Boeing Co. (The)		1,033,122	$	107,362,038
Honeywell International Inc.		397,153		31,601,464
United Technologies Corp.		800,763		80,156,377
				219,119,879
Apparel Retail–1.06%
Gap, Inc. (The)		1,656,232		66,978,022
Apparel, Accessories & Luxury Goods–2.04%
Michael Kors Holdings Ltd.(b)		983,544		72,870,775
Prada S.p.A. (Italy)		2,772,992		27,179,656
PVH Corp.		223,118		28,726,443
				128,776,874
Application Software–2.47%
Citrix Systems, Inc.(b)		754,834		53,419,602
Salesforce.com, Inc.(b)		2,077,616		102,073,274
				155,492,876
Asset Management & Custody Banks–1.03%
BlackRock, Inc.		249,376		64,917,560
Automobile Manufacturers–1.69%
General Motors Co.(b)		3,121,246		106,372,064
Biotechnology–8.83%
Amgen Inc.		830,164		90,438,066
Biogen Idec Inc.(b)		207,605		44,224,017
Celgene Corp.(b)		1,193,206		167,024,976
Gilead Sciences, Inc.(b)		4,233,225		255,136,471
				556,823,530
Brewers–1.13%
Anheuser-Busch InBev N.V.–ADR (Belgium)		762,068		71,139,048
Broadcasting–1.07%
CBS Corp.–Class B		1,317,347		67,316,432
Cable & Satellite–7.37%
Comcast Corp.–Class A		1,149,359		48,376,520
DIRECTV(b)		1,160,092		67,494,153
DISH Network Corp.–Class A		5,928,615		266,550,530
Sirius XM Radio Inc.		9,570,372		34,261,932
Time Warner Cable Inc.		448,086		48,102,032
				464,785,167
Casinos & Gaming–0.90%
Las Vegas Sands Corp.		1,009,049		56,859,911
Communications Equipment–4.34%
F5 Networks, Inc.(b)		662,254		55,218,739
QUALCOMM, Inc.		2,714,299		179,903,738
Telefonaktiebolaget LM Ericsson–ADR (Sweden)		3,249,766		38,282,243
				273,404,720

	Shares		Value
Computer Hardware–5.99%
Apple Inc.		775,969	$	377,935,701
Computer Storage & Peripherals–1.22%
EMC Corp.		2,995,031		77,211,899
Construction & Engineering–1.51%
Foster Wheeler AG (Switzerland)(b)		2,246,169		52,066,198
Jacobs Engineering Group, Inc.(b)		739,101		43,074,806
				95,141,004
Construction & Farm Machinery & Heavy Trucks–0.51%
Cummins Inc.		260,516		32,095,571
Data Processing & Outsourced Services–2.26%
MasterCard, Inc.–Class A		151,759		91,978,094
Visa Inc.–Class A		288,702		50,355,403
				142,333,497
Electrical Components & Equipment–0.75%
Roper Industries, Inc.		380,939		47,122,154
General Merchandise Stores–0.88%
Dollar General Corp.(b)		1,024,756		55,306,081
Health Care Equipment–0.49%
Abbott Laboratories		936,336		31,208,079
Health Care Facilities–0.49%
HCA Holdings, Inc.		817,219		31,209,594
Health Care Services–0.70%
Express Scripts Holding Co.(b)		691,562		44,176,981
Home Improvement Retail–2.83%
Lowe’s Cos., Inc.		3,894,352		178,439,209
Industrial Conglomerates–2.42%
Danaher Corp.		999,850		65,510,172
General Electric Co.		3,760,622		87,020,793
				152,530,965
Industrial Machinery–1.08%
Flowserve Corp.		225,806		12,597,717
Ingersoll-Rand PLC		941,704		55,692,374
				68,290,091
Insurance Brokers–0.93%
Aon PLC		886,801		58,865,850
Internet Retail–4.19%
Amazon.com, Inc.(b)		430,643		121,002,070
Priceline.com Inc.(b)		152,594		143,214,047
				264,216,117
Internet Software & Services–11.69%
Baidu, Inc.–ADR (China)(b)		174,095		23,595,095
eBay Inc.(b)		1,804,742		90,219,053
Facebook Inc.–Class A(b)		9,008,298		371,862,542

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

9                         Invesco American Franchise Fund

	Shares		Value
Internet Software & Services–(continued)
Google Inc.–Class A(b)		270,677	$	229,236,351
LinkedIn Corp.–Class A(b)		91,102		21,868,124
				736,781,165
Investment Banking & Brokerage–0.80%
Goldman Sachs Group, Inc. (The)		331,017		50,357,616
Life Sciences Tools & Services–0.66%
Thermo Fisher Scientific, Inc.		466,579		41,446,213
Managed Health Care–0.52%
UnitedHealth Group Inc.		461,001		33,072,212
Movies & Entertainment–0.53%
Walt Disney Co. (The)		549,870		33,448,592
Oil & Gas Equipment & Services–3.85%
Schlumberger Ltd.		1,411,470		114,244,382
Weatherford International Ltd.(b)		8,600,688		128,236,258
				242,480,640
Oil & Gas Exploration & Production–2.38%
Anadarko Petroleum Corp.		1,049,785		95,971,345
EOG Resources, Inc.		345,032		54,187,275
				150,158,620
Other Diversified Financial Services–2.11%
Citigroup Inc.		2,758,337		133,310,427
Packaged Foods & Meats–2.26%
Mondelez International Inc.–Class A		4,641,402		142,351,799
Pharmaceuticals–2.29%
Actavis Inc.(b)		168,120		22,726,461
Johnson & Johnson		342,732		29,615,472
Pfizer Inc.		2,226,727		62,815,969
Zoetis Inc.		1,007,191		29,359,618
				144,517,520

	Shares		Value
Restaurants–0.30%
McDonald’s Corp.		197,908	$	18,674,599
Semiconductor Equipment–0.93%
Applied Materials, Inc.		3,918,013		58,809,375
Semiconductors–0.92%
Altera Corp.		1,646,546		57,909,023
Specialized Finance–0.59%
CME Group Inc.–Class A		519,396		36,934,250
Specialized REIT’s–1.20%
American Tower Corp.		1,093,080		75,958,129
Systems Software–2.57%
Microsoft Corp.		4,237,785		141,542,019
Symantec Corp.		788,141		20,184,291
				161,726,310
Tobacco–0.88%
Philip Morris International Inc.		666,374		55,602,246
Trucking–0.73%
J.B. Hunt Transport Services, Inc.		642,447		46,256,184
Wireless Telecommunication Services–2.07%
Sprint Corp.(b)		19,408,172		130,228,835
Total Common Stocks & Other Equity Interests (Cost $4,769,383,324)				6,238,092,631
Money Market Funds–1.02%
Liquid Assets Portfolio– Institutional Class(c)		32,101,841		32,101,841
Premier Portfolio– Institutional Class(c)		32,101,840		32,101,840
Total Money Market Funds (Cost $64,203,681)				64,203,681
TOTAL INVESTMENTS–99.96% (Cost $4,833,587,005)				6,302,296,312
OTHER ASSETS LESS LIABILITIES–0.04%				2,265,645
NET ASSETS–100.00%			$	6,304,561,957

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.

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

10                         Invesco American Franchise Fund

Statement of Assets and Liabilities

August 31, 2013

Assets:
Investments, at value (Cost $4,769,383,324)	$	6,238,092,631
Investments in affiliated money market funds, at value and cost		64,203,681
Total investments, at value (Cost $4,833,587,005)		6,302,296,312
Receivable for:
Investments sold		59,955,363
Fund shares sold		1,152,790
Dividends		6,938,265
Fund expenses absorbed		7,824
Investment for trustee deferred compensation and retirement plans		243,211
Other assets		54,474
Total assets		6,370,648,239
Liabilities:
Payable for:
Investments purchased		55,119,055
Fund shares reacquired		4,725,199
Amount due custodian		134,105
Accrued fees to affiliates		4,600,555
Accrued trustees’ and officers’ fees and benefits		14,372
Accrued other operating expenses		556,475
Trustee deferred compensation and retirement plans		936,521
Total liabilities		66,086,282
Net assets applicable to shares outstanding	$	6,304,561,957
Net assets consist of:
Shares of beneficial interest	$	4,617,671,048
Undistributed net investment income		8,309,634
Undistributed net realized gain		209,870,543
Net unrealized appreciation		1,468,710,732
	$	6,304,561,957

Net Assets:
Class A	$	5,428,321,205
Class B	$	226,796,467
Class C	$	271,960,186
Class R	$	19,575,720
Class Y	$	92,418,194
Class R5	$	151,534,704
Class R6	$	113,955,481
Shares outstanding, $0.01 par value per share, with an unlimited number of shares authorized:
Class A		366,234,326
Class B		15,639,791
Class C		18,962,077
Class R		1,328,082
Class Y		6,188,475
Class R5		10,167,466
Class R6		7,640,198
Class A:
Net asset value per share	$	14.82
Maximum offering price per share
(Net asset value of $14.82 ¸ 94.50%)	$	15.68
Class B:
Net asset value and offering price per share	$	14.50
Class C:
Net asset value and offering price per share	$	14.34
Class R:
Net asset value and offering price per share	$	14.74
Class Y:
Net asset value and offering price per share	$	14.93
Class R5:
Net asset value and offering price per share	$	14.90
Class R6:
Net asset value and offering price per share	$	14.92

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

11                         Invesco American Franchise Fund

Statement of Operations

For the year ended August 31, 2013

Investment income:
Dividends (net of foreign withholding taxes of $455,575)	$	69,460,859
Dividends from affiliated money market funds (includes securities lending income of $486,545)		580,257
Total investment income		70,041,116
Expenses:
Advisory fees		34,867,835
Administrative services fees		651,042
Custodian fees		167,795
Distribution fees:
Class A		12,089,599
Class B		613,844
Class C		2,512,202
Class R		92,939
Transfer agent fees — A, B, C, R and Y		13,249,273
Transfer agent fees — R5		166,300
Transfer agent fees — R6		2,027
Trustees’ and officers’ fees and benefits		206,751
Other		1,166,045
Total expenses		65,785,652
Less: Fees waived, expenses reimbursed and expense offset arrangement(s)		(4,287,998	)
Net expenses		61,497,654
Net investment income		8,543,462
Realized and unrealized gain (loss) from:
Net realized gain (loss) from:
Investment securities (includes net gains from securities sold to affiliates of $10,239,424)		787,955,978
Foreign currencies		(1,434	)
		787,954,544
Change in net unrealized appreciation of:
Investment securities		189,233,144
Foreign currencies		1,317
		189,234,461
Net realized and unrealized gain		977,189,005
Net increase in net assets resulting from operations	$	985,732,467

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

12                         Invesco American Franchise Fund

Statement of Changes in Net Assets

For the years ended August 31, 2013 and 2012

	2013			2012
Operations:
Net investment income (loss)	$	8,543,462		$	(3,482,880	)
Net realized gain		787,954,544			5,600,794
Change in net unrealized appreciation		189,234,461			422,392,232
Net increase in net assets resulting from operations		985,732,467			424,510,146
Distributions to shareholders from net investment income:
Class A		(1,680,357	)		—
Class B		(88,298	)		—
Class Y		(269,635	)		—
Class R5		(655,036	)		—
Class R6		(545,579	)		—
Total distributions from net investment income		(3,238,905	)		—
Distributions to shareholders from net realized gains:
Class A		—			(49,936,307	)
Class B		—			(3,657,657	)
Class C		—			(2,792,450	)
Class R		—			(188,148	)
Class Y		—			(1,138,913	)
Class R5		—			(2,112,110	)
Total distributions from net realized gains		—			(59,825,585	)
Share transactions–net:
Class A		(135,809,151	)		(464,391,426	)
Class B		(87,558,797	)		(119,780,165	)
Class C		(22,109,739	)		(28,808,170	)
Class R		(2,317,486	)		(165,660	)
Class Y		(22,131,891	)		(23,439,291	)
Class R5		(181,966,427	)		79,335,971
Class R6		99,950,199			—
Net increase (decrease) in net assets resulting from share transactions		(351,943,292	)		(557,248,741	)
Net increase (decrease) in net assets		630,550,270			(192,564,180	)
Net assets:
Beginning of year		5,674,011,687			5,866,575,867
End of year (includes undistributed net investment income of $8,309,634 and $2,859,270, respectively)	$	6,304,561,957		$	5,674,011,687

Notes to Financial Statements

August 31, 2013

NOTE 1—Significant Accounting Policies

Invesco American Franchise Fund (the “Fund”) is a series portfolio of AIM Counselor Series Trust (Invesco 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 twelve 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 to seek long-term capital appreciation.

The Fund currently consists of seven different classes of shares: Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6. On September 24, 2012, Institutional Class shares were renamed Class R5 shares and the Fund began offering Class R6 shares. 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, Class R5 and Class R6 shares are sold at net asset value. Effective November 30, 2010, new or additional investments in Class B shares are no longer permitted. Existing shareholders of Class B shares may continue to reinvest dividends and capital gains distributions in Class B shares until they convert to Class A shares. Also, shareholders in Class B

13                         Invesco American Franchise Fund

shares will be able to exchange those shares for Class B shares of other Invesco Funds offering such shares until they convert to Class A shares. 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. Redemption of Class B shares prior to the conversion date will be subject to a CDSC.

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 (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the 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 the Adviser determines 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’ prices 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 economic 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 became 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 net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s 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

14                         Invesco American Franchise Fund

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 declared and paid annually and recorded on the 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 of 1986, as amended (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 Class R5 and Class R6 are allocated to each share class based on relative net assets. Sub-accounting fees attributable to Class R5 are charged to the operations of the 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 June 1, 2010, incremental transfer agency fees which were unique to each class of shares 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 the 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 affiliated money market funds 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

15                         Invesco American Franchise Fund

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 Daily Net Assets	Rate
First $250 million		0	.695%
Next $250 million		0	.67%
Next $500 million		0	.645%
Next $550 million		0	.62%
Next $3.45 billion		0	.60%
Next $250 million		0	.595%
Next $2.25 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 Canada 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(s) discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Adviser(s).

Effective July 1, 2013, the Adviser has contractually agreed, through at least June 30, 2014, 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 and/or expense reimbursement (excluding certain items discussed below) of Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6 shares to 2.00%, 2.75% (after 12b-1 fee waivers), 2.75%, 2.25%, 1.75%, 1.75% and 1.75%, respectively, of average daily net assets. Prior to July 1, 2013, the Adviser had contractually 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 and/or expense reimbursement (excluding certain items discussed below) of Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6 shares to 1.05%, 1.22% (after 12b-1fee waivers), 1.80%, 1.30%, 0.80%, 0.80% and 0.80%, 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 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, including litigation expenses; 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, 2014.

The Adviser has contractually agreed, through at least June 30, 2014, 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, 2013, the Adviser waived advisory fees of $130,280 and reimbursed class level expenses of $3,670,025, $186,344, $190,656, $14,107 and $67,208 of Class A, Class B, Class C, Class R and Class Y shares, 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. For the year ended August 31, 2013, 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, 2013, expenses incurred under the agreement 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, Class B, Class C 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.

IDI had contractually agreed to limit Rule 12b-1 plan fees on Class B shares to 0.42% of average daily net assets, through June 30, 2013. The Distributor did not waive fees during the period under this expense limitation.

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

16                         Invesco American Franchise Fund

proceeds prior to remittance to the shareholder. During the year ended August 31, 2013, IDI advised the Fund that IDI retained $334,787 in front-end sales commissions from the sale of Class A shares and $1,438, $156,132 and $13,502 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders.

For the year ended August 31, 2013, the Fund incurred $127,319 in brokerage commissions with Invesco Capital Markets, Inc., an affiliate of the Adviser and IDI, for portfolio transactions executed on behalf of the Fund.

Certain officers and trustees of the Trust are officers and directors of the Adviser, 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, 2013. 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	$	6,275,116,656	$	27,179,656	$	—	$	6,302,296,312

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—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, 2013, the Fund engaged in securities purchases of $13,131,857 and securities sales of $48,113,780, which resulted in net realized gains of $10,239,424.

NOTE 6—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, 2013, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $29,378.

NOTE 7—Cash Balances

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. Such balances, if any at period end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. 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.

17                         Invesco American Franchise Fund

NOTE 8—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Years Ended August 31, 2013 and 2012:

	2013		2012
Ordinary income	$	3,238,905	$	—
Long-term capital gain		—		59,825,585
Total distributions	$	3,238,905	$	59,825,585

Tax Components of Net Assets at Period-End:

	2013
Undistributed ordinary income	$	9,212,385
Undistributed long-term gain		277,018,328
Net unrealized appreciation — investments		1,453,560,022
Net unrealized appreciation — other investments		1,425
Temporary book/tax differences		(902,751	)
Capital loss carryforward		(51,998,500	)
Shares of beneficial interest		4,617,671,048
Total net assets	$	6,304,561,957

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 Regulated Investment Company Modernization Act of 2010 eliminated the eight-year carryover period for capital losses that arise in taxable years beginning after its enactment date of December 22, 2010. Consequently, these capital losses can be carried forward for an unlimited period. However, capital losses with an expiration period may not be used to offset capital gains until all net capital losses without an expiration date have been utilized. Additionally, post-enactment capital loss carryovers will retain their character as either short-term or long-term capital losses instead of as short-term capital losses as under prior law. 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 $345,814,377 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, 2013, which expires as follows:

Capital Loss Carryforward*
Expiration	Short-Term		Long-Term		Total
August 31, 2015	$	2,422,410	$	—	$	2,422,410
August 31, 2016		49,576,090		—		49,576,090
	$	51,998,500	$	—	$	51,998,500

* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code. To the extent that unrealized gains as of May 23, 2011, the date of the reorganization of Invesco Large Cap Growth Fund, Invesco Van Kampen Capital Growth Fund and Invesco Van Kampen Enterprise Fund and as of July 15, 2013, the date of the reorganization of Invesco Leisure Fund into the Fund and realized on securities held in each fund at such date of the reorganization, the capital loss carryforward may be further limited for up to five years from the date of the reorganization.

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, 2013 was $4,452,496,044 and $4,961,303,704, 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	$	1,500,932,731
Aggregate unrealized (depreciation) of investment securities		(47,372,709	)
Net unrealized appreciation of investment securities	$	1,453,560,022

Cost of investments for tax purposes is $4,848,736,290.

NOTE 10—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of fair funds settlements, on August 31, 2013, undistributed net investment income was increased by $257,428 and undistributed net realized gain was decreased by $257,428.

Further, as a result of tax deferrals acquired in the reorganization of Invesco Leisure Fund into the Fund, undistributed net investment income was decreased by $111,621, undistributed net realized gain was decreased by $798,578 and shares of beneficial interest was increased by $910,199. These reclassifications had no effect on the net assets of the Fund.

18                         Invesco American Franchise Fund

NOTE 11—Share Information

	Summary of Share Activity
	Years ended August 31,
	2013(a)						2012
	Shares			Amount			Shares			Amount
Sold:
Class A		9,792,627		$	131,507,521			14,165,188		$	170,566,557
Class B		136,087			1,766,668			226,851			2,659,926
Class C		1,034,373			13,366,766			1,717,250			19,978,836
Class R		251,276			3,336,107			402,087			4,755,689
Class Y		1,654,188			22,565,414			2,652,299			31,747,725
Class R5		1,428,763			19,009,427			11,756,254			134,787,606
Class R6(b)		13,767,716			181,744,390			—			—
Issued as reinvestment of dividends:
Class A		120,687			1,561,209			4,169,056			47,193,711
Class B		6,819			86,110			322,943			3,578,212
Class C		—			—			231,774			2,572,693
Class R		—			—			16,635			188,148
Class Y		18,246			230,140			86,240			982,277
Class R5		52,093			654,994			185,905			2,111,886
Class R6		43,407			545,579			—			—
Issued in connection with acquisitions:(c)
Class A		28,493,895			414,344,182			—			—
Class B		240,442			3,419,085			—			—
Class C		1,148,422			16,170,371			—			—
Class R		100,907			1,459,285			—			—
Class Y		801,793			11,737,602			—			—
Automatic conversion of Class B shares to Class A shares:
Class A		4,333,763			57,758,261			6,324,818			75,981,272
Class B		(4,429,532	)		(57,758,261	)		(6,303,285	)		(75,981,272	)
Reacquired:
Class A		(55,559,122	)		(740,980,324	)		(63,303,335	)		(758,132,966	)
Class B		(2,697,669	)		(35,072,399	)		(4,407,859	)		(50,037,031	)
Class C		(4,005,957	)		(51,646,876	)		(4,365,929	)		(51,359,699	)
Class R		(532,067	)		(7,112,878	)		(422,570	)		(5,109,497	)
Class Y		(4,221,766	)		(56,665,047	)		(4,776,818	)		(56,169,293	)
Class R5		(15,318,838	)		(201,630,848	)		(4,716,593	)		(57,563,521	)
Class R6		(6,170,925	)		(82,339,770	)		—			—
Net increase (decrease) in share activity		(29,510,372	)	$	(351,943,292	)		(46,039,089	)	$	(557,248,741	)

^(a)  There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 24% 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 Fund 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 September 24, 2012.

^(c)  As of the opening of business on July 15, 2013, the Fund acquired all the net assets of Invesco Leisure Fund (the “Target Fund”) pursuant to a plan of reorganization approved by the Trustees of the Fund and by the shareholders of the Target Fund on April 24, 2013. The acquisition was accomplished by a tax-free exchange of 30,785,459 shares of the Fund for 10,245,465 shares outstanding of the Target Fund as of the close of business on July 12, 2013. Shares of the Target Fund were exchanged for the like class of shares of the Fund, based on the relative net asset value of the Target Fund to the net asset value of the Fund on the close of business, July 12, 2013. The Target Fund’s net assets as of the close of business on July 12, 2013 of $447,130,525, including $168,476,621 of unrealized appreciation (depreciation), were combined with those of the Fund. The net assets of the Fund immediately before the acquisition were $5,828,287,238 and $6,275,415,763 immediately after the acquisition.

    The pro forma results of operations for the year ended August 31, 2013 assuming the reorganization had been completed on September 1, 2012, the beginning of the annual reporting period are as follows:

Net investment income	$	8,281,484
Net realized/unrealized gains		1,210,553,562
Change in net assets resulting from operations	$	1,218,835,046

    The combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of the Target Fund that have been included in the Fund’s Statement of Operations since July 15, 2013.

19                         Invesco American Franchise Fund

NOTE 12—Financial Highlights

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

	Net asset value, beginning of period		Net investment income (loss)(a)			Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends from net investment income			Distributions from net realized gains			Total distributions			Net asset value, end of period		Total return			Net assets, end of period (000’s omitted)		Ratio of expenses to average net assets with fee waivers and/or expenses absorbed			Ratio of expenses to average net assets without fee waivers and/or expenses absorbed			Ratio of net investment income (loss) to average net assets			Portfolio turnover(b)
Class A
Year ended 08/31/13	$	12.47	$	0.02		$	2.33		$	2.35		$	(0.00	)	$	—		$	(0.00	)	$	14.82		18.89	%(c)	$	5,428,321		1.06	%(d)		1.14	%(d)		0.17	%(d)		80	%
Year ended 08/31/12		11.72		(0.01	)		0.88			0.87			—			(0.12	)		(0.12	)		12.47		7.55	(c)		4,728,364		1.05			1.18			(0.05	)		96
Year ended 08/31/11		9.79		(0.05	)		1.98			1.93			—			—			—			11.72		19.71	(c)		4,894,163		1.06			1.17			(0.43	)		179
Year ended 08/31/10		8.87		0.01			1.03			1.04			(0.12	)		—			(0.12	)		9.79		11.75	(c)		168,731		1.30			1.30			0.11			101
Year ended 08/31/09		10.23		0.13			(1.33	)		(1.20	)		(0.16	)		(0.00	)		(0.16	)		8.87		(11.40	)(e)		200,127		1.35			1.41			1.60			105
Class B
Year ended 08/31/13		12.20		0.02			2.28			2.30			(0.00	)		—			(0.00	)		14.50		18.90	(c)(f)		226,796		1.06	(d)(f)		1.14	(d)(f)		0.17	(d)(f)		80
Year ended 08/31/12		11.47		(0.01	)		0.86			0.85			—			(0.12	)		(0.12	)		12.20		7.54	(c)(f)		273,177		1.05	(f)		1.18	(f)		(0.05	)(f)		96
Year ended 08/31/11		9.64		(0.08	)		1.91			1.83			—			—			—			11.47		18.98	(c)(f)		373,157		1.28	(f)		1.65	(f)		(0.64	)(f)		179
Year ended 08/31/10		8.75		(0.06	)		1.01			0.95			(0.06	)		—			(0.06	)		9.64		10.89	(c)		22,332		2.05			2.05			(0.64	)		101
Year ended 08/31/09		10.08		0.07			(1.31	)		(1.24	)		(0.09	)		(0.00	)		(0.09	)		8.75		(12.09	)(g)		23,466		2.10			2.16			0.86			105
Class C
Year ended 08/31/13		12.16		(0.08	)		2.26			2.18			—			—			—			14.34		17.93	(c)		271,960		1.81	(d)		1.89	(d)		(0.58	)(d)		80
Year ended 08/31/12		11.51		(0.09	)		0.86			0.77			—			(0.12	)		(0.12	)		12.16		6.82	(c)		252,685		1.80			1.93			(0.80	)		96
Year ended 08/31/11		9.68		(0.11	)		1.94			1.83			—			—			—			11.51		18.90	(c)(h)		266,990		1.60	(h)		1.71	(h)		(0.97	)(h)		179
Year ended 08/31/10		8.76		(0.05	)		1.03			0.98			(0.06	)		—			(0.06	)		9.68		11.14	(c)(h)		23,718		1.93	(h)		1.93	(h)		(0.52	)(h)		101
Year ended 08/31/09		10.10		0.06			(1.30	)		(1.24	)		(0.10	)		(0.00	)		(0.10	)		8.76		(12.11	)(i)		25,063		2.16			2.22			0.78			105
Class R
Year ended 08/31/13		12.43		(0.01	)		2.32			2.31			—			—			—			14.74		18.58	(c)		19,576		1.31	(d)		1.39	(d)		(0.08	)(d)		80
Year ended 08/31/12		11.71		(0.04	)		0.88			0.84			—			(0.12	)		(0.12	)		12.43		7.30	(c)		18,746		1.30			1.43			(0.30	)		96
Year ended 08/31/11(j)		12.81		(0.02	)		(1.08	)		(1.10	)		—			—			—			11.71		(8.59	)(c)		17,698		1.30	(k)		1.42	(k)		(0.66	)(k)		179
Class Y
Year ended 08/31/13		12.57		0.06			2.34			2.40			(0.04	)		—			(0.04	)		14.93		19.13	(c)		92,418		0.81	(d)		0.89	(d)		0.42	(d)		80
Year ended 08/31/12		11.78		0.02			0.89			0.91			—			(0.12	)		(0.12	)		12.57		7.86	(c)		99,758		0.80			0.93			0.20			96
Year ended 08/31/11		9.83		(0.02	)		1.97			1.95			—			—			—			11.78		19.84	(c)		117,471		0.81			0.92			(0.18	)		179
Year ended 08/31/10		8.91		0.04			1.02			1.06			(0.14	)		—			(0.14	)		9.83		11.95	(c)		2,592		1.05			1.05			0.35			101
Year ended 08/31/09		10.27		0.14			(1.31	)		(1.17	)		(0.19	)		(0.00	)		(0.19	)		8.91		(11.07	)(l)		1,451		1.10			1.18			1.77			105
Class R5
Year ended 08/31/13		12.55		0.06			2.34			2.40			(0.05	)		—			(0.05	)		14.90		19.22	(c)		151,535		0.75	(d)		0.75	(d)		0.48	(d)		80
Year ended 08/31/12		11.75		0.04			0.88			0.92			—			(0.12	)		(0.12	)		12.55		7.96	(c)		301,283		0.69			0.69			0.31			96
Year ended 08/31/11(j)		12.07		(0.00	)		(0.32	)		(0.32	)		—			—			—			11.75		(2.65	)(c)		197,097		0.66	(k)		0.66	(k)		(0.03	)(k)		179
Class R6
Year ended 08/31/13(j)		13.03		0.07			1.87			1.94			(0.05	)		—			(0.05	)		14.92		14.98	(c)		113,955		0.65	(d)(k)		0.65	(d)(k)		0.58	(d)(k)		80

^(a) Calculated using average shares outstanding.

^(b) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. For the year ended August 31, 2011, the portfolio turnover calculation excludes the value of securities purchased of $4,947,460,310 and sold of $2,251,028,915 in the effort to realign the fund’s portfolio holdings after the reorganization of Invesco Large Cap Growth Fund, Invesco Van Kampen Capital Growth Fund and Invesco Van Kampen Enterprise Fund into the Fund. For the year ended August 31, 2013, the portfolio turnover calculation excludes the value of securities purchased of $279,161,573 and sales of $299,305,234 in the effort to realign the Fund’s portfolio holdings after the reorganization of Invesco Leisure Fund into the 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) Ratios are based on average daily net assets (000’s omitted) of $4,835,840, $245,538, $251,220, $18,588, $88,557, $169,515 and $109,547 for Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.

^(e) 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.

^(f) 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 0.25%, 0.25% and 0.47% for the years ended August 31, 2013, 2012 and 2011, respectively.

^(g) 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.

^(h) 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 0.79% and 0.88% for the years ended August 31, 2011 and 2010, respectively.

⁽ⁱ⁾ 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.

^(j) Commencement date of May 23, 2011 for Class R shares, December 22, 2010 for Class R5 shares and September 24, 2012 for Class R6 shares.

^(k) Annualized.

^(l) 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.

NOTE 13—Subsequent Event

The Board of Trustees unanimously approved an Agreement and Plan of Reorganization (the “Agreement”) pursuant to which the Fund would acquire all of the assets and liabilities of Invesco Constellation Fund (the “Target Fund”) in exchange for shares of the Fund (the “Reorganization”).

The Agreement was approved by the Target Fund’s shareholders on August 27, 2013 and the Reorganization was consummated on September 16, 2013. Upon the closing of the Reorganization, shareholders of the Target Fund received a corresponding class of shares of the Fund in exchange for their shares of the Target Fund and the Target Fund liquidated and ceased operations.

20                         Invesco American Franchise Fund

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 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 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, 2013, 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 four years in 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 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, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The financial highlights of the Fund for the period ended August 31, 2009 was audited by another independent registered public accounting firm whose report dated October 26, 2009 expressed an unqualified opinion on such financial statement.

PRICEWATERHOUSECOOPERS LLP

October 25, 2013

Houston, Texas

21                         Invesco American Franchise Fund

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, 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, 2013 through August 31, 2013.

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 or contingent deferred sales charges on redemptions, 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.

Class	Beginning Account Value (03/01/13)		ACTUAL				HYPOTHETICAL (5% annual return before expenses)				Annualized Expense Ratio2
			Ending Account Value (08/31/13)1		Expenses Paid During Period2,3		Ending Account Value (08/31/13)		Expenses Paid During Period2,4
A	$	1,000.00	$	1,130.60	$	5.80	$	1,019.76	$	5.50		1.08	%
B		1,000.00		1,131.20		5.80		1,019.76		5.50		1.08
C		1,000.00		1,126.50		9.81		1,015.98		9.30		1.83
R		1,000.00		1,129.50		7.14		1,018.50		6.77		1.33
Y		1,000.00		1,132.10		4.46		1,021.02		4.23		0.83
R5		1,000.00		1,132.40		4.03		1,021.42		3.82		0.75
R6		1,000.00		1,133.90		3.50		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, 2013 through August 31, 2013, 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. Effective July 1, 2013, the Fund’s adviser has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual fund operating expense of Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6 shares to 2.00%, 2.75% (after 12b-1 fee waivers), 2.75%, 2.25%, 1.75%, 1.75% and 1.75% of average daily net assets, respectively. The annualized expense ratios restated as if these agreements had been in effect throughout the entire most recent fiscal half year are 1.13%, 1.13%, 1.88%, 1.38%, 0.88%, 0.75% and 0.65% for Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.

³  The actual expenses paid restated as if the changes discussed above had been in effect throughout the entire most recent fiscal half year are $6.07, $6.07, $10.08, $7.41, $4.73, $4.03 and $3.50 for Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.

⁴  The hypothetical expenses paid restated as if the changes discussed above had been in effect throughout the entire most recent fiscal half year are $5.75, $5.75, $9.55, $7.02, $4.48, $3.82 and $3.31 for Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.

22                         Invesco American Franchise Fund

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 Invesco American Franchise Fund’s (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 Canada Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 17-19, 2013, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% 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, 2013. The Board determined that the continuation of the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers under the agreements is fair and reasonable.

The Board’s Fund Evaluation Process

The Board’s Investments Committee has established three Sub-Committees, each of which is primarily responsible for overseeing the management of a number of the funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet throughout the year to review the performance of their assigned Invesco 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 Invesco Funds and other members of management to review the performance, investment objective(s), policies, strategies, limitations and investment risks 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 their assigned Invesco Funds. Each Sub-Committee recommends to the Investments Committee, which in turn recommends to the full Board, whether and on what terms 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 Invesco Advisers and Lipper Inc. (Lipper), an independent provider of investment company

data. The Trustees also receive an independent written evaluation from the Senior Officer. The Senior Officer’s evaluation 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 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. In addition to meetings with Invesco Advisers and fund counsel, the independent Trustees also discuss the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.

In evaluating the fairness and reasonableness of compensation under the Fund’s investment advisory agreement and sub-advisory contracts, the Board considered, among other things, the factors discussed below. The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation between the Trustees and Invesco Advisers as well as advisory fees previously approved by different predecessor boards. 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 Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee.

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 19, 2013, 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, including the Fund’s portfolio manager or managers, with whom the Sub-Committees met during the year. The Board’s review of the qualifications of Invesco Advisers to provide advisory services included the Board’s consideration of Invesco Advisers’ investment process oversight, independent credit analysis and investment risk management.

In determining whether to continue the Fund’s investment advisory agreement, the Board considered the benefits of reapproving an existing relationship and the greater uncertainty that may be associated with entering into a new relationship. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds such as various back office support functions, equity and fixed income trading operations, internal audit, distribution and legal and compliance. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s investment advisory agreement.

The Board reviewed the services that may be 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 noted that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Affiliated Sub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. 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. The Board concluded that the nature, extent and quality of the services that may be provided by the Affiliated Sub-Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s sub-advisory contracts.

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 funds in the Lipper performance universe and against the Lipper Large-Cap Growth Funds Index. The Board noted that performance of Class A shares of the Fund

23                         Invesco American Franchise Fund

was in the fourth quintile of the performance universe for the one and three year periods and the first 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 performance of Class A shares of the Fund was below the performance of the Index for the one and three year periods and above the performance of the Index for the five year period. Invesco Advisers noted that abrupt market changes have created a challenging environment for the trend driven process employed by the portfolio management team leading to a high probability of relative underperformance. The Trustees also reviewed more recent Fund performance and this review did not change their conclusions.

C. Advisory and Sub-Advisory Fees

The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Lipper expense group at a common asset level. The Board noted that the contractual management fee rate for Class A shares of the Fund was at the median contractual management fee rate of funds in the expense group. The Board noted that the term “contractual management fee” may include both advisory and certain administrative services fees and that Invesco does not charge the Invesco Funds for the administrative services included in the term as defined by Lipper. The Board also reviewed the methodology used by Lipper in providing expense group information, which includes using each fund’s contractual management fee schedule (including any applicable breakpoints) as reported in the most recent prospectus or statement of additional information for each fund in the expense group.

The Board also compared the Fund’s effective advisory fee rate (the advisory fee rate after advisory fee waivers and before other expense limitations/waivers) to the effective advisory fee rates of other mutual funds advised by Invesco Advisers and its affiliates with investment strategies comparable to those of the Fund. The Board noted that the Fund’s rate was below the rate of the two mutual funds advised by Invesco Advisers with comparable investment strategies. The Board also noted that Invesco Advisers sub-advises two other mutual funds with investment strategies comparable to those of the Fund and that the sub-advisory effective fee rate was below the advisory effective fee rate of the Fund.

Other than the mutual funds described above, 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 also considered the services that may be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the fees payable by Invesco Advisers to the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board also noted that

the sub-advisory fees are not paid directly by the Fund, but rather, are payable by Invesco Advisers to the Affiliated Sub-Advisers.

Based upon the information and considerations described above, the Board concluded that the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers is 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 economies of scale through contractual breakpoints in the Fund’s advisory fee schedule and was assisted in this review by a report from the Senior Officer. 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 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 for the year ended December 31, 2012. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board considered the profitability of Invesco Advisers in managing the Fund and the Invesco Funds. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its subsidiaries provide to the Invesco Funds and the Fund. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund to be excessive given the nature, quality and extent of the services provided to the Invesco Funds. The Board received and accepted information from Invesco Advisers demonstrating that 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.

F. Collateral Benefits to Invesco Advisers and its Affiliates

The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees received for their provision of transfer agency and distribution services to the Fund. The Board considered comparative information regarding fees charged for these services, including information provided by Lipper and other independent sources. The Board considered the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed 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; that the services are required for the operation of the Fund; that Invesco Advisers and its affiliates can provide services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and that the fees for such services are fair and reasonable in light of the usual and customary charges by others for services of the same nature and quality.

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 services from Invesco Advisers and the Affiliated Sub-Advisers to the Invesco Funds and that the research received may be used with other clients of Invesco Advisers and may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board also considered periodic reports from the Chief Compliance Officer of the Invesco Funds demonstrating that these arrangements are consistent with regulatory requirements. The Board did not deem the soft dollar arrangements to be inappropriate.

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 receives advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through varying periods the advisory fees payable by the Invesco Funds. The waiver is 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.

The Board also considered use of an affiliated broker to execute certain trades for the Fund to among other things, control information leakage, and were advised that such trades are executed in compliance with rules under the Investment Company Act of 1940, as amended.

24                         Invesco American Franchise Fund

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, 2013:

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.

25                         Invesco American Franchise Fund

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 1000, 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.

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
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 Formerly: Chairman and Chief Executive Officer, 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)	117	None
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, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent); 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 Corporate Class Inc. (corporate mutual fund company) and Invesco Canada Fund Inc. (corporate mutual fund company); Director, Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); 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); Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, Chief Executive Officer and President, Van Kampen Exchange Corp. Formerly: Director and Chairman, Van Kampen Investor Services Inc.: Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); and Van Kampen Investments Inc.; Director and President, AIM GP Canada Inc. (general partner for limited partnerships); and Van Kampen Advisors, Inc.; Director and Chief Executive Officer, Invesco Trimark Dealer Inc. (registered broker dealer); 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.	117	None
Wayne W. 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 certain funds in the Fund Complex	130	Director of the Mutual Fund Directors Forum, a nonprofit membership organization for investment directors; Chairman and Director of the Abraham Lincoln Presidential Library Foundation; and Director of the Stevenson Center for Democracy

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 Invesco Fund Complex because he and his firm currently provide legal services as legal counsel to such Funds.

T-1                         Invesco American Franchise Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Independent Trustees
Bruce L. Crockett — 1944 Trustee and Chair	2003	Chairman, Crockett Technologies Associates (technology consulting company) Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)	117	ACE Limited (insurance company); Investment Company Institute
David C. Arch — 1945 Trustee	2010	Chairman and Chief Executive Officer of Blistex Inc., (consumer health care products manufacturer) Formerly: Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago	130	Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan
Frank S. Bayley — 1939 Trustee	2003	Retired Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and General Partner and Of Counsel, law firm of Baker & McKenzie, LLP	117	Director and Chairman, C.D. Stimson Company (a real estate investment company); Trustee and Overseer, The Curtis Institute of Music
James T. Bunch — 1942 Trustee	2000	Managing Member, Grumman Hill Group LLC (family office private equity management) Formerly: Founder, Green, Manning & Bunch Ltd. (investment banking firm)(1988-2010); Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation	117	Chairman, Board of Governors, Western Golf Association; Chairman-elect, Evans Scholars Foundation; and Director, Denver Film Society
Rodney F. Dammeyer — 1940 Trustee	2010	Chairman of CAC, LLC, (private company offering capital investment and management advisory services) Formerly: Prior to 2001, Managing Partner at Equity Group Corporate Investments; Prior to 1995, Chief Executive Officer of Itel Corporation (formerly Anixter International); 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.; From 1987 to 2010, Director/Trustee of investment companies in the Van Kampen Funds complex	117	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.
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)	117	Director of Nature’s Sunshine Products, Inc.
Jack M. Fields — 1952 Trustee	2003	Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); Owner and Chief Executive Officer, Dos Angeles Ranch, L.P. (cattle, hunting, corporate entertainment); and Discovery Global Education Fund (non-profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives	117	Insperity, Inc. (formerly known as Administaff)
Prema Mathai-Davis — 1950 Trustee	2003	Retired Formerly: Chief Executive Officer, YWCA of the U.S.A.	117	None
Larry Soll — 1942 Trustee	1997	Retired Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)	117	None
Hugo F. Sonnenschein — 1940 Trustee	2010	Distinguished Service Professor and President Emeritus of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago Formerly: President of the University of Chicago	130	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

T-2                         Invesco American Franchise Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Independent Trustees—(continued)
Raymond Stickel, Jr. — 1944 Trustee	2005	Retired Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche	117	None
Other Officers
Russell C. Burk — 1958 Senior Vice President and Senior Officer	2005	Senior Vice President and Senior Officer, The 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.) 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, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, 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 and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Aim Advisers, Inc. and Van Kampen Investments 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
Karen Dunn Kelley — 1960 Vice President	2003	Head of Invesco’s World Wide Fixed Income and Cash Management Group; Director, Co-President, Co-Chief Executive Officer, and Co-Chairman, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Chairman, Invesco Senior Secured Management, Inc.; Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Invesco Mortgage Capital Inc., and Invesco Management Company Limited; Director and President, INVESCO Asset Management (Bermuda) Ltd., Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); and 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: Director, INVESCO Global Asset Management Limited and INVESCO Management S.A.; Senior Vice President, Van Kampen Investments Inc. and Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); 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

T-3                         Invesco American Franchise Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Other Officers—(continued)
Sheri Morris — 1964 Vice President, Treasurer and Principal Financial Officer	2003	Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); and Vice President, 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: Vice President, Invesco Aim 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.; and Treasurer, 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	N/A	N/A
Crissie M. Wisdom — 1969 Anti-Money Laundering Compliance Officer	2013	Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser), Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.), Invesco Distributors, Inc., Invesco Investment Services, Inc., Invesco Management Group, Inc., Van Kampen Exchange Corp., The Invesco Funds, Invesco Funds (Chicago), and 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; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, 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.) 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; Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) and Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) Formerly: Chief Compliance Officer, Invesco Funds (Chicago); Senior Vice President, Van Kampen Investments Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment adviser), Invesco Global Asset Management (N.A.), Inc., Invesco Senior Secured Management, Inc. (registered investment adviser), Van Kampen Investor Services Inc., 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; and 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 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Investment Adviser Invesco Advisers, Inc. 1555 Peachtree Street, N.E. Atlanta, GA 30309	Distributor Invesco Distributors, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Auditors PricewaterhouseCoopers LLP 1201 Louisiana Street, Suite 2900 Houston, TX 77002-5678
Counsel to the Fund Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103-7018	Counsel to the Independent Trustees Goodwin Procter LLP 901 New York Avenue, N.W. Washington, D.C. 20001	Transfer Agent Invesco Investment Services, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Custodian State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110-2801

T-4                         Invesco American Franchise Fund

Invesco mailing information

Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.

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 shown below.

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 most recent 12-month period ended June 30 is available at 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 US 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.

SEC file numbers: 811-09913 and 333-36074                     VK-AMFR-AR-1                      Invesco Distributors, Inc.

Letters to Shareholders

Phillip Taylor Dear Shareholders: Enclosed in this annual report, you’ll find information about your Fund and the factors that affected its performance during the reporting period. Inside, you’ll also find a discussion from your portfolio managers about how they managed your Fund, as well as performance data for your Fund, a complete list of your Fund’s investments as of the close of the reporting period and other important information. I hope you find this report of interest. During the reporting period covered by this report, major US equity indexes made multiyear or even all-time highs.¹ Economic data were generally positive; housing and consumer spending data were particularly encouraging. Nonetheless, economic uncertainty and concern about continuing political and budget gridlock in Washington persisted. The US Federal Reserve’s deliberate vagueness about when, and to what degree, it might begin to curtail its extraordinarily accommodative monetary policies – together with uncertainty about who will next lead the central bank – affected fixed income and equity markets alike. Most developed, non-US stock markets remained positive for the first half of 2013, despite a difficult second quarter.

Periods of market volatility and economic uncertainty can weaken the will of even the most resolute investor. That’s why Invesco believes it’s often helpful to work with a skilled and trusted financial adviser who can emphasize the importance of adhering to an investment plan designed to achieve long-term goals rather than being sidetracked by short-term uncertainty that can result in inaction. A financial adviser who is familiar with your individual financial situation, investment goals and risk tolerance can be an invaluable partner as you work toward your financial goals. He or she can provide insight and perspective when markets are volatile; encouragement and reassurance when times are uncertain; and advice and guidance when your financial situation or investment goals change.

Our website, invesco.com/us, is another source of timely insight and information for investors. On the website, you’ll find fund-specific as well as more general information from many of Invesco’s investment professionals. You’ll find in-depth articles, video clips and audio commentaries – and, of course, you also can access information about your Invesco account whenever it’s convenient for you.

What we mean by Intentional Investing

At Invesco, all of our people and all of our resources are dedicated to helping investors achieve their financial objectives. It’s a philosophy we call Intentional Investing, and it guides the way we:

n Manage investments – Our dedicated investment professionals search the world for the best opportunities, and each investment team follows a clear, disciplined process to build portfolios and mitigate risk.

n Provide choices – We offer multiple investment strategies, allowing you and your financial adviser to build a portfolio that’s purpose-built for your needs.

n Connect with you – We’re committed to giving you the expert insights you need to make informed investing decisions, and we are well-equipped to provide high-quality support for investors and advisers.

At Invesco, we believe in putting investors first. That’s why investment management is all we do. Our sole focus on managing your money allows you and your financial adviser to build a portfolio of Invesco funds appropriate for your investment needs and goals today and when your circumstances change.

Have questions?

For questions about your account, feel free to contact an Invesco client services representative at 800 959 4246. For Invesco-related questions or comments, please email me directly at phil@invesco.com.

All of us at Invesco look forward to serving your investment management needs for many years to come. Thank you for investing with us.

Sincerely,

Philip Taylor

Senior Managing Director, Invesco Ltd.

1 Source: Reuters

2                Invesco California Tax-Free Income Fund

Bruce Crockett Dear Fellow Shareholders: The Invesco Funds Board has worked on a variety of issues over the last several months, and I’d like to take this opportunity to discuss two that affect you and our fellow fund shareholders. The first issue on which your Board has been working is our annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This annual review, which is required by the Investment Company Act of 1940, focuses on the nature and quality of the services Invesco provides as adviser to the Invesco Funds and the reasonableness of the fees that it charges for those services. Each year, we spend months reviewing detailed information that we request from Invesco that allows us to evaluate its services and fees. We also use information from many independent sources, including materials provided by the independent Senior Officer of the Invesco Funds, who reports directly to the independent Trustees on the Board. Additionally, we meet with independent legal counsel and review performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field.

I’m pleased to report that the Board determined in June that renewing the investment advisory agreement and the sub-advisory contracts with Invesco Advisers and its affiliates would serve the best interests of each fund and its shareholders.

The second area of focus to highlight is the Board’s efforts to ensure that we provide a lineup of funds that allow financial advisers to build portfolios that meet shareholders’ changing financial needs and goals. Today, more and more investors are reaching, or approaching, retirement. But interest rates remain low, making it difficult for many investors to generate the income they need, or will soon need, in their retirement years.

The members of your Board think about these things, too, and we’ve worked with Invesco Advisers to provide more income-generating options in the Invesco Funds lineup to help shareholders potentially meet their income needs. Your Board recently approved changes to three existing equity mutual funds, increasing their focus on generating income while also seeking to provide long-term growth of capital.

As a result of these changes, the funds and their respective management teams now have more flexibility to invest in the types of securities that could meet investors’ growing need for income generation, and in some cases, also help investors diversify their sources of income. These equity funds complement an array of fixed-income, asset allocation and alternative investment options in the Invesco Funds lineup designed to accommodate a variety of risk tolerances.

Be assured that your Board will continue working on behalf of fund shareholders, keeping your needs and interests uppermost in our minds.

As always, please contact me at bruce@brucecrockett.com with any questions or concerns you may have. On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.

Sincerely,

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

3                Invesco California Tax-Free Income Fund

Management’s Discussion of Fund Performance

Performance summary

Invesco California Tax-Free Income Fund posted negative returns for the fiscal year ended August 31, 2013. The Fund underperformed its broad market/style-specific benchmark, the Barclays California Municipal Index. The Fund’s overweight allocation to, and security selection in, the long end of the municipal yield curve were the main contributors to its relative performance versus its broad market/style-specific benchmark.

Your Fund’s long-term performance appears later in this report.

Fund vs. Indexes

Total returns, 8/31/12 to 8/31/13, 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	-5.06	%
Class B Shares	-5.11
Class C Shares	-5.57
Class Y Shares	-4.88
Barclays California Municipal Index‚(Broad Market/Style-Specific Index)	-3.03
Lipper California Municipal Debt Funds Indexn(Peer Group Index)	-4.46

Source(s): ^‚Barclays via FactSet Research Systems Inc.; ⁿLipper Inc.

How we invest

The Fund normally invests at least 80% of its assets in securities that pay interest exempt from federal and California state income tax. 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 that 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 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 tax that we believe entail reasonable credit risk considered in relation to the investment policies of the Fund. 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 interest rate and prepayment risk.

    We typically sell portfolio securities 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 that we evaluate include individual issuer analysis, sector weightings, geographic distribution and quality spreads.

Market conditions and your Fund

California benefits from a large, diverse economy, high wealth levels and a moderate debt burden. As the most populous state in the union, California’s economy

represents 13% of US gross domestic product (GDP).¹ California’s financial performance is volatile relative to most states. Its revenue is sensitive to both GDP and equity market valuations, stemming from the high percentage of personal income taxes collected from a small population of California’s highest income earners. Passage of temporary tax increases in November 2012 improved the state’s short-term financial standing, but also increased the sensitivity of tax revenues to the economic cycle. California’s economy is improving, with a declining unemployment rate and an improving housing market.

    Throughout the Fund’s reporting period, fundamentals for municipal debt issuers improved on the whole. Quarterly state tax collections increased year-over-year for 15 consecutive quarters through the second quarter of 2013 (the most recent results available).² Rising home prices and expanding new housing starts, which drive property tax receipts, were also supportive for municipal issuers.

    Performance for the municipal bond asset class, however, can be divided into distinct time periods. From September 2012 through April 2013, performance generally followed the improving credit trends in the municipal market. Positive returns were further bolstered by limited new issuance and continued inflows into the asset class. Municipal bond funds recorded $50 billion of net inflows in 2012 and an additional $9 billion during the first quarter of 2013.³ In fact, the quarter ending March 31, 2013, marked the ninth consecutive⁴ quarter of positive performance for the broad municipal bond market. April was also a strong month for the market.

    Beginning in May, market sentiment began to shift and technical market forces drove performance to diverge from issuer fundamentals. As the economy gradually improved, the market became increasingly wary over the specter of rising interest rates. In late June, fixed income investors’ concerns were further

Portfolio Composition
By security type, based on total investments
Revenue Bonds	80.2	%
General Obligation Bonds	15.6
Pre-refunded Bonds	3.3
Other	0.9

Top Five Fixed Income Holdings
1.  Long Beach (City of) Financing Authority; Series 1992	4.4	%
2.  Southern California Metropolitan Water District; Series 2009 B	2.6
3.  Bay Area Toll Authority (San Francisco Bay Area); Series 2009 F-1	1.6
4.  San Francisco (City & County of) Airport Commission (San Francisco International Airport); Series 2011 C	1.5
5.  California (State of); Series 2009	1.5

Total Net Assets	$363.2 million
Total Number of Holdings	215

The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.

4                Invesco California Tax-Free Income Fund

inflamed when the US Federal Reserve made public comments on the timing for tapering its government and mortgage bond buying program. Relatively modest outflows from municipal bond funds of more than $750 million in May turned into a deluge of redemptions in excess of $16 billion in June.³

    While nearly all fixed income asset classes sold off in June, municipal bonds were particularly hard hit. Retail investors who saw their funds’ net asset values (NAVs) drop sold shares, prompting fund managers to raise cash to meet redemptions by selling bonds. Bond selling in the unidirectional market put further pressure on NAVs, causing more investors to exit the municipal bond asset class.

    Additional concerns crept into the market in July, when the city of Detroit filed the largest municipal bankruptcy on record⁵ and Moody’s downgraded Chicago’s general obligation debt three notches. These idiosyncratic events were largely anticipated by professional investors. Nonetheless, municipal bond funds experienced additional volatility from the reintroduction of headline risk, notwithstanding broad based credit improvement across the municipal bond asset class. In July and August, municipal bond funds experienced net outflows of approximately $10 billion and $11.5 billion, respectively.³ For the reporting period, net outflows totaled approximately $20 billion.³

    We recognize this summer’s sell-off was painful for investors. The current environment, however, may present opportunities for long-term investors. As of the end of the fiscal year, municipal bonds were priced attractively relative to Treasuries. The muni-to-Treasury yield ratio of 121% compares to a 10-year historical average of 100%.⁶ A higher ratio indicates relative cheapness. Additionally, higher rates have limited, and may continue to limit, the supply of municipal refinancing deals coming to market. While redemptions remain elevated, the pace of net outflows has decreased since June. Finally, more and higher taxes, including the 3.8% Medicare tax on investment income,⁷ from which municipal bonds are exempt, make municipal bond yields more attractive on an after-tax basis for tax-affected investors.

    For the reporting period, rising rates during the summer sell-off had the largest negative impact on both the Fund and its broad market/style-specific index. Longer duration, interest-rate-sensitive bonds were most affected and were the largest negative contributor to absolute

performance. The Fund’s longer duration bonds and overweight position in the long-end of the yield curve were also the largest source of underperformance relative to its broad market/style-specific index. Security selection in the middle of the yield curve partially offset underperformance.

    The Fund held an off-index position in Puerto Rican revenue bonds, which also contributed to underperformance. Following the Detroit bankruptcy filing and Chicago downgrades this summer, investors moved out of more volatile names like Puerto Rico. Puerto Rican debt is held in single-state municipal funds as a tool to diversify risk and because of its triple tax exempt status. While Puerto Rico negatively impacted returns from revenue bonds, security selection in general obligation bonds made a positive contribution to relative performance.

    During the reporting period, leverage made a negative contribution to the performance of the Fund. The Fund achieved a leveraged position through the use of inverse floating rate securities. The Fund uses leverage because we believe that, over time, leveraging provides opportunities for additional income and total return for shareholders. However, use of leverage also can expose shareholders to additional volatility. For more information about the Fund’s use of leverage, see the Notes to Financial Statements later in this report.

    Thank you for investing in Invesco California Tax-Free Income Fund and for sharing our long-term investment horizon.

1 Source: California Legislative Analyst’s Office

2 Source: US Census Bureau

3 Source: Morningstar

4 Source: Barclays

5 Source: Moody’s

6 Source: Thomson Municipal Market Data

7 Source: Internal Revenue Service

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, if applicable, index disclosures later in this report.

	Thomas Byron Portfolio manager, is manager of Invesco California Tax-Free Income Fund. He joined Invesco in 2010. Mr. Byron
earned a BS in finance from Marquette University and an MBA in finance from DePaul University.

	Robert Stryker Chartered Financial Analyst, portfolio manager, is manager of Invesco California Tax-Free Income Fund. He joined
Invesco in 2010. Mr. Stryker earned a BS in finance from the University of Illinois at Chicago.

	Julius Williams Portfolio manager, is manager of Invesco California Tax-Free Income Fund. He joined Invesco in 2010. Mr. Williams
earned a BA in economics and sociology and a Master of Education degree in educational psychology from the University of Virginia.

	Robert Wimmel Portfolio manager, is manager of Invesco California Tax-Free Income Fund. He joined Invesco in 2010. Mr. Wimmel
earned a BA in anthropology from the University of Cincinnati and an MA in economics from the University of Illinois at Chicago.

5                Invesco California Tax-Free Income Fund

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class(es)

Fund and index data from 8/31/03

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 contingent deferred sales charges, if applicable. 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 above and before tax table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.

continued from page 8

economic developments. Values of junk bonds can decline significantly over short periods of time.

n Municipal securities risk. 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. 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 Synthetic securities risk. Fluctuations in the values of synthetic securities may not correlate perfectly with the instruments they are designed to replicate . Synthetic securities may be subject to interest rate changes, market price fluctuations, counterparty risk and liquidity risk.

About indexes used in this report

n The Barclays California Municipal Index is an unmanaged index considered representative of California investment grade municipal bonds.

n The Lipper California 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 index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index(es).

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.

6                Invesco California Tax-Free Income Fund

Average Annual Total Returns
As of 8/31/13, including maximum applicable sales charges
	Before Taxes			After Taxes on Distributions			After Taxes on Distributions and Sale of Fund Shares
Class A Shares
Inception (7/28/97)		3.86	%		3.77	%		3.97	%
10 Years		3.44			3.37			3.64
5 Years		3.17			3.15			3.46
1 Year		-9.13			-9.13			-3.49
Class B Shares
Inception (7/11/84)		6.08	%		5.97	%		6.00	%
10 Years		3.94			3.87			4.07
5 Years		3.73			3.71			3.93
1 Year		-9.67			-9.67			-3.74
Class C Shares
Inception (7/28/97)		3.63	%		3.55	%		3.71	%
10 Years		3.36			3.29			3.49
5 Years		3.55			3.54			3.66
1 Year		-6.48			-6.48			-2.14
Class Y Shares
Inception (7/28/97)		4.40	%		4.31	%		4.47	%
10 Years		4.13			4.06			4.26
5 Years		4.32			4.31			4.44
1 Year		-4.88			-4.88			-0.90

Average Annual Total Returns
As of 6/30/13, the most recent calendar quarter end, including maximum applicable sales charges
	Before Taxes			After Taxes on Distributions			After Taxes on Distributions and Sale of Fund Shares
Class A Shares
Inception (7/28/97)		4.11	%		4.02	%		4.16	%
10 Years		3.43			3.36			3.60
5 Years		3.98			3.97			4.07
1 Year		-3.95			-3.95			-0.53
Class B Shares
Inception (7/11/84)		6.23	%		6.12	%		6.12	%
10 Years		3.95			3.88			4.04
5 Years		4.56			4.55			4.55
1 Year		-4.57			-4.57			-0.81
Class C Shares
Inception (7/28/97)		3.88	%		3.80	%		3.90
10 Years		3.36			3.29			3.46
5 Years		4.36			4.35			4.27
1 Year		-1.19			-1.19			0.87
Class Y Shares
Inception (7/28/97)		4.65	%		4.57	%		4.66	%
10 Years		4.13			4.07			4.22
5 Years		5.16			5.15			5.07
1 Year		0.51			0.51			2.18

Effective June 1, 2010, Class A, Class B, Class C and Class I shares of the predecessor fund, Morgan Stanley California Tax-Free Income 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 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 0.87%, 0.88%, 1.38% and 0.63%, 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 4.25% 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.

After-tax returns are calculated using the historical highest individual federal marginal income tax rate. They do not reflect the effect of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares in tax-deferred accounts such as
401(k)s or IRAs. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.

7                Invesco California Tax-Free Income Fund

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, 2013, 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 Class B shares may not be purchased for new or additional investments. 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. 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. Interest rate risk refers to fluctuations in the value of a fixed-income security resulting from changes in the general level of interest rates. When the general level of interest rates goes up, the prices of most fixed-income securities go down. When the general level of interest rates goes down, the prices of most fixed-income securities go up. Zero coupon securities are typically subject to greater price fluctuations than comparable securities that pay current interest.

n Derivatives risk. The performance of derivative instruments is tied to the performance of an underlying currency, security, index or other instrument. In addition to risks relating to their underlying instruments, the use of derivatives may include other, possibly greater, risks. Derivatives involve costs, may be volatile, and may involve a small initial investment relative to the risk assumed. Risks

associated with the use of derivatives include counterparty, leverage, correlation, liquidity, tax, market, interest rate and management risks. Derivatives may also be more difficult to purchase, sell or value than other investments. The Fund may lose more than the cash amount invested on investments in derivatives. Investors should bear in mind that, while the Fund intends to use derivative strategies, it is not obligated to actively engage in these transactions, generally or in any particular kind of derivative, if the investment manager elects not to do so due to availability, cost, market conditions or other factors.

n Lease obligations risk. Leases and installment purchase or conditional sale contracts (which may provide for title to the 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 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 disposition of the property.

n Private activity bonds risk. 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 users of the project to pay for the facilities. This could cause your investment in the Fund to lose value.

n Inverse floating rate municipal obligations risk. 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. The 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. The interest rates on these obligations generally move in the reverse direction of market interest rates. If market interest rates fall, the interest rate on the obligations will increase and if market interest rates increase, the interest rate on the obligations will fall.

n Alternative minimum tax risk. A portion of the Fund’s otherwise tax-exempt income may be taxable to those shareholders subject to the federal alternative minimum tax.

n State-Specific risk. The Fund is more susceptible to political, economic, regulatory or other factors affecting issuers of California municipal securities than a fund that does not limit its investments to such issuers.

n High yield bond (junk bond) risk. 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

continued on page 6

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

8                Invesco California Tax-Free Income Fund

Fund Nasdaq Symbols
Class A Shares	CLFAX
Class B Shares	CLFBX
Class C Shares	CLFCX
Class Y Shares	CLFDX

Schedule of Investments

August 31, 2013

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Municipal Obligations–106.37%
California–99.88%
ABAG Finance Authority for Non-profit Corps. (Episcopal Senior Communities); Series 2012, Ref. RB		5.00	%		07/01/32	$	2,000	$	1,853,600
ABAG Finance Authority for Non-profit Corps. (Sharp Healthcare); Series 2012 A, RB		5.00	%		08/01/28		900		917,622
Adelanto (City of) Public Utility Authority (Utility System); Series 2009 A, Ref. RB		6.75	%		07/01/39		2,300		2,369,966
Alameda (County of) Joint Powers Authority (Juvenile Justice Refunding); Series 2008 A, Lease RB (INS–AGM)(a)		5.00	%		12/01/25		750		793,418
Alhambra (City of) (Atherton Baptist Homes); Series 2010 A, RB		7.63	%		01/01/40		1,575		1,601,554
Alhambra Unified School District (Election of 1999); Series 1999 A, Unlimited Tax CAB GO Bonds (INS–AGM)(a)(b)		0.00	%		09/01/20		1,925		1,501,769
Anaheim (City of) Public Financing Authority (Anaheim Public Improvements); Series 1997 C, Sub. Lease RB (INS–AGM)(a)		6.00	%		09/01/16		4,000		4,453,520
Anaheim (City of) Public Financing Authority (Electric System Distribution Facilities); Series 2011 A, RB		5.38	%		10/01/36		2,500		2,642,950
Arcadia Unified School District (Election of 2006); Series 2007 A, Unlimited Tax GO Bonds (INS–AGM)(a)		5.00	%		08/01/37		1,500		1,503,210
Bakersfield (City of); Series 2007 A, Wastewater RB (INS–AGM)(a)		5.00	%		09/15/32		2,215		2,236,397
Bay Area Governments Association (California Capital); Series 2001 A, Lease RB (INS–AMBAC)(a)		5.25	%		07/01/17		1,430		1,495,237
Bay Area Governments Association (West Sacramento); Series 2004 A, Lease RB(c)(d)		5.00	%		09/01/14		2,735		2,865,924
Bay Area Toll Authority (San Francisco Bay Area);
Series 2008 F-1, Toll Bridge RB(e)		5.00	%		04/01/39		1,250		1,268,350
Series 2008 F-1, Toll Bridge RB		5.00	%		04/01/39		2,500		2,536,700
Series 2009 F-1, Toll Bridge RB(e)		5.25	%		04/01/26		4,685		5,191,308
Series 2009 F-1, Toll Bridge RB(e)		5.25	%		04/01/29		5,205		5,689,898
Series 2009 F-1, Toll Bridge RB(e)		5.13	%		04/01/39		1,500		1,514,070
Bay Area Water Supply & Conservation Agency; Series 2013 A, RB		5.00	%		10/01/34		1,500		1,539,015
Beverly Hills Unified School District (Election of 2008);
Series 2009, Unlimited Tax CAB GO Bonds(b)		0.00	%		08/01/26		1,465		837,555
Series 2009, Unlimited Tax CAB GO Bonds(b)		0.00	%		08/01/32		3,045		1,127,655
Bonita Unified School District (Election of 2004); Series 2004 A, Unlimited Tax GO Bonds(c)(d)		5.00	%		08/01/14		1,000		1,044,200
Brea Olinda Unified School District; Series 2002 A, Ref. COP (INS–AGM)(a)		5.50	%		08/01/18		1,850		1,857,770
California (State of) Educational Facilities Authority (California College of the Arts); Series 2005, RB		5.00	%		06/01/35		2,000		1,796,660
California (State of) Educational Facilities Authority (Chapman University); Series 2011, RB		5.00	%		04/01/31		1,250		1,264,100
California (State of) Educational Facilities Authority (Claremont McKenna College); Series 2007, RB(e)		5.00	%		01/01/38		2,100		2,150,799
California (State of) Educational Facilities Authority (Pitzer College);
Series 2005 A, RB		5.00	%		04/01/35		2,000		2,000,220
Series 2009, RB		6.00	%		04/01/40		2,000		2,144,540
California (State of) Educational Facilities Authority (University of Southern California); Series 2009 B, RB(e)		5.25	%		10/01/39		1,800		1,881,072
California (State of) Health Facilities Financing Authority (Adventist Health System West); Series 2009 A, RB		5.75	%		09/01/39		500		510,540
California (State of) Health Facilities Financing Authority (Catholic Healthcare West);
Series 2009 A, RB		6.00	%		07/01/39		500		534,250
Series 2011 A, RB		5.25	%		03/01/41		2,500		2,465,975
California (State of) Health Facilities Financing Authority (Children’s Hospital Los Angeles); Series 2010, RB (INS–AGM)(a)		5.25	%		07/01/38		2,950		2,829,345
California (State of) Health Facilities Financing Authority (Kaiser Permanente); Series 2006 A, RB		5.25	%		04/01/39		2,000		2,001,100
California (State of) Health Facilities Financing Authority (Providence Health & Services);
Series 2008, RB(c)(d)		6.50	%		10/01/18		20		24,826
Series 2008, RB		6.50	%		10/01/38		980		1,114,995
California (State of) Health Facilities Financing Authority (Scripps Health); Series 2010 A, RB		5.00	%		11/15/36		4,000		3,903,120
California (State of) Health Facilities Financing Authority (St. Joseph Health System); Series 2013 A, RB		5.00	%		07/01/37		1,000		968,800
California (State of) Health Facilities Financing Authority (Stanford Hospital); Series 2008 A-2, Ref. RB		5.25	%		11/15/40		2,000		2,028,460

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

9                         Invesco California Tax-Free Income Fund

	Interest Rate			Maturity Date		Principal Amount (000)		Value
California–(continued)
California (State of) Health Facilities Financing Authority (Sutter Health); Series 2011 B, RB		5.50	%		08/15/26	$	1,000	$	1,087,230
California (State of) Municipal Finance Authority (American Heritage Education Foundation); Series 2006 A, Education RB		5.25	%		06/01/26		1,000		879,670
California (State of) Municipal Finance Authority (Caritas); Series 2012 A, Mobile Home Park RB		5.50	%		08/15/47		1,500		1,429,230
California (State of) Municipal Finance Authority (Community Hospitals of Central California Obligated Group);
Series 2007, COP		5.00	%		02/01/20		2,385		2,513,170
Series 2007, COP		5.25	%		02/01/37		500		464,085
California (State of) Municipal Finance Authority (Eisenhower Medical Center);
Series 2010 A, RB		5.50	%		07/01/30		1,000		985,360
Series 2010 A, RB		5.75	%		07/01/40		1,500		1,481,685
California (State of) Municipal Finance Authority (Emerson College); Series 2011, RB		5.75	%		01/01/33		1,315		1,396,188
California (State of) Municipal Finance Authority (University of La Verne); Series 2010 A, RB		6.13	%		06/01/30		1,000		1,033,620
California (State of) Pollution Control Finance Authority;
Series 2012, Water Furnishing RB(f)(g)		5.00	%		07/01/27		1,000		900,710
Series 2012, Water Furnishing RB(f)(g)		5.00	%		07/01/37		2,500		2,030,325
California (State of) Pollution Control Financing Authority (Waste Management Inc.); Series 2002 A, Ref. Solid Waste Disposal RB(f)		5.00	%		01/01/22		2,000		2,007,600
California (State of) Public Works Board (Various Capital); Series 2011 A, Lease RB		5.13	%		10/01/31		2,000		2,011,080
California (State of) Statewide Communities Development Authority (Adventist Health System/West); Series 2005 A, Health Facility RB		5.00	%		03/01/30		5,000		4,882,000
California (State of) Statewide Communities Development Authority (Alliance for College-Ready Public Schools); Series 2012, School Facility RB		6.10	%		07/01/32		820		798,450
California (State of) Statewide Communities Development Authority (American Baptist Homes of the West); Series 2010, RB		6.25	%		10/01/39		2,000		2,033,700
California (State of) Statewide Communities Development Authority (California Baptist University); Series 2007 A, RB		5.40	%		11/01/27		1,785		1,701,587
California (State of) Statewide Communities Development Authority (Cottage Health System Obligated Group); Series 2010, RB		5.25	%		11/01/30		1,675		1,716,573
California (State of) Statewide Communities Development Authority (Methodist Hospital); Series 2009, RB (INS–FHA)(a)		6.75	%		02/01/38		445		513,499
California (State of) Statewide Communities Development Authority (Southern California Presbyterian Homes);
Series 2009, Senior Living RB		6.25	%		11/15/19		2,000		2,218,980
Series 2009, Senior Living RB		7.25	%		11/15/41		500		535,810
California (State of) Statewide Communities Development Authority (Terraces at San Joaquin Garden); Series 2012, RB		5.63	%		10/01/32		1,000		947,340
California (State of) Statewide Communities Development Authority (University of California—Irvine East Campus Apartments); Series 2012, Ref. Student Housing RB		5.38	%		05/15/38		2,000		1,960,960
California (State of);
Series 2004 A1, VRD Unlimited Tax GO Bonds (LOC-Citibank, N.A.)(h)(i)		0.04	%		05/01/34		3,600		3,600,000
Series 2009, Various Purpose Unlimited Tax GO Bonds		5.75	%		04/01/31		5,000		5,341,100
Series 2009, Various Purpose Unlimited Tax GO Bonds		6.00	%		11/01/35		1,750		1,963,955
Series 2009, Various Purpose Unlimited Tax GO Bonds		6.00	%		04/01/38		1,250		1,384,537
Series 2010, Unlimited Tax GO Bonds		5.25	%		11/01/40		3,000		3,046,320
Series 2011, Various Purpose Unlimited Tax GO Bonds		5.00	%		09/01/32		2,450		2,514,998
Series 2011, Various Purpose Unlimited Tax GO Bonds		5.00	%		10/01/41		2,500		2,492,400
Series 2012, Ref. Unlimited Tax GO Bonds		5.25	%		02/01/30		2,000		2,102,660
California Infrastructure & Economic Development Bank (Broad Museum); Series 2011 A, RB		5.00	%		06/01/21		3,000		3,483,120
California Special Districts Association Finance Corp. (Special Districts Finance Program); Series 1997 DD, COP (INS–AGM)(a)		5.63	%		01/01/27		1,050		1,050,473
California State University; Series 2009 A, Systemwide RB (INS–AGC)(a)		5.25	%		11/01/38		1,000		1,031,190
Chino Basin Regional Financing Authority (Inland Empire Utilities Agency); Series 2008 A, RB (INS–AMBAC)(a)		5.00	%		11/01/33		725		729,285
Clovis Unified School District (Election of 2004); Series 2004 A, Unlimited Tax CAB GO Bonds (INS–NATL)(a)(b)		0.00	%		08/01/29		735		311,302
Desert Community College District (Election of 2004); Series 2007 C, Unlimited Tax GO Bonds (INS–AGM)(a)		5.00	%		08/01/37		2,500		2,509,600

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

10                         Invesco California Tax-Free Income Fund

	Interest Rate			Maturity Date		Principal Amount (000)		Value
California–(continued)
East Bay Municipal Utility District; Series 2010 A, Ref. Sub. Water System RB		5.00	%		06/01/36	$	2,000	$	2,081,040
Eden (Township of) Healthcare District; Series 2010, COP		6.13	%		06/01/34		1,000		1,007,850
El Dorado (County of) Irrigation District; Series 2009 A, COP (INS–AGC)(a)		5.75	%		08/01/39		1,000		1,032,260
El Monte Union High School District (Election of 2008); Series 2009 A, Unlimited Tax GO Bonds (INS–AGC)(a)		5.50	%		06/01/34		1,000		1,051,150
El Segundo Unified School District (Election of 2008); Series 2009 A, Unlimited Tax CAB GO Bonds(b)		0.00	%		08/01/33		4,430		1,391,197
Fairfield (City of) Community Facilities District No. 3 (North Cordelia General Improvements); Series 2008, Special Tax RB		6.00	%		09/01/32		1,800		1,864,314
Fontana (City of) Public Financing Authority (North Fontana Redevelopment); Series 2003 A, Tax Allocation RB (INS–AMBAC)(a)		5.38	%		09/01/25		1,500		1,501,155
Fontana (City of) Redevelopment Agency (Downtown Redevelopment); Series 2000, Ref. Tax Allocation RB (INS–NATL)(a)		5.00	%		09/01/21		1,480		1,480,178
Foothill-Eastern Transportation Corridor Agency; Series 1999, Ref. Toll Road RB (INS–NATL)(a)		5.13	%		01/15/19		4,000		4,002,400
Fullerton (City of) Community Facilities District No. 1 (Amerige Heights);
Series 2012, Ref. Special Tax RB		5.00	%		09/01/26		960		984,240
Series 2012, Ref. Special Tax RB		5.00	%		09/01/32		1,090		1,052,395
Gilroy Unified School District (Election of 2008);
Series 2009 A, Unlimited Tax CAB GO Bonds(b)(c)(d)		0.00	%		08/01/29		615		321,307
Series 2009 A, Unlimited Tax CAB GO Bonds (INS–AGC)(a)(b)		0.00	%		08/01/29		4,735		1,953,377
Series 2009 A, Unlimited Tax CAB GO Bonds(b)(c)(d)		0.00	%		08/01/31		2,235		1,057,490
Series 2009 A, Unlimited Tax CAB GO Bonds (INS–AGC)(a)(b)		0.00	%		08/01/31		1,415		512,371
Glendora (City of) Public Finance Authority; Series 2003 A, Project No. One Tax Allocation RB (INS–NATL)(a)		5.00	%		09/01/24		2,425		2,434,166
Golden State Tobacco Securitization Corp.; Series 2013 A, Enhanced Tobacco Settlement Asset-Backed RB		5.00	%		06/01/30		2,000		1,988,620
Hanford Joint Union High School District (Election of 1998); Series 2004 C, Unlimited Tax GO Bonds (INS–NATL)(a)		5.70	%		08/01/28		2,230		2,267,865
Inglewood (City of) Redevelopment Agency (Merged Redevelopment); Series 1998 A, Ref. Tax Allocation RB (INS–AMBAC)(a)		5.25	%		05/01/23		1,000		1,028,180
Irvine (City of) (Reassessment District No. 12-1); Series 2012, Limited Obligation Improvement Bonds		4.00	%		09/02/22		2,150		2,170,468
Irvine (City of) (Reassessment District No. 13-1); Series 2013, Limited Obligation Special Assessment RB		5.00	%		09/02/24		825		845,237
Irvine Unified School District (Community Facilities District No. 06-1- Portola Springs); Series 2010, Special Tax RB		6.70	%		09/01/35		515		548,367
Kern (County of) (Capital Improvements); Series 2009 A, COP (INS–AGC)(a)		5.75	%		08/01/35		1,000		1,075,650
Kern (County of) Water Agency Improvement District No. 4; Series 2008 A, COP (INS–AGC)(a)		5.00	%		05/01/28		1,700		1,748,314
Lodi (City of); Series 2007 A, Wastewater System Revenue COP (INS–AGM)(a)		5.00	%		10/01/37		1,000		1,005,460
Long Beach (City of) Bond Finance Authority (Aquarium of the Pacific); Series 2012, Ref. RB		5.00	%		11/01/29		2,000		2,038,820
Long Beach (City of) Financing Authority; Series 1992, RB (INS–AMBAC)(a)		6.00	%		11/01/17		15,095		15,786,653
Long Beach (City of); Series 2010 A, Sr. Airport RB		5.00	%		06/01/40		2,500		2,376,075
Los Angeles (City of) (FHA Insured Mortgage Loans—Section 8 Assisted); Series 1997 A, Ref. Mortgage RB (INS–NATL)(a)		6.10	%		07/01/25		460		460,547
Los Angeles (City of) Department of Airports (Los Angeles International Airport);
Series 2010 A, Sr. RB		5.00	%		05/15/35		2,500		2,508,300
Series 2010 B, Sub. RB		5.00	%		05/15/40		1,000		1,003,320
Los Angeles (City of) Department of Water & Power;
Series 2004 C, Water System RB(c)(d)		5.00	%		07/01/14		1,000		1,040,380
Series 2011 A, Power System RB(e)		5.00	%		07/01/22		1,800		2,056,464
Series 2011 A, Water System RB		5.25	%		07/01/39		1,500		1,560,975
SubSeries 2006 A-1, Water System RB (INS–AMBAC)(a)		5.00	%		07/01/36		1,485		1,524,961
SubSeries 2007 A-1, Power System RB (INS–AMBAC)(a)		5.00	%		07/01/37		1,000		1,013,540
SubSeries 2008 A-1, Power System RB		5.25	%		07/01/38		2,000		2,050,180
Los Angeles (City of); Series 2012 B, Ref. Sub. Wastewater System RB		5.00	%		06/01/32		3,000		3,107,340
Los Angeles (County of) Metropolitan Transportation Authority; Series 2005 A, Proposition A First Tier Sr. Sales Tax RB (INS–AMBAC)(a)		5.00	%		07/01/35		1,000		1,019,100
Los Angeles Community College District (Election of 2003); Series 2008 F-1, Unlimited Tax GO Bonds(e)		5.00	%		08/01/33		2,000		2,017,620

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

11                         Invesco California Tax-Free Income Fund

	Interest Rate			Maturity Date		Principal Amount (000)		Value
California–(continued)
Los Angeles County Schools Regionalized Business Services Corp. (Los Angeles County Schools Pooled Financing Program); Series 1999 A, CAB COP (INS–AMBAC)(a)(b)		0.00	%		08/01/24	$	1,265	$	685,402
Los Angeles Unified School District (Election of 2004);
Series 2007 H, Unlimited Tax GO Bonds (INS–AGM)(a)		5.00	%		07/01/32		1,000		1,031,920
Series 2009 I, Unlimited Tax GO Bonds (INS–AGC)(a)		5.00	%		01/01/34		3,000		3,023,970
Madera (County of) (Valley Children’s Hospital); Series 1995, COP (INS–NATL)(a)		6.50	%		03/15/15		3,285		3,434,172
Menifee Union School District (Election of 2008); Series 2009 C, Unlimited Tax CAB GO Bonds (INS–AGC)(a)(b)		0.00	%		08/01/35		940		244,447
Montclair (City of) Redevelopment Agency (Montclair Redevelopment Project No. V); Series 2001, Ref. Tax Allocation RB (INS–NATL)(a)		5.00	%		10/01/20		1,495		1,496,884
Montebello Unified School District (Election of 2004); Series 2009 A-1, Unlimited Tax GO Bonds (INS–AGC)(a)		5.25	%		08/01/34		1,000		1,016,210
Moorpark Unified School District (Election of 2008); Series 2009 A, Unlimited Tax CAB GO Bonds (INS–AGC)(a)(b)		0.00	%		08/01/31		840		305,760
Morongo Band of Mission Indians (The) (Enterprise Casino); Series 2008 B, RB(g)		6.50	%		03/01/28		1,000		1,080,280
Mountain View (City of) Shoreline Regional Park Community; Series 2001 A, Tax Allocation RB (INS–NATL)(a)		5.25	%		08/01/16		1,570		1,574,066
National City (City of) Community Development Commission (National City Redevelopment); Series 2011, Tax Allocation RB		7.00	%		08/01/32		1,500		1,707,795
Norco (City of) Financing Authority; Series 2009, Ref. Enterprise RB (INS–AGM)(a)		5.63	%		10/01/34		1,000		1,041,980
Palomar Pomerado Health; Series 2009, COP		6.75	%		11/01/39		2,000		2,046,220
Panama-Buena Vista Union School District (School Construction); Series 2006, COP (INS–NATL)(a)		5.00	%		09/01/30		1,045		1,049,326
Paramount Unified School District (Election of 2006); Series 2007, Unlimited Tax GO Bonds (INS–AGM)(a)		5.25	%		08/01/30		1,600		1,640,304
Pittsburg Unified School District (Election of 2006); Series 2009 B, Unlimited Tax GO Bonds (INS–AGM)(a)		5.50	%		08/01/31		1,000		1,083,620
Pomona (City of) Public Financing Authority (Merged Redevelopment);
Series 2001 AD, Tax Allocation RB (INS–NATL)(a)		5.00	%		02/01/15		2,020		2,024,343
Series 2001 AD, Tax Allocation RB (INS–NATL)(a)		5.00	%		02/01/16		1,110		1,111,954
Series 2007 AW, Sub. RB		5.13	%		02/01/33		1,075		933,928
Port Hueneme (City of) (Capital Improvement Program); Series 1992, Ref. COP (INS–NATL)(a)		6.00	%		04/01/19		1,195		1,319,519
Poway Unified School District (Election of 2008—School Facilities Improvement District No. 2007-1); Series 2009 A, Unlimited Tax CAB GO Bonds(b)		0.00	%		08/01/32		6,460		2,190,005
Rancho Cordova (City of) Community Facilities District No. 2003-1 (Sunridge Anatolia);
Series 2012, Ref. Special Tax RB		5.00	%		09/01/24		730		724,518
Series 2012, Ref. Special Tax RB		5.00	%		09/01/27		1,000		960,100
Rancho Cucamonga (City of) Redevelopment Agency (Rancho Redevelopment Housing Set Aside) Series 2007 A, Tax Allocation RB (INS–NATL)(a)		5.00	%		09/01/34		1,000		913,770
Rancho Cucamonga (City of) Redevelopment Agency (Rancho Redevelopment); Series 2001, Tax Allocation RB (INS–NATL)(a)		5.38	%		09/01/25		3,000		3,000,180
Redding (City of) Redevelopment Agency (Canby-Hilltop-Cypress Redevelopment); Series 2003 A, Tax Allocation RB (INS–NATL)(a)		5.00	%		09/01/23		1,400		1,404,200
Regents of the University of California;
Series 2009 E, Medical Center Pooled RB		5.50	%		05/15/27		2,500		2,708,225
Series 2009 O, General RB(e)		5.75	%		05/15/23		705		826,309
Series 2009 O, General RB(e)		5.75	%		05/15/25		1,050		1,228,794
Series 2009 Q, General RB(e)(j)		5.00	%		05/15/34		920		951,252
Riverside (City of);
Series 2008 B, Water RB (INS–AGM)(a)		5.00	%		10/01/33		1,000		1,013,840
Series 2008 D, Electric RB (INS–AGM)(a)		5.00	%		10/01/28		500		519,755
Series 2008 D, Electric RB (INS–AGM)(a)		5.00	%		10/01/38		1,800		1,833,876
Riverside (County of) Transportation Commission;
Series 2010 A, Limited Sales Tax RB		5.00	%		06/01/32		1,500		1,545,795
Series 2013 A, Limited Sales Tax RB		5.25	%		06/01/24		1,325		1,533,409
Sacramento (City of) Municipal Utility District; Series 2011 X, Ref. Electric RB		5.00	%		08/15/27		2,150		2,279,860
Sacramento (County of) Sanitation Districts Financing Authority (Sacramento Regional County Sanitation District);
Series 2006, RB (INS–NATL)(a)		5.00	%		12/01/29		2,000		2,078,340
Series 2011 A, Ref. RB		5.00	%		12/01/26		1,500		1,625,475

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

12                         Invesco California Tax-Free Income Fund

	Interest Rate			Maturity Date		Principal Amount (000)		Value
California–(continued)
Sacramento (County of);
Series 2008 A, Sr. Airport System RB (INS–AGM)(a)		5.00	%		07/01/32	$	1,000	$	1,006,330
Series 2008 A, Sr. Airport System RB (INS–AGM)(a)		5.00	%		07/01/41		1,015		1,007,388
Series 2010, Sr. Airport System RB		5.00	%		07/01/40		2,200		2,102,870
San Buenaventura (City of) (Community Memorial Health System); Series 2011, RB		7.50	%		12/01/41		2,000		2,159,000
San Diego (City of) Public Facilities Financing Authority (Southcrest & Central Imperial Redevelopment); Series 2007 B, Pooled Financing Tax Allocation RB (INS–Radian)(a)		5.25	%		10/01/27		2,535		2,431,344
San Diego (City of) Public Facilities Financing Authority; SubSeries 2012 A, Ref. Water RB		5.00	%		08/01/32		2,215		2,305,461
San Diego (County of) Regional Airport Authority; Series 2013 B, Sr. RB(f)		5.00	%		07/01/29		1,270		1,265,784
San Diego Community College District (Election of 2002); Series 2009, Unlimited Tax GO Bonds(e)		5.25	%		08/01/33		1,500		1,628,685
San Diego Community College District (Election of 2006); Series 2011, Unlimited Tax GO Bonds		5.00	%		08/01/31		2,500		2,607,800
San Francisco (City & County of) Airport Commission (San Francisco International Airport);
Series 2009 E, Second Series RB		6.00	%		05/01/39		1,000		1,128,780
Series 2011 C, Ref. Second Series RB(f)		5.00	%		05/01/23		5,000		5,366,000
Series 2011 G, Second Series RB		5.25	%		05/01/28		2,000		2,108,200
San Francisco (City & County of) Public Utilities Commission (Water System Improvement Program); SubSeries 2011 A, Water RB		5.00	%		11/01/36		4,000		4,077,640
San Francisco (City & County of) Redevelopment Financing Authority (Mission Bay North Redevelopment); Series 2011 C, Tax Allocation RB		6.75	%		08/01/41		1,000		1,096,290
San Francisco (City & County of) Redevelopment Financing Authority (Mission Bay South Redevelopment); Series 2011 D, Tax Allocation RB		7.00	%		08/01/33		500		536,640
San Francisco (City & County of) Successor Agency to the Redevelopment Agency Community Facilities District No. 6 (Mission Bay South Public Improvements); Series 2013 A, Ref. Special Tax RB		5.00	%		08/01/33		500		476,340
San Francisco (City of) Bay Area Rapid Transit District; Series 2012 A, RB		5.00	%		07/01/36		1,000		1,022,880
San Jose Evergreen Community College District (Election of 2004); Series 2008 B, Unlimited Tax CAB GO Bonds (INS–AGM)(a)(b)		0.00	%		09/01/31		3,110		1,181,271
San Luis Obispo (County of) Financing Authority (Lopez Dam Improvement); Series 2011 A, Ref. RB (INS–AGM)(a)		5.00	%		08/01/30		1,500		1,520,505
San Mateo (City of) Community Facilities District No. 2008-1 (Bay Meadows); Series 2013, Special Tax RB		5.00	%		09/01/42		1,000		930,670
Santa Clara (County of) Financing Authority (Multiple Facilities); Series 2008 L, Ref. Lease RB		5.25	%		05/15/36		3,000		3,113,130
Santa Margarita Water District (Community Facilities District No. 2013-1);
Series 2013, Special Tax RB		5.63	%		09/01/36		1,000		991,720
Series 2013, Special Tax RB		5.63	%		09/01/43		1,000		976,640
Santaluz Community Facilities District No. 2 (Improvement Area No. 1);
Series 2011 A, Ref. Special Tax RB(c)(d)		5.00	%		09/01/28		825		829,323
Series 2011 A, Ref. Special Tax RB(c)(d)		5.00	%		09/01/29		715		709,559
Series 2011 A, Ref. Special Tax RB(c)(d)		5.10	%		09/01/30		465		460,308
Sierra View Local Health Care District; Series 2007, RB		5.25	%		07/01/32		1,500		1,410,180
Simi Valley Unified School District (Election of 2004);
Series 2007 C, Unlimited Tax CAB GO Bonds (INS–AGM)(a)(b)		0.00	%		08/01/28		3,480		1,589,942
Series 2007 C, Unlimited Tax CAB GO Bonds (INS–AGM)(a)(b)		0.00	%		08/01/30		2,765		1,073,650
Sonoma-Marin Area Rail Transit District; Series 2012 A, Measure Q Sales Tax RB		5.00	%		03/01/29		2,000		2,075,740
South Gate (City of) Public Financing Authority (South Gate Redevelopment Project No. 1); Series 2002, Tax Allocation RB (INS–SGI)(a)		5.75	%		09/01/22		1,000		1,012,070
Southern California Metropolitan Water District;
Series 2005 A, RB (INS–AGM)(a)		5.00	%		07/01/35		1,520		1,553,136
Series 2009 B, Ref. RB(e)		5.00	%		07/01/27		8,585		9,342,197
Southern California Public Power Authority (Mead-Adelanto); Series 1994 A, RB (INS–AMBAC)(a)(k)		9.68	%		07/01/15		3,500		3,807,020
Southern California Public Power Authority (Mead-Phoenix); Series 1994 A, RB (INS–AMBAC)(a)(k)		9.68	%		07/01/15		2,500		2,720,950
Southern California Public Power Authority (Milford Wind Corridor Phase II);
Series 2011 1, RB(e)		5.25	%		07/01/29		2,100		2,202,900
Series 2011 1, RB(e)		5.25	%		07/01/31		2,100		2,174,844

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

13                         Invesco California Tax-Free Income Fund

	Interest Rate			Maturity Date		Principal Amount (000)		Value
California–(continued)
Tejon Ranch Public Facilities Financing Authority Community Facilities District No. 2008-1 (Tejon Industrial Complex Public Improvements-East);
Series 2012 A, Ref. Special Tax RB		5.00	%		09/01/32	$	750	$	674,280
Series 2012 B, Special Tax RB		5.00	%		09/01/32		750		674,280
Temecula (City of) Redevelopment Agency (Temecula Redevelopment Project No. 1); Series 2002, Tax Allocation RB (INS–NATL)(a)		5.13	%		08/01/27		2,150		2,183,217
Tustin (City of) Public Financing Authority; Series 2011 A, Water RB		5.00	%		04/01/41		1,000		1,015,090
Twin Rivers Unified School District; Series 2009, Unlimited Tax CAB GO BAN(b)		0.00	%		04/01/14		1,700		1,693,404
Val Verde Unified School District; Series 2009 A, Ref. COP (INS–AGC)(a)		5.13	%		03/01/36		1,475		1,466,224
Vernon (City of); Series 2009 A, Electric System RB		5.13	%		08/01/21		2,000		2,139,320
Walnut (City of) Energy Center Authority; Series 2010 A, Ref. RB		5.00	%		01/01/35		3,000		2,953,380
West Contra Costa Unified School District; Series 2005, Unlimited Tax CAB GO Bonds (INS–NATL)(a)(b)		0.00	%		08/01/25		2,500		1,327,250
Western Riverside (County of) Water & Wastewater Financing Authority (Eastern Municipal Water District Improvement); Series 2009, RB (INS–AGC)(a)		5.63	%		09/01/39		1,000		1,034,680
Yosemite Community College District (Election of 2004); Series 2008 C, Unlimited Tax CAB GO Bonds (INS–AGM)(a)(b)		0.00	%		08/01/24		4,685		2,876,731
									362,750,454
Guam–1.58%
Guam (Territory of) (Section 30);
Series 2009 A, Limited Obligation RB		5.38	%		12/01/24		1,000		1,033,840
Series 2009 A, Limited Obligation RB		5.63	%		12/01/29		660		676,163
Guam (Territory of) International Airport Authority; Series 2013 C, General RB(f)		6.25	%		10/01/34		1,000		998,770
Guam (Territory of) Power Authority; Series 2012 A, Ref. RB (INS–AGM)(a)		5.00	%		10/01/25		1,500		1,604,430
Guam (Territory of); Series 2011 A, Business Privilege Tax RB		5.13	%		01/01/42		1,500		1,427,850
									5,741,053
Puerto Rico–3.95%
Puerto Rico (Commonwealth of) Electric Power Authority;
Series 2007 TT, RB		5.00	%		07/01/37		2,000		1,370,180
Series 2010 AAA, RB		5.25	%		07/01/29		2,000		1,518,160
Puerto Rico (Commonwealth of) Industrial Tourist Educational, Medical & Environmental Control Facilities Financing Authority (Ana G. Mendez University System); Series 2012, Ref. RB		5.38	%		04/01/42		2,000		1,463,820
Puerto Rico (Commonwealth of) Public Buildings Authority; Series 2002 D, RB(c)(d)		5.45	%		07/01/17		3,680		4,259,416
Puerto Rico Sales Tax Financing Corp.;
First SubSeries 2010 C, RB		5.00	%		08/01/35		1,500		1,190,220
First SubSeries 2011 A-1, RB		5.00	%		08/01/43		3,000		2,249,100
Series 2011 C, RB		5.00	%		08/01/40		2,750		2,295,453
									14,346,349
Virgin Islands–0.96%
Virgin Islands (Government of) Public Finance Authority (Matching Fund Loan Note–Diageo); Series 2009 A, Sub. RB		6.63	%		10/01/29		1,675		1,823,087
Virgin Islands (Government of) Public Finance Authority (Matching Fund Loan Note); Series 2010 A, Sr. Lien RB		5.00	%		10/01/25		1,600		1,645,088
									3,468,175
TOTAL INVESTMENTS(l)–106.37% (Cost $380,506,412)									386,306,031
FLOATING RATE NOTE OBLIGATIONS–(6.78)%
Notes with interest and fee rates ranging from 0.58% to 0.61% at 08/31/13 and contractual maturities of collateral ranging from 07/01/22 to 10/01/39 (See Note 1K)(m)									(24,620,000	)
OTHER ASSETS LESS LIABILITIES–0.41%									1,483,420
NET ASSETS–100.00%								$	363,169,451

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

14                         Invesco California Tax-Free Income Fund

Investment Abbreviations:

AGC	– Assured Guaranty Corp.
AGM	– Assured Guaranty Municipal Corp.
AMBAC	– American Municipal Bond Assurance Corp.
BAN	– Bond Anticipation Notes
CAB	– Capital Appreciation Bonds
COP	– Certificates of Participation
FHA	– Federal Housing Administration
GO	– General Obligation
INS	– Insurer
LOC	– Letter of Credit
NATL	– National Public Finance Guarantee Corp.
Radian	– Radian Asset Assurance, Inc.
RB	– Revenue Bonds
Ref.	– Refunding
SGI	– Syncora Guarantee, Inc.
Sr.	– Senior
Sub.	– Subordinated
VRD	– Variable Rate Demand

Notes to Schedule of Investments:

^(a)  Principal and/or interest payments are secured by the bond insurance company listed.

^(b)  Zero coupon bond issued at a discount.

^(c)  Security has an irrevocable call by the issuer or mandatory put by the holder. Maturity date reflects such call or put.

^(d)  Advance refunded; secured by an escrow fund of U.S. Government obligations or other highly rated collateral.

^(e)  Underlying security related to Dealer Trusts entered into by the Fund. See Note 1K.

^(f)  Security subject to the alternative minimum tax.

^(g)  Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”). The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at August 31, 2013 was $4,011,315, which represented 1.10% of the Fund’s Net Assets.

^(h)  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, 2013.

⁽ⁱ⁾  Principal and interest payments are fully enhanced by a letter of credit from the bank listed or a predecessor bank, branch or subsidiary.

^(j)  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 Dealer Trusts. 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 Dealer Trusts.

^(k)  Current coupon rate for inverse floating rate municipal obligations. This rate resets periodically as the rate on the related security changes. Positions in inverse floating rate municipal obligations have a total value of $6,527,970, which represented 1.80% of the Fund’s Net Assets.

^(l)  This table provides a listing of those entities that have either issued, guaranteed, backed or otherwise enhanced the credit quality of more than 5% of the securities held in the portfolio. In instances where the entity has guaranteed, backed or otherwise enhanced the credit quality of a security, it is not primarily responsible for the issuer’s obligations but may be called upon to satisfy the issuer’s obligations.

Entities	Percentage
Assured Guaranty Municipal Corp.		10.7	%
National Public Finance Guarantee Corp.		9.0
American Municipal Bond Assurance Corp.		8.1

^(m)  Floating rate note obligations related to securities held. The interest rates shown reflect the rates in effect at August 31, 2013. At August 31, 2013, the Fund’s investments with a value of $40,124,562 are held by Dealer Trusts and serve as collateral for the $24,620,000 in the floating rate note obligations outstanding at that date.

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

15                         Invesco California Tax-Free Income Fund

Statement of Assets and Liabilities

August 31, 2013

Assets:
Investments, at value (Cost $380,506,412)	$	386,306,031
Receivable for:
Investments sold		175,000
Fund shares sold		128,238
Interest		5,300,200
Investment for trustee deferred compensation and retirement plans		16,708
Other assets		5,160
Total assets		391,931,337
Liabilities:
Floating rate note obligations		24,620,000
Payable for:
Investments purchased		995,320
Fund shares reacquired		831,842
Amount due custodian		1,454,253
Dividends		601,939
Accrued fees to affiliates		117,108
Accrued trustees’ and officers’ fees and benefits		3,720
Accrued other operating expenses		32,304
Trustee deferred compensation and retirement plans		105,400
Total liabilities		28,761,886
Net assets applicable to shares outstanding	$	363,169,451
Net assets consist of:
Shares of beneficial interest	$	386,137,814
Undistributed net investment income		1,194,328
Undistributed net realized gain (loss)		(29,962,310	)
Net unrealized appreciation		5,799,619
	$	363,169,451

Net Assets:
Class A	$	165,142,254
Class B	$	155,899,614
Class C	$	21,558,215
Class Y	$	20,569,368
Shares outstanding, $0.01 par value per share, with an unlimited number of shares authorized:
Class A		14,746,563
Class B		13,822,368
Class C		1,912,839
Class Y		1,829,793
Class A:
Net asset value per share	$	11.20
Maximum offering price per share
(Net asset value of $11.20 ¸ 95.75%)	$	11.70
Class B:
Net asset value and offering price per share	$	11.28
Class C:
Net asset value and offering price per share	$	11.27
Class Y:
Net asset value and offering price per share	$	11.24

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

16                         Invesco California Tax-Free Income Fund

Statement of Operations

For the year ended August 31, 2013

Investment income:
Interest	$	20,374,372
Expenses:
Advisory fees		1,949,887
Administrative services fees		110,420
Custodian fees		9,490
Distribution fees:
Class A		424,724
Class B		517,730
Class C		181,540
Interest, facilities and maintenance fees		204,418
Transfer agent fees		193,465
Trustees’ and officers’ fees and benefits		41,140
Other		192,266
Total expenses		3,825,080
Less: Expense offset arrangement(s)		(141	)
Net expenses		3,824,939
Net investment income		16,549,433
Realized and unrealized gain (loss) from:
Net realized gain from investment securities		763,454
Change in net unrealized appreciation (depreciation) of investment securities		(37,091,954	)
Net realized and unrealized gain (loss)		(36,328,500	)
Net increase (decrease) in net assets resulting from operations	$	(19,779,067	)

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

17                         Invesco California Tax-Free Income Fund

Statement of Changes in Net Assets

For the years ended August 31, 2013 and 2012

	2013			2012
Operations:
Net investment income	$	16,549,433		$	17,900,578
Net realized gain (loss)		763,454			(930,630	)
Change in net unrealized appreciation (depreciation)		(37,091,954	)		32,828,385
Net increase (decrease) in net assets resulting from operations		(19,779,067	)		49,798,333
Distributions to shareholders from net investment income:
Class A		(7,115,529	)		(6,564,668	)
Class B		(7,488,596	)		(9,274,169	)
Class C		(843,990	)		(935,612	)
Class Y		(1,028,342	)		(1,087,150	)
Total distributions from net investment income		(16,476,457	)		(17,861,599	)
Share transactions–net:
Class A		18,657,510			3,515,850
Class B		(46,199,280	)		(20,479,447	)
Class C		(3,584,104	)		3,695,906
Class Y		(2,122,326	)		(1,352,895	)
Net increase (decrease) in net assets resulting from share transactions		(33,248,200	)		(14,620,586	)
Net increase (decrease) in net assets		(69,503,724	)		17,316,148
Net assets:
Beginning of year		432,673,175			415,357,027
End of year (includes undistributed net investment income of $1,194,328 and $1,077,451, respectively)	$	363,169,451		$	432,673,175

Notes to Financial Statements

August 31, 2013

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) (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 twelve 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 to provide a high level of current income exempt from federal and California income tax, 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 C shares are sold with a CDSC. Class Y shares are sold at net asset value. Effective November 30, 2010, new or additional investments in Class B shares are no longer permitted. Existing shareholders of Class B shares may continue to reinvest dividends and capital gains distributions in Class B shares until they convert to Class A shares. 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 to Class A shares. 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. Redemption of Class B shares prior to conversion date will be subject to a CDSC.

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.

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, developments related to specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Securities for which market quotations either are not readily available or became 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

18                         Invesco California Tax-Free Income Fund

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, adjusted for amortization of premiums and accretion of discounts on investments, is recorded on the accrual basis from settlement 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 net realized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized 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 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 declared and paid annually and recorded on the 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 of 1986, as amended (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.

G. Interest, Facilities and Maintenance Fees — Interest, Facilities and Maintenance Fees include interest and related borrowing costs such as commitment fees and other expenses associated with lines of credit and interest and administrative expenses related to establishing and maintaining floating rate note obligations, if any.

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 the 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 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.

19                         Invesco California Tax-Free Income Fund

K. Floating Rate Note Obligations — The Fund invests in inverse floating rate securities, such as Residual Interest Bonds (“RIBs”) or Tender Option Bonds (“TOBs”) for investment purposes and to enhance the yield of the Fund. 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. Such transactions may be purchased in the secondary market without first owning the underlying bond or by the sale of fixed rate bonds by the Fund to special purpose trusts established by a broker dealer (“Dealer Trusts”) in exchange for cash and residual interests in the Dealer Trusts’ assets and cash flows, which are in the form of inverse floating rate securities. The Dealer Trusts finance the purchases of the fixed rate bonds by issuing floating rate notes to third parties and allowing the Fund to retain residual interests in the bonds. 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 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.

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 (the “1933 Act”), 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.

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 as a component of Interest, facilities and maintenance fees on the Statement of Operations.

The Fund generally invests in inverse floating rate securities that include embedded leverage, thus exposing the Fund to greater risks and increased costs. The primary risks associated with inverse floating rate securities are varying degrees of liquidity and the changes in the value of such securities in response to changes in market rates of interest to a greater extent than the value of 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 securities. 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.

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 Daily 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%

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 Canada 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(s) 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 June 30, 2014, to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual fund operating expenses and/or reimbursement (excluding certain items discussed below) of Class A, Class B, Class C and Class Y shares to 1.50%, 2.00%, 2.00% and 1.25% 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 fund operating expenses and/or reimbursement to exceed the numbers reflected above: (1) interest, facilities and maintenance fees; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; 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, 2014. The Adviser did not waive fees and/or reimburse expenses during the period under this expense limitation.

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, 2013, 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

20                         Invesco California Tax-Free Income Fund

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, 2013, expenses incurred under the agreement 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 0.75% of the average daily net assets of Class B shares; and (3) Class C — up to 0.75% 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, 2013, 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 year ended August 31, 2013, IDI advised the Fund that IDI retained $51,077 in front-end sales commissions from the sale of Class A shares and $16,582 and $1,813 from 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 the Adviser, 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.

As of August 31, 2013, all of the securities in this Fund were valued based on Level 2 inputs (see the Schedule of Investments for security categories). 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 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, 2013, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $141.

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 and Borrowings

The Trust is permitted to temporarily carry a negative or overdrawn balance in its account with State Street Bank and Trust Company, the custodian bank. Such balances, if any at period end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. To compensate the custodian bank for such overdrafts, the overdrawn Trust 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.

Inverse floating rate obligations resulting from the transfer of bonds to Dealer Trusts are accounted for as secured borrowings. The average floating rate notes outstanding and average annual interest and fee rate related to inverse floating rate note obligations during the year ended August 31, 2013 were $24,635,000 and 0.83%, respectively.

21                         Invesco California Tax-Free Income Fund

NOTE 7—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Years Ended August 31, 2013 and 2012:

	2013		2012
Ordinary income	$	16,476,457	$	17,861,599

Tax Components of Net Assets at Period-End:

	2013
Undistributed ordinary income	$	857,899
Net unrealized appreciation — investments		6,049,108
Temporary book/tax differences		(103,142	)
Post-October deferrals		(1,207,266	)
Capital loss carryforward		(28,564,962	)
Shares of beneficial interest		386,137,814
Total net assets	$	363,169,451

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 TOBs and book to tax accretion and amortization differences.

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 and bond market discount recognition.

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 Regulated Investment Company Modernization Act of 2010 eliminated the eight-year carryover period for capital losses that arise in taxable years beginning after its enactment date of December 22, 2010. Consequently, these capital losses can be carried forward for an unlimited period. However, capital losses with an expiration period may not be used to offset capital gains until all net capital losses without an expiration date have been utilized. Additionally, post-enactment capital loss carryovers will retain their character as either short-term or long-term capital losses instead of as short-term capital losses as under prior law. 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 $1,970,720 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, 2013, which expires as follows:

Capital Loss Carryforward*
Expiration	Short-Term		Long-Term		Total
August 31, 2015	$	803,875	$	—	$	803,875
August 31, 2016		4,399,730		—		4,399,730
August 31, 2017		9,460,903		—		9,460,903
August 31, 2018		6,678,872		—		6,678,872
August 31, 2019		1,906,728		—		1,906,728
Not subject to expiration		266,902		5,047,952		5,314,854
	$	23,517,010	$	5,047,952	$	28,564,962

* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code. To the extent that unrealized gains as of June 6, 2011, the date of reorganization of Invesco Van Kampen California Insured Tax Free Fund into the Fund, are realized on securities held in each fund at such date of reorganization, the capital loss carryforward may be further limited for up to five years from the date of the reorganization.

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, 2013 was $53,734,363 and $83,106,736, 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	$	13,985,528
Aggregate unrealized (depreciation) of investment securities		(7,936,420	)
Net unrealized appreciation of investment securities	$	6,049,108

Cost of investments for tax purposes is $380,256,923.

NOTE 9—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of taxable income and federal income taxes paid, on August 31, 2013, undistributed net investment income was increased by $43,901 and shares of beneficial interest was decreased by $43,901. This reclassification had no effect on the net assets of the Fund.

22                         Invesco California Tax-Free Income Fund

NOTE 10—Share Information

	Summary of Share Activity
	Years ended August 31,
	2013(a)						2012
	Shares			Amount			Shares			Amount
Sold:
Class A		2,224,815		$	27,215,833			1,639,489		$	21,137,398
Class B		6,140			76,451			22,625			315,968
Class C		501,900			6,196,506			1,218,195			14,630,674
Class Y		333,425			4,091,272			217,431			2,652,455
Issued as reinvestment of dividends:
Class A		359,160			4,327,235			338,136			4,039,533
Class B		299,001			3,622,292			388,933			4,693,892
Class C		32,695			394,972			42,402			511,702
Class Y		36,081			434,393			42,726			513,795
Automatic conversion of Class B shares to Class A shares:
Class A		2,053,203			25,178,400			—			—
Class B		(2,038,370	)		(25,178,400	)		—			—
Reacquired:
Class A		(3,169,198	)		(38,063,958	)		(1,827,423	)		(21,661,081	)
Class B		(2,031,233	)		(24,719,623	)		(2,128,577	)		(25,489,307	)
Class C		(838,544	)		(10,175,582	)		(953,703	)		(11,446,470	)
Class Y		(547,077	)		(6,647,991	)		(378,170	)		(4,519,145	)
Net increase (decrease) in share activity		(2,778,002	)	$	(33,248,200	)		(1,377,936	)	$	(14,620,586	)

^(a) There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 68% 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 Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.

23                         Invesco California Tax-Free Income Fund

NOTE 11—Financial Highlights

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

	Net asset value, beginning of period		Net investment income			Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends from net investment income			Distributions from net realized gains			Total distributions			Net asset value, end of period		Total return(a)			Net assets, end of period (000’s omitted)		Ratio of expenses to average net assets with fee waivers and/or expenses absorbed			Ratio of expenses to average net assets without fee waivers and/or expenses absorbed			Supplemental ratio of expenses to average  net assets (excluding interest, facilities and maintenance fees)(b)			Ratio of net investment income to average net assets			Portfolio turnover(c)
Class A
Year ended 08/31/13	$	12.28	$	0.49	(d)	$	(1.08	)	$	(0.59	)	$	(0.49	)	$	–		$	(0.49	)	$	11.20		(5.06	)%	$	165,142		0.89	%(e)		0.89	%(e)		0.84	%(e)		4.02	%(e)		12	%
Year ended 08/31/12		11.34		0.50	(d)		0.94			1.44			(0.50	)		–			(0.50	)		12.28		12.91			163,047		0.87			0.87			0.82			4.21			18
Year ended 08/31/11		11.75		0.52	(d)		(0.41	)		0.11			(0.52	)		–			(0.52	)		11.34		1.13			148,884		0.90			0.90			0.85			4.66			25
Eight months ended 08/31/10		11.21		0.37			0.52			0.89			(0.35	)		–			(0.35	)		11.75		8.05			26,015		0.88	(f)		0.91	(f)		0.84	(f)		4.88	(f)		15
Year ended 12/31/09		10.23		0.51			0.97			1.48			(0.50	)		–			(0.50	)		11.21		14.74			24,377		0.86			0.92			0.85			4.65			19
Year ended 12/31/08		11.83		0.49			(1.56	)		(1.07	)		(0.49	)		(0.04	)		(0.53	)		10.23		(9.28	)		22,799		0.86			0.90			0.86			4.33			10
Class B
Year ended 08/31/13		12.37		0.49	(d)		(1.09	)		(0.60	)		(0.49	)		–			(0.49	)		11.28		(5.11	)(g)		155,900		0.93	(e)(g)		0.93	(e)(g)		0.88	(e)(g)		3.98	(e)(g)		12
Year ended 08/31/12		11.42		0.50	(d)		0.95			1.45			(0.50	)		–			(0.50	)		12.37		12.93	(g)		217,489		0.88	(g)		0.88	(g)		0.83	(g)		4.20	(g)		18
Year ended 08/31/11		11.83		0.52	(d)		(0.41	)		0.11			(0.52	)		–			(0.52	)		11.42		1.16	(g)		220,478		0.89	(g)		0.89	(g)		0.84	(g)		4.67	(g)		25
Eight months ended 08/31/10		11.28		0.37			0.53			0.90			(0.35	)		–			(0.35	)		11.83		8.10			254,907		0.88	(f)		0.91	(f)		0.84	(f)		4.88	(f)		15
Year ended 12/31/09		10.30		0.51			0.98			1.49			(0.51	)		–			(0.51	)		11.28		14.68			266,270		0.85			0.94			0.84			4.66			19
Year ended 12/31/08		11.91		0.50			(1.57	)		(1.07	)		(0.50	)		(0.04	)		(0.54	)		10.30		(9.23	)		267,308		0.85			0.89			0.85			4.34			10
Class C
Year ended 08/31/13		12.36		0.43	(d)		(1.09	)		(0.66	)		(0.43	)		–			(0.43	)		11.27		(5.57	)		21,558		1.40	(e)		1.40	(e)		1.35	(e)		3.51	(e)		12
Year ended 08/31/12		11.41		0.44	(d)		0.95			1.39			(0.44	)		–			(0.44	)		12.36		12.37			27,394		1.38			1.38			1.33			3.70			18
Year ended 08/31/11		11.82		0.46	(d)		(0.40	)		0.06			(0.47	)		–			(0.47	)		11.41		0.65			21,800		1.40			1.40			1.35			4.16			25
Eight months ended 08/31/10		11.27		0.34			0.52			0.86			(0.31	)		–			(0.31	)		11.82		7.76			17,528		1.38	(f)		1.41	(f)		1.34	(f)		4.38	(f)		15
Year ended 12/31/09		10.29		0.46			0.97			1.43			(0.45	)		–			(0.45	)		11.27		14.11			17,245		1.36			1.42			1.35			4.15			19
Year ended 12/31/08		11.90		0.44			(1.57	)		(1.13	)		(0.44	)		(0.04	)		(0.48	)		10.29		(9.74	)		17,105		1.36			1.40			1.36			3.83			10
Class Y
Year ended 08/31/13		12.33		0.52	(d)		(1.09	)		(0.57	)		(0.52	)		–			(0.52	)		11.24		(4.88	)		20,569		0.65	(e)		0.65	(e)		0.60	(e)		4.26	(e)		12
Year ended 08/31/12		11.38		0.53	(d)		0.95			1.48			(0.53	)		–			(0.53	)		12.33		13.24			24,742		0.63			0.63			0.58			4.45			18
Year ended 08/31/11		11.79		0.55	(d)		(0.41	)		0.14			(0.55	)		–			(0.55	)		11.38		1.40			24,195		0.65			0.65			0.60			4.91			25
Eight months ended 08/31/10		11.25		0.39			0.52			0.91			(0.37	)		–			(0.37	)		11.79		8.21			26,837		0.63	(f)		0.66	(f)		0.59	(f)		5.13	(f)		15
Year ended 12/31/09		10.26		0.54			0.98			1.52			(0.53	)		–			(0.53	)		11.25		15.10			27,388		0.61			0.67			0.60			4.90			19
Year ended 12/31/08		11.86		0.52			(1.56	)		(1.04	)		(0.52	)		(0.04	)		(0.56	)		10.26		(9.02	)		28,450		0.61			0.65			0.61			4.58			10

^(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) For the years ended August 31, 2011 and prior, ratio does not exclude facilities and maintenance fees.

^(c) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. For the period ending August 31, 2011, the portfolio turnover calculation excludes the value of securities purchased of $139,542,348 and sold of $13,399,363 in the effort to realign the Fund’s portfolio holdings after the reorganization of Invesco Van Kampen California Insured Tax Free Income Fund into the Fund.

^(d) Calculated using average shares outstanding.

^(e) Ratios are based on average daily net assets (000’s omitted) of $177,678, $188,736, $24,205 and $24,250 for Class A, Class B, Class C and Class Y shares, respectively.

^(f) Annualized.

^(g)  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 0.27%, 0.25% and 0.25% for the years ended August 31, 2013, 2012 and 2011, respectively.

24                         Invesco California Tax-Free Income Fund

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 (one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2013, 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 three years in the period then ended and the eight month period ended August 31, 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, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The financial highlights of the Fund for the periods ended December 31, 2009 and prior were audited by another independent registered public accounting firm whose report dated February 25, 2010 expressed an unqualified opinion on those financial statements.

PRICEWATERHOUSECOOPERS LLP

October 25, 2013

Houston, Texas

25                         Invesco California Tax-Free Income Fund

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, 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, 2013 through August 31, 2013.

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 or contingent deferred sales charges on redemptions, 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.

Class	Beginning Account Value (03/01/13)		ACTUAL				HYPOTHETICAL (5% annual return before expenses)				Annualized Expense Ratio
			Ending Account Value (08/31/13)1		Expenses Paid During Period2		Ending Account Value (08/31/13)		Expenses Paid During Period2
A	$	1,000.00	$	922.80	$	4.31	$	1,020.72	$	4.53		0.89	%
B		1,000.00		923.20		4.51		1,020.52		4.74		0.93
C		1,000.00		921.00		6.78		1,018.15		7.12		1.40
Y		1,000.00		924.20		3.15		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, 2013 through August 31, 2013, 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.

26                         Invesco California Tax-Free Income Fund

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 Invesco California Tax-Free Income Fund’s (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 Canada Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 17-19, 2013, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% 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, 2013. The Board determined that continuation of the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers under the agreements is fair and reasonable.

The Board’s Fund Evaluation Process

The Board’s Investments Committee has established three Sub-Committees, each of which is primarily responsible for overseeing the management of a number of the funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet throughout the year to review the performance of their assigned Invesco 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 Invesco Funds and other members of management to review the performance, investment objective(s), policies, strategies, limitations and investment risks 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 their assigned Invesco Funds. Each Sub-Committee recommends to the Investments Committee, which in turn recommends to the full Board, whether and on what terms 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 Invesco Advisers and Lipper Inc. (Lipper), an independent provider of investment company

data. The Trustees also receive an independent written evaluation from the Senior Officer. The Senior Officer’s evaluation 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 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. In addition to meetings with Invesco Advisers and fund counsel, the independent Trustees also discuss the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.

In evaluating the fairness and reasonableness of compensation under the Fund’s investment advisory agreement and sub-advisory contracts, the Board considered, among other things, the factors discussed below. The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation between the Trustees and Invesco Advisers as well as advisory fees previously approved by different predecessor boards. 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 Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee.

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 19, 2013, 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, including the Fund’s portfolio manager or managers, with whom the Sub-Committees met during the year. The Board’s review of the qualifications of Invesco Advisers to provide advisory services included the Board’s consideration of Invesco Advisers’ investment process oversight, independent credit analysis and investment risk management.

In determining whether to continue the Fund’s investment advisory agreement, the Board considered the benefits of reapproving an existing relationship and the greater uncertainty that may be associated with entering into a new relationship. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds such as various back office support functions, equity and fixed income trading operations, internal audit, distribution and legal and compliance. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s investment advisory agreement.

The Board reviewed the services that may be 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 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. The Board concluded that the nature, extent and quality of the services that may be provided by the Affiliated Sub-Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s sub-advisory contracts.

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 funds in the Lipper performance universe and against the Lipper California Municipal Debt Funds Index. The Board noted that 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 second 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 performance of Class A shares of the Fund was below the performance of the Index for the one,

27                         Invesco California Tax-Free Income Fund

three and five year periods. The Trustees also reviewed more recent Fund performance and this review did not change their conclusions.

C. Advisory and Sub-Advisory Fees

The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Lipper expense group at a common asset level. The Board noted that the contractual management fee rate for Class A shares of the Fund was below the median contractual management fee rate of funds in its expense group. The Board noted that the term “contractual management fee” may include both advisory and certain administrative services fees and that Invesco Advisers does not charge the Invesco Funds for the administrative services included in the term as defined by Lipper. The Board also reviewed the methodology used by Lipper in providing expense group information, which includes using each fund’s contractual management fee schedule (including any applicable breakpoints) as reported in the most recent prospectus or statement of additional information for each fund in the expense group.

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 also considered the services that may be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the fees payable by Invesco Advisers to Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board also noted that the sub-advisory fees are not paid directly by the Fund, but rather, are payable by Invesco Advisers to the Affiliated Sub-Advisers.

Based upon the information and considerations described above, the Board concluded that the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers is 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 economies of scale through contractual breakpoints in the Fund’s advisory fee schedule and was assisted in this review by a report from the Senior Officer. 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 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 for the year ended December 31, 2012. The Board received information from Invesco Advisers about the

methodology used to prepare the profitability information. The Board considered the profitability of Invesco Advisers in managing the Fund and the Invesco Funds. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its subsidiaries provide to the Invesco Funds and the Fund. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund to be excessive given the nature, quality and extent of the services provided to the Invesco Funds. The Board received and accepted information from Invesco Advisers demonstrating that 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.

F. Collateral Benefits to Invesco Advisers and its Affiliates

The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees received for their provision of transfer agency and distribution services to the Fund. The Board considered comparative information regarding fees charged for these services, including information provided by Lipper and other independent sources. The Board considered the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed 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; that the services are required for the operation of the Fund; that Invesco Advisers and its affiliates can provide services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and that the fees for such services are fair and reasonable in light of the usual and customary charges by others for services of the same nature and quality.

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. Invesco Advisers noted that the Fund does not execute brokerage transactions through “soft dollar” arrangements to any significant degree.

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 receives advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through varying periods the advisory fees payable by the Invesco Funds. The waiver is 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.

28                         Invesco California Tax-Free Income Fund

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, 2013:

Federal and State Income Tax
Qualified Dividend Income*	0.00	%
Corporate Dividends Received Deduction*	0.00	%
Tax-Exempt Interest Dividends*	100	%

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

29                         Invesco California Tax-Free Income Fund

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 1000, 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.

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
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 Formerly: Chairman and Chief Executive Officer, 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)	117	None
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, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent); 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 Corporate Class Inc. (corporate mutual fund company) and Invesco Canada Fund Inc. (corporate mutual fund company); Director, Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); 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); Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, Chief Executive Officer and President, Van Kampen Exchange Corp. Formerly: Director and Chairman, Van Kampen Investor Services Inc.: Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); and Van Kampen Investments Inc.; Director and President, AIM GP Canada Inc. (general partner for limited partnerships); and Van Kampen Advisors, Inc.; Director and Chief Executive Officer, Invesco Trimark Dealer Inc. (registered broker dealer); 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.	117	None
Wayne W. 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 certain funds in the Fund Complex	130	Director of the Mutual Fund Directors Forum, a nonprofit membership organization for investment directors; Chairman and Director of the Abraham Lincoln Presidential Library Foundation; and Director of the Stevenson Center for Democracy

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 Invesco Fund Complex because he and his firm currently provide legal services as legal counsel to such Funds.

T-1                         Invesco California Tax-Free Income Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Independent Trustees
Bruce L. Crockett — 1944 Trustee and Chair	2003	Chairman, Crockett Technologies Associates (technology consulting company) Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)	117	ACE Limited (insurance company); Investment Company Institute
David C. Arch — 1945 Trustee	2010	Chairman and Chief Executive Officer of Blistex Inc., (consumer health care products manufacturer) Formerly: Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago	130	Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan
Frank S. Bayley — 1939 Trustee	2003	Retired Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and General Partner and Of Counsel, law firm of Baker & McKenzie, LLP	117	Director and Chairman, C.D. Stimson Company (a real estate investment company); Trustee and Overseer, The Curtis Institute of Music
James T. Bunch — 1942 Trustee	2000	Managing Member, Grumman Hill Group LLC (family office private equity management) Formerly: Founder, Green, Manning & Bunch Ltd. (investment banking firm)(1988-2010); Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation	117	Chairman, Board of Governors, Western Golf Association; Chairman-elect, Evans Scholars Foundation; and Director, Denver Film Society
Rodney F. Dammeyer — 1940 Trustee	2010	Chairman of CAC, LLC, (private company offering capital investment and management advisory services) Formerly: Prior to 2001, Managing Partner at Equity Group Corporate Investments; Prior to 1995, Chief Executive Officer of Itel Corporation (formerly Anixter International); 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.; From 1987 to 2010, Director/Trustee of investment companies in the Van Kampen Funds complex	117	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.
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)	117	Director of Nature’s Sunshine Products, Inc.
Jack M. Fields — 1952 Trustee	2003	Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); Owner and Chief Executive Officer, Dos Angeles Ranch, L.P. (cattle, hunting, corporate entertainment); and Discovery Global Education Fund (non-profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives	117	Insperity, Inc. (formerly known as Administaff)
Prema Mathai-Davis — 1950 Trustee	2003	Retired Formerly: Chief Executive Officer, YWCA of the U.S.A.	117	None
Larry Soll — 1942 Trustee	1997	Retired Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)	117	None
Hugo F. Sonnenschein — 1940 Trustee	2010	Distinguished Service Professor and President Emeritus of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago Formerly: President of the University of Chicago	130	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

T-2                         Invesco California Tax-Free Income Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Independent Trustees—(continued)
Raymond Stickel, Jr. — 1944 Trustee	2005	Retired Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche	117	None
Other Officers
Russell C. Burk — 1958 Senior Vice President and Senior Officer	2005	Senior Vice President and Senior Officer, The 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.) 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, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, 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 and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Aim Advisers, Inc. and Van Kampen Investments 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
Karen Dunn Kelley — 1960 Vice President	2003	Head of Invesco’s World Wide Fixed Income and Cash Management Group; Director, Co-President, Co-Chief Executive Officer, and Co-Chairman, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Chairman, Invesco Senior Secured Management, Inc.; Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Invesco Mortgage Capital Inc., and Invesco Management Company Limited; Director and President, INVESCO Asset Management (Bermuda) Ltd., Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); and 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: Director, INVESCO Global Asset Management Limited and INVESCO Management S.A.; Senior Vice President, Van Kampen Investments Inc. and Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); 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

T-3                         Invesco California Tax-Free Income Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Other Officers—(continued)
Sheri Morris — 1964 Vice President, Treasurer and Principal Financial Officer	2003	Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); and Vice President, 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: Vice President, Invesco Aim 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.; and Treasurer, 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	N/A	N/A
Crissie M. Wisdom — 1969 Anti-Money Laundering Compliance Officer	2013	Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser), Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.), Invesco Distributors, Inc., Invesco Investment Services, Inc., Invesco Management Group, Inc., Van Kampen Exchange Corp., The Invesco Funds, Invesco Funds (Chicago), and 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; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, 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.) 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; Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) and Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) Formerly: Chief Compliance Officer, Invesco Funds (Chicago); Senior Vice President, Van Kampen Investments Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment adviser), Invesco Global Asset Management (N.A.), Inc., Invesco Senior Secured Management, Inc. (registered investment adviser), Van Kampen Investor Services Inc., 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; and 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 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Investment Adviser Invesco Advisers, Inc. 1555 Peachtree Street, N.E. Atlanta, GA 30309	Distributor Invesco Distributors, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Auditors PricewaterhouseCoopers LLP 1201 Louisiana Street, Suite 2900 Houston, TX 77002-5678
Counsel to the Fund Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103-7018	Counsel to the Independent Trustees Goodwin Procter LLP 901 New York Avenue, N.W. Washington, D.C. 20001	Transfer Agent Invesco Investment Services, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Custodian State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110-2801

T-4                         Invesco California Tax-Free Income Fund

Invesco mailing information

Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.

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 shown below.

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 most recent 12-month period ended June 30 is available at 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 US 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.
SEC file numbers: 811-09913 and 333-36074        MS-CTFI-AR-1                Invesco Distributors, Inc.

Letters to Shareholders

Phillip Taylor Dear Shareholders: Enclosed in this annual report, you’ll find information about your Fund and the factors that affected its performance during the reporting period. Inside, you’ll also find a discussion from your portfolio managers about how they managed your Fund, as well as performance data for your Fund, a complete list of your Fund’s investments as of the close of the reporting period and other important information. I hope you find this report of interest. During the reporting period covered by this report, major US equity indexes made multiyear or even all-time highs.¹ Economic data were generally positive; housing and consumer spending data were particularly encouraging. Nonetheless, economic uncertainty and concern about continuing political and budget gridlock in Washington persisted. The US Federal Reserve’s deliberate vagueness about when, and to what degree, it might begin to curtail its extraordinarily accommodative monetary policies – together with uncertainty about

who will next lead the central bank – affected fixed income and equity markets alike. Most developed, non-US stock markets remained positive for the first half of 2013, despite a difficult second quarter.

Periods of market volatility and economic uncertainty can weaken the will of even the most resolute investor. That’s why Invesco believes it’s often helpful to work with a skilled and trusted financial adviser who can emphasize the importance of adhering to an investment plan designed to achieve long-term goals rather than being sidetracked by short-term uncertainty that can result in inaction. A financial adviser who is familiar with your individual financial situation, investment goals and risk tolerance can be an invaluable partner as you work toward your financial goals. He or she can provide insight and perspective when markets are volatile; encouragement and reassurance when times are uncertain; and advice and guidance when your financial situation or investment goals change.

Our website, invesco.com/us, is another source of timely insight and information for investors. On the website, you’ll find fund-specific as well as more general information from many of Invesco’s investment professionals. You’ll find in-depth articles, video clips and audio commentaries – and, of course, you also can access information about your Invesco account whenever it’s convenient for you.

What we mean by Intentional Investing

At Invesco, all of our people and all of our resources are dedicated to helping investors achieve their financial objectives. It’s a philosophy we call Intentional Investing, and it guides the way we:

n Manage investments - Our dedicated investment professionals search the world for the best opportunities, and each investment team follows a clear, disciplined process to build portfolios and mitigate risk.

n Provide choices - We offer multiple investment strategies, allowing you and your financial adviser to build a portfolio that’s purpose-built for your needs.

n Connect with you - We’re committed to giving you the expert insights you need to make informed investing decisions, and we are well-equipped to provide high-quality support for investors and advisers.

At Invesco, we believe in putting investors first. That’s why investment management is all we do. Our sole focus on managing your money allows you and your financial adviser to build a portfolio of Invesco funds appropriate for your investment needs and goals today and when your circumstances change.

Have questions?

For questions about your account, feel free to contact an Invesco client services representative at 800 959 4246. For Invesco-related questions or comments, please email me directly at phil@invesco.com.

All of us at Invesco look forward to serving your investment management needs for many years to come. Thank you for investing with us.

Sincerely,

Philip Taylor

Senior Managing Director, Invesco Ltd.

1 Source: Reuters

2                Invesco Core Plus Bond Fund

Bruce Crockett Dear Fellow Shareholders: The Invesco Funds Board has worked on a variety of issues over the last several months, and I’d like to take this opportunity to discuss two that affect you and our fellow fund shareholders. The first issue on which your Board has been working is our annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This annual review, which is required by the Investment Company Act of 1940, focuses on the nature and quality of the services Invesco provides as adviser to the Invesco Funds and the reasonableness of the fees that it charges for those services. Each year, we spend months reviewing detailed information that we request from Invesco that allows us to evaluate its services and fees. We also use information from many independent sources, including materials provided by the independent Senior Officer of the Invesco Funds, who reports directly to the independent

Trustees on the Board. Additionally, we meet with independent legal counsel and review performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field.

I’m pleased to report that the Board determined in June that renewing the investment advisory agreement and the sub-advisory contracts with Invesco Advisers and its affiliates would serve the best interests of each fund and its shareholders.

The second area of focus to highlight is the Board’s efforts to ensure that we provide a lineup of funds that allow financial advisers to build portfolios that meet shareholders’ changing financial needs and goals. Today, more and more investors are reaching, or approaching, retirement. But interest rates remain low, making it difficult for many investors to generate the income they need, or will soon need, in their retirement years.

The members of your Board think about these things, too, and we’ve worked with Invesco Advisers to provide more income-generating options in the Invesco Funds lineup to help shareholders potentially meet their income needs. Your Board recently approved changes to three existing equity mutual funds, increasing their focus on generating income while also seeking to provide long-term growth of capital.

As a result of these changes, the funds and their respective management teams now have more flexibility to invest in the types of securities that could meet investors’ growing need for income generation, and in some cases, also help investors diversify their sources of income. These equity funds complement an array of fixed-income, asset allocation and alternative investment options in the Invesco Funds lineup designed to accommodate a variety of risk tolerances.

Be assured that your Board will continue working on behalf of fund shareholders, keeping your needs and interests uppermost in our minds.

As always, please contact me at bruce@brucecrockett.com with any questions or concerns you may have. On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.

Sincerely,

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

3                Invesco Core Plus Bond Fund

Management’s Discussion of Fund Performance

Performance summary

For the fiscal year ended August 31, 2013, Invesco Core Plus Bond Fund, at net asset value, generally performed in line with its broad market/style-specific index. Sector and security selection were the major contributors to performance for the reporting period.

Your Fund’s long-term performance appears later in this report.

Fund vs. Indexes

Total returns, 8/31/12 to 8/31/13, 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	-1.92	%
Class B Shares	-2.66
Class C Shares	-2.56
Class R Shares	-2.16
Class Y Shares	-1.58
Class R5 Shares	-1.58
Class R6 Shares*	-1.60
Barclays U.S. Aggregate Index‚(Broad Market/Style-Specific Index)	-2.47
Lipper Intermediate Investment Grade Debt Funds Indexn(Peer Group Index)	-1.48

Source(s): ^‚Invesco, Barclays via FactSet Research Systems Inc.; ⁿLipper Inc.

* Share class incepted during the reporting period. See page 7 for a detailed explanation of Fund performance.

How we invest

The Fund invests primarily in investment-grade fixed income securities generally represented by the Barclays U.S. Aggregate Index (the Fund’s broad market/ style-specific index) which includes corporate bonds, US Treasury and agency securities, mortgage-backed securities (MBS) and asset-backed securities (ABS). We seek to maintain a dollar-weighted average portfolio maturity of between three and 10 years. The Fund may invest up to 30% of its total assets in foreign debt securities, up to 20% in high yield debt securities (“junk bonds”), up to 30% in developing markets debt securities and up to 20% in securities denominated in currencies other than the US dollar.

The Fund invests from time to time in derivative instruments such as futures contracts and swap

Portfolio Composition
By security type
U.S. Dollar Denominated Bonds and Notes	58.5	%
U.S. Government Sponsored Mortgage-Backed Securities	25.2
Asset-Backed Securities	19.2
U.S. Treasury Securities	7.3
Preferred Stocks	1.8
Non-U.S. Dollar Denominated Bonds & Notes	0.4
Municipal Obligations	0.4
Common Stocks & Other Equity Interests	0.0
Money Market Funds Plus Other Assets Less Liabilities	-12.8

agreements, including interest rate futures and credit derivatives, including credit default swaps (CDS) and/ or credit default swap indexes (CDX). It also can engage in mortgage dollar roll transactions, a form of repurchase agreement activity in the to-be-announced (TBA) market for agency MBS. These strategies are implemented within the risk profile of the guidelines set forth in the Fund’s prospectus.

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 total return consisting of current income and capital appreciation.

Portfolio construction begins with a well-defined Fund design that establishes the target investment

Top 5 Fixed Income Issuers
1.  Federal Home Loan Mortgage Corp.	12.0	%
2.  Federal National Mortgage Association	12.0
3.  U.S. Treasury Notes	5.0
4.  Sequoia Mortgage Trust	2.0
5.  U.S. Treasury Bonds	1.9

Total Net Assets	$567.9 million
Total Number of Holdings*	957

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.

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.

Our security selection is supported by a team of specialists. Team members conduct top-down macroeconomic analysis 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.

    Sell decisions are based on:

n A conscious decision to alter the Fund’s macroeconomic risk exposure (for example, duration, yield curve positioning and sector exposure).

n The need to limit or reduce exposure to a particular security or issuer.

n Degradation of an issuer’s credit quality.

n General liquidity needs of the Fund.

Market conditions and your Fund

Accommodative central bank policies during the second half of 2012 helped support bond investors’ risk appetites early in the reporting period. The US elections and US “fiscal cliff” situation brought little surprising news and very little negative news of note appeared to weigh on investor psychology. US Treasury yields rose modestly. With short-maturity yields somewhat fixed by US Federal Reserve (the Fed) policy expectations, this increase in yields translated directly into a slightly steeper yield curve which muted otherwise healthy bond market returns. Yield premiums (“credit spreads”) demanded by bond investors for accepting credit risk were driven lower as investors’ appetite for credit risk flourished. In this environment, emerging market debt, high yield corporate bonds and other less interest-rate-sensitive bond sectors were in demand and performed well. Though economic data looked increasingly positive, notable headwinds to US economic growth endured and gross domestic product expectations remained modest.

In May and June, the capital markets began a sell-off following Fed Chairman Ben Bernanke’s comments about reducing the Fed’s program of quantitative easing (QE). Under the program, the Fed has purchased $85 billion¹ of US Treasuries and mortgage backed securities each month since December 2012 to increase liquidity and ensure low long-term interest rates in an effort to spur the housing and real estate markets. Few asset classes were immune from this broad sell-off,

4                Invesco Core Plus Bond Fund

which caused bonds, stocks and commodities to decline. The markets stabilized in mid-summer; however, August brought more selling in the equity and bond markets and yields continued to rise.

The volatility experienced during the second half of the reporting period caused most taxable US bond market sectors to turn negative for the full fiscal year, with the notable exception of high yield corporate bonds.

Given this economic and market environment, the Fund generated negative returns for the reporting period, as did its broad market/style-specific benchmark, the Barclays U.S. Aggregate Index. Sustained overweight risk weightings across various non-government bond sectors and security selection across the portfolio contributed to the Fund’s performance.

Sector allocation decisions emphasized non-government market exposure throughout the fiscal year. Despite the bond market volatility during the second half of the reporting period, the Fund’s sustained overweight positions in financials and commercial mortgage-backed securities (CMBS) developed into principal drivers of our performance, along with our strategic out-of-index “plus” sector allocation to high yield securities. Conversely, the Fund’s short average life collateralized mortgage obligations and marginal holdings in high quality credit card and auto loan ABS were peripheral drags on performance versus the benchmark.

Security selection overall contributed to the Fund’s relative performance for the reporting period. This was particularly true in the financials, consumer cyclical, telecommunications, media and technology sub-sectors.

The Fund also benefited from incremental income earned by engaging in mortgage dollar roll activity, which involves the Fund selling an MBS to a financial institution with an agreement to repurchase a substantially similar security at an agreed upon price and date. Excess portfolio cash resulting from the use of this strategy is subsequently invested in short-term instruments to generate additional return for the Fund.

The Fund also may use active duration and yield curve positioning for risk management and for generating alpha versus its broad market/style-specific benchmark. Duration measures a portfolio’s price sensitivity to interest rate changes. Yield curve positioning refers to actively emphasizing particular points (maturities) along the yield curve with favorable risk/return expectations. The contribution

to Fund performance from duration and yield curve positioning versus the benchmark was mixed over the reporting period but, overall, detracted from relative return. We maintained the portfolio’s duration slightly longer than that of its broad market/style-specific benchmark on average during a period of volatile interest rates, and the timing of changes and the degree of variance from the benchmark during the reporting period detracted from relative returns. Buying and selling US Treasury futures contracts was an important tool we used for the management of interest rate risk and to maintain our targeted portfolio duration.

Part of our strategy to manage credit and currency risk in the portfolio during the reporting period entailed buying and selling credit protection through credit derivatives and hedging currency risk associated with non-US dollar-denominated bonds. We hedged credit market risk by purchasing protection through CDX and used CDS for select banking sector names. The currency hedging activity was carried out on an as-needed basis for select non-US dollar-denominated securities and was effective in managing unwanted currency risk of non-US dollar-denominated holdings.

Thank you for investing in Invesco Core Plus Bond Fund and for sharing our long-term investment horizon.

1 Source: US Federal Reserve

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, if applicable, index disclosures later in this report.

Chuck Burge

Portfolio manager, is manager of Invesco Core Plus Bond Fund. He joined Invesco in 2002. Mr. Burge earned a BS in economics from Texas A&M University and an MBA in finance and accounting from Rice University.

Darren Hughes

Chartered Financial Analyst, portfolio manager, is manager of Invesco Core Plus Bond Fund. He joined Invesco in 1992. Mr. Hughes earned a BBA in finance and economics from Baylor University.

Michael Hyman

Portfolio manager, is manager of Invesco Core Plus Bond Fund. He began managing the Fund in 2013. Mr. Hyman earned a BSE in finance from Pennsylvania State University and an MBA from the Stern School of Business at New York University.

Scott Roberts

Chartered Financial Analyst, portfolio manager, is manager of Invesco Core Plus Bond Fund. He joined Invesco in 2000. Mr. Roberts earned a BBA in finance from the University of Houston.

Robert Waldner

Chartered Financial Analyst, portfolio manager, is manager of Invesco Core Plus Bond Fund. He joined Invesco in 2013. Mr. Waldner earned a BSE degree in civil engineering from Princeton University.

Effective September 18, 2013, after the close of the reporting period, Eric Lindenbaum left the management team and Jack Deino and Joseph Portera joined the management team.

5                Invesco Core Plus Bond Fund

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class(es) since Inception

Fund data from 6/3/09; index data from 5/31/09

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 contingent deferred sales charges, if applicable. 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.

continued from page 8

tend to be more volatile. Securities may be prepaid at a price less than the original purchase value. An unexpectedly high rate of defaults on the mortgages held by a mortgage pool may adversely affect the value of mortgage-backed securities and could result in losses to the Fund. The risk of such defaults is generally higher in the case of mortgage pools that include subprime mortgages. Subprime mortgages refer to loans made to borrowers with weakened credit histories or with lower capacity to make timely payments on their mortgages.

n Non-diversification risk. The Fund is non-diversified and can invest a greater portion of its assets in a small number of issuers or 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. 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 Synthetic securities risk. Fluctuations in the values of synthetic securities may not correlate perfectly with the instruments

they are designed to replicate. Synthetic securities may be subject to interest rate changes, market price fluctuations, counterparty risk and liquidity risk.

n US government obligations risk. The Fund may invest in obligations issued by US 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 U.S. Aggregate Index is an unmanaged index considered representative of the US investment-grade, fixed-rate bond market.

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 index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index(es).

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.

6                Invesco Core Plus Bond Fund

Average Annual Total Returns
As of 8/31/13, including maximum applicable sales charges
Class A Shares
Inception (6/3/09)	4.25	%
1 Year	-6.12
Class B Shares
Inception (6/3/09)	4.12	%
1 Year	-7.41
Class C Shares
Inception (6/3/09)	4.53	%
1 Year	-3.52
Class R Shares
Inception (6/3/09)	5.05	%
1 Year	-2.16
Class Y Shares
Inception (6/3/09)	5.60	%
1 Year	-1.58
Class R5 Shares
Inception (6/3/09)	5.57	%
1 Year	-1.58
Class R6 Shares
Inception	5.39	%
1 Year	-1.60

Class R6 shares incepted on September 24, 2012. 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 share 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, Class R5 and Class R6 shares was 0.75%, 1.50% 1.50%, 1.00%, 0.50%, 0.50% and 0.50%, respectively.¹ The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as

Average Annual Total Returns
As of 6/30/13, the most recent calendar quarter end, including maximum applicable sales charges
Class A Shares
Inception (6/3/09)	4.61	%
1 Year	-3.36
Class B Shares
Inception (6/3/09)	4.51	%
1 Year	-4.70
Class C Shares
Inception (6/3/09)	4.91	%
1 Year	-0.88
Class R Shares
Inception (6/3/09)	5.44	%
1 Year	0.59
Class Y Shares
Inception (6/3/09)	5.99	%
1 Year	1.10
Class R5 Shares
Inception (6/3/09)	5.96	%
1 Year	1.10
Class R6 Shares
Inception	5.77	%
1 Year	1.13

of the date of this report for Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6 shares was 1.01%, 1.76%, 1.76%, 1.26%, 0.76%, 0.56% and 0.56%, 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 4.25% 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, Class R5 and Class R6 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. Had the adviser not waived fees and/or reimbursed expenses on Class R5 shares in the past, 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, 2013. See current prospectus for more information.

7                Invesco Core Plus Bond Fund

Invesco Core Plus Bond Fund’s investment objective is total return, comprised of current income and capital appreciation.

n Unless otherwise stated, information presented in this report is as of August 31, 2013, 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 Class B shares may not be purchased for new or additional investments. Please see the prospectus for more information.

n Class R shares are generally available only to employer sponsored retirement and benefit 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 Class R5 shares and Class R6 shares are primarily intended for employer sponsored retirement and benefit plans that meet certain standards and for institutional investors. On September 24, 2012, Institutional Class shares were renamed Class R5 shares. Please see the prospectus for more information.

Principal risks of investing in the Fund

n Active trading risk. The Fund engages in frequent trading of portfolio securities. Active trading results in added expenses and may result in a lower return and increased tax liability.

n Counterparty risk. Counterparty risk is the risk that the other party to the contract will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.

n Credit risk. 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 Currency/exchange rate risk. 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 Derivatives risk. The performance of derivative instruments is tied to the performance of an underlying currency, security, index, commodity or other instrument. In addition to risks relating to their underlying instruments, the use of derivatives may

include other, possibly greater, risks. Derivatives involve costs, may be volatile, and may involve a small initial investment relative to the risk assumed. Risks associated with the use of derivatives may include counterparty, leverage, correlation, liquidity, tax, market, interest rate and management risks. Derivatives may also be more difficult to purchase, sell or value than other investments. The Fund may lose more than the cash amount invested on investments in derivatives.

Investors should bear in mind that, while the Fund intends to use derivative strategies, it is not obligated to actively engage in these transactions, generally or in any particular kind of derivative, if the adviser elects not to do so due to availability, cost, market conditions or other factors.

n Developing/emerging markets securities risk. The prices of securities issued by foreign companies and governments located in developing/emerging markets 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 Dollar roll transactions risk. Dollar roll transactions involve the risk that the market value and yield of the securities retained by the Fund may decline below the price of the mortgage-related securities sold by the Fund that it is obligated to repurchase.

n Foreign securities risk. The Fund’s foreign investments may be affected by changes in a 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 High yield bond (junk bond) risk. 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. 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 Liquidity risk. 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 Management risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.

n Market risk. The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment, general economic and market conditions, regional or global instability, and currency and interest rate fluctuations.

n Mortgage- and asset-backed securities risk. 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

continued on page 6

	Fund Nasdaq Symbols
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.	Class A Shares	ACPSX
	Class B Shares	CPBBX
	Class C Shares	CPCFX
	Class R Shares	CPBRX
	Class Y Shares	CPBYX
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE	Class R5 Shares	CPIIX
	Class R6 Shares	CPBFX

8                Invesco Core Plus Bond Fund

Schedule of Investments^(a)

August 31, 2013

	Principal Amount		Value
U.S. Dollar Denominated Bonds and Notes–58.49%
Advertising–0.16%
Omnicom Group Inc., Sr. Unsec. Gtd. Global Notes, 3.63%, 05/01/22	$	550,000	$	530,583
WPP Finance (United Kingdom), Sr. Unsec. Gtd. Global Notes, 8.00%, 09/15/14		365,000		390,275
				920,858
Aerospace & Defense–0.16%
B/E Aerospace Inc., Sr. Unsec. Notes, 5.25%, 04/01/22		90,000		89,550
Bombardier Inc. (Canada),
Sr. Unsec. Notes, 5.75%, 03/15/22(b)		115,000		112,412
6.13%, 01/15/23(b)		23,000		22,598
7.75%, 03/15/20(b)		70,000		77,700
DigitalGlobe Inc., Sr. Unsec. Gtd. Notes, 5.25%, 02/01/21(b)		85,000		80,112
GenCorp Inc., Sr. Sec. Gtd. Notes, 7.13%, 03/15/21(b)		177,000		186,735
Huntington Ingalls Industries Inc., Sr. Unsec. Gtd. Global Notes, 6.88%, 03/15/18		60,000		65,025
Kratos Defense & Security Solutions Inc., Sr. Sec. Gtd. Global Notes, 10.00%, 06/01/17		99,000		107,415
Sequa Corp., Sr. Unsec. Gtd. Notes, 7.00%, 12/15/17(b)		70,000		70,088
TransDigm Inc.,
Sr. Unsec. Gtd. Sub. Global Notes, 5.50%, 10/15/20		45,000		43,875
Sr. Unsec. Gtd. Sub. Notes, 7.50%, 07/15/21(b)		50,000		52,750
				908,260
Agricultural Products–0.32%
Ingredion Inc., Sr. Unsec. Global Notes, 1.80%, 09/25/17		1,030,000		1,009,016
Sr. Unsec. Notes, 3.20%, 11/01/15		75,000		78,060
6.63%, 04/15/37		635,000		722,984
				1,810,060
Airlines–1.73%
Air Canada Pass Through Trust (Canada), Series 2013-1, Class B, Sec. Pass Through Ctfs., 5.38%, 05/15/21(b)		35,000		33,950
American Airlines Pass Through Trust, Series 2011-1, Class A, Sr. Sec. Pass Through Ctfs., 5.25%, 01/31/21		989,077		1,044,095
Series 2011-1, Class B, Sec. Pass Through Ctfs., 7.00%, 01/31/18(b)		322,681		333,975
Series 2013-2, Class A, Sr. Sec. Pass Through Ctfs., 4.95%, 01/15/23(b)		880,000		877,800

	Principal Amount		Value
Airlines–(continued)
Continental Airlines Pass Through Trust, Series 2007-1, Class C, Sec. Global Pass Through Ctfs., 7.34%, 04/19/14	$	5,638	$	5,740
Series 2009-1, Sec. Pass Through Ctfs., 9.00%, 07/08/16		1,131,965		1,293,270
Series 2009-2, Class B, Sec. Global Pass Through Ctfs., 9.25%, 05/10/17		3,339		3,658
Series 2010-1, Class B, Sec. Pass Through Ctfs., 6.00%, 01/12/19		22,335		22,774
Series 2012-1, Class A, Sec. Pass Through Ctfs., 4.15%, 04/11/24		500,000		494,062
Series 2012-3, Class C, Sec. Pass Through Ctfs., 6.13%, 04/29/18		120,000		121,950
Delta Air Lines Pass Through Trust, Series 2009-1, Class A, Sr. Sec. Pass Through Ctfs., 7.75%, 12/17/19		457,103		531,954
Series 2012-1, Class A, Sr. Sec. Pass Through Ctfs., 4.75%, 05/07/20		1,287,330		1,365,374
Hawaiian Airlines, Series 2013-1, Class A, Sr. Sec. Gtd. Pass Through Ctfs., 3.90%, 01/15/26		2,045,000		1,885,234
Series 2013-1, Class B, Sr. Sec. Gtd. Pass Through Ctfs., 4.95%, 01/15/22		995,000		925,350
United Airlines Pass Through Trust, Series 2013-1, Class A, Sr. Sec. Pass Through Ctfs., 4.30%, 08/15/25		675,000		662,766
United Continental Holdings Inc., Sr. Unsec. Gtd. Notes, 6.38%, 06/01/18		145,000		146,813
US Airways Pass Through Trust, Series 1998-1, Class C, Sec. Pass Through Ctfs., 6.82%, 01/30/14		18,860		18,601
Series 2012-1, Class A, Sr. Sec. Pass Through Ctfs., 5.90%, 10/01/24		9,982		10,500
Series 2012-1, Class B, Sec. Pass Through Ctfs., 8.00%, 10/01/19		9,993		10,842
Series 2012-1, Class C, Sec. Pass Through Ctfs., 9.13%, 10/01/15		9,992		10,492
				9,799,200
Alternative Carriers–0.08%
Cogent Communications Group, Inc., Sr. Sec. Gtd. Notes, 8.38%, 02/15/18(b)		30,000		32,925
Level 3 Communications Inc., Sr. Unsec. Global Notes, 8.88%, 06/01/19		30,000		32,025
11.88%, 02/01/19		30,000		34,425
Level 3 Financing Inc., Sr. Unsec. Gtd. Global Notes, 7.00%, 06/01/20		60,000		60,750
8.13%, 07/01/19		110,000		116,325
8.63%, 07/15/20		15,000		16,087
9.38%, 04/01/19		160,000		175,200
				467,737

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

9                         Invesco Core Plus Bond Fund

	Principal Amount		Value
Apparel Retail–0.03%
L Brands Inc., Sr. Unsec. Gtd. Global Notes, 8.50%, 06/15/19	$	5,000	$	5,963
Sr. Unsec. Gtd. Notes, 6.63%, 04/01/21		170,000		181,050
				187,013
Apparel, Accessories & Luxury Goods–0.12%
Jones Group Inc./Apparel Group Holdings/Apparel Group USA/Footwear Accessories Retail, Sr. Unsec. Notes, 6.88%, 03/15/19		252,000		258,300
Levi Strauss & Co., Sr. Unsec. Global Notes, 6.88%, 05/01/22		151,000		161,570
7.63%, 05/15/20		100,000		108,000
PVH Corp., Sr. Unsec. Global Notes, 4.50%, 12/15/22		120,000		112,050
William Carter Co. (The), Sr. Unsec. Gtd. Notes, 5.25%, 08/15/21(b)		16,000		16,120
				656,040
Application Software–0.01%
Nuance Communications Inc., Sr. Unsec. Gtd. Notes, 5.38%, 08/15/20(b)		85,000		81,388
Asset Management & Custody Banks–0.99%
Ashton Woods USA LLC/Ashton Woods Finance Co., Sr. Unsec. Notes, 6.88%, 02/15/21(b)		120,000		119,100
Bank of New York Mellon (The), Series D, Jr. Unsec. Sub. Global Notes, 4.50%(c)		2,025,000		1,812,375
Blackstone Holdings Finance Co. LLC, Sr. Unsec. Gtd. Notes, 6.25%, 08/15/42(b)		1,070,000		1,119,637
Carlyle Holdings II Finance LLC, Sr. Sec. Gtd. Notes, 5.63%, 03/30/43(b)		1,430,000		1,325,825
Prospect Capital Corp., Sr. Unsec. Global Notes, 5.88%, 03/15/23		1,280,000		1,219,147
				5,596,084
Auto Parts & Equipment–0.05%
Allison Transmission Inc., Sr. Unsec. Gtd. Notes, 7.13%, 05/15/19(b)		146,000		155,490
American Axle & Manufacturing Inc., Sr. Unsec. Gtd. Notes, 6.25%, 03/15/21		120,000		122,700
6.63%, 10/15/22		25,000		25,688
				303,878
Automobile Manufacturers–1.57%
Chrysler Group LLC/CG Co-Issuer Inc., Sr. Sec. Gtd. Global Notes, 8.00%, 06/15/19		200,000		218,000
Ford Motor Co., Sr. Unsec. Global Notes, 4.75%, 01/15/43		600,000		530,609

	Principal Amount		Value
Automobile Manufacturers–(continued)
Ford Motor Credit Co. LLC, Sr. Unsec. Global Notes, 4.38%, 08/06/23	$	1,820,000	$	1,776,790
Sr. Unsec. Notes, 3.98%, 06/15/16		2,300,000		2,404,791
4.25%, 09/20/22		2,700,000		2,628,476
Hyundai Capital America (South Korea), Sr. Unsec. Notes, 2.88%, 08/09/18(b)		1,349,000		1,336,475
				8,895,141
Automotive–0.01%
Goodyear Tire & Rubber Co., 6.50%, 03/01/21		50,000		50,625
Biotechnology–0.59%
Celgene Corp., Sr. Unsec. Global Notes, 4.00%, 08/15/23		3,375,000		3,327,639
Brewers–0.26%
Anheuser-Busch InBev Worldwide Inc. (Belgium), Sr. Unsec. Gtd. Global Notes, 5.38%, 11/15/14		125,000		132,084
Heineken NV (Netherlands), Sr. Unsec. Notes, 1.40%, 10/01/17(b)		1,360,000		1,325,497
				1,457,581
Broadcasting–0.78%
Clear Channel Worldwide Holdings Inc., Series A, Sr. Unsec. Gtd. Global Notes, 6.50%, 11/15/22		15,000		14,925
Series A Sr. Unsec. Gtd. Sub. Global Notes, 7.63%, 03/15/20		8,000		7,960
Series B, Sr. Unsec. Gtd. Global Notes, 6.50%, 11/15/22		40,000		40,100
Series B Sr. Unsec. Gtd. Sub. Global Notes, 7.63%, 03/15/20		185,000		186,388
COX Communications Inc., Sr. Unsec. Notes, 4.50%, 06/30/43(b)		1,470,000		1,163,009
8.38%, 03/01/39(b)		1,220,000		1,457,392
9.38%, 01/15/19(b)		25,000		31,869
Discovery Communications LLC, Sr. Unsec. Gtd. Global Notes, 6.35%, 06/01/40		1,275,000		1,407,938
LIN Television Corp., Sr. Unsec. Gtd. Global Notes, 6.38%, 01/15/21		105,000		105,525
Starz LLC/Starz Finance Corp., Sr. Unsec. Gtd. Global Notes, 5.00%, 09/15/19		5,000		4,916
				4,420,022
Building Products–0.18%
Builders FirstSource Inc., Sr. Sec. Notes, 7.63%, 06/01/21(b)		215,000		213,925
Gibraltar Industries Inc., Sr. Unsec. Gtd. Sub. Global Notes, 6.25%, 02/01/21		180,000		182,250
Nortek Inc., Sr. Unsec. Gtd. Global Notes, 8.50%, 04/15/21		211,000		229,462
10.00%, 12/01/18		125,000		137,500

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

10                         Invesco Core Plus Bond Fund

	Principal Amount		Value
Building Products–(continued)
USG Corp., Sr. Unsec. Gtd. Notes, 7.88%, 03/30/20(b)	$	60,000	$	66,300
Sr. Unsec. Notes, 9.75%, 01/15/18		155,000		179,413
				1,008,850
Cable & Satellite–1.32%
British Sky Broadcasting Group PLC (United Kingdom), Sr. Unsec. Gtd. Notes, 9.50%, 11/15/18(b)		25,000		32,380
CCO Holdings LLC/CCO Holdings Capital Corp., Sr. Unsec. Gtd. Notes, 5.25%, 03/15/21(b)		100,000		95,250
Comcast Corp., Sr. Unsec. Gtd. Global Notes, 6.50%, 01/15/15		20,000		21,578
Sr. Unsec. Gtd. Notes, 6.45%, 03/15/37		80,000		95,403
DIRECTV Holdings LLC/DIRECTV Financing Co., Inc., Sr. Unsec. Gtd. Global Notes, 2.40%, 03/15/17		620,000		615,239
DISH DBS Corp., Sr. Unsec. Gtd. Global Notes, 5.00%, 03/15/23		135,000		125,550
5.13%, 05/01/20		90,000		87,525
5.88%, 07/15/22		90,000		88,537
Hughes Satellite Systems Corp., Sr. Sec. Gtd. Global Notes, 6.50%, 06/15/19		31,000		32,782
Sr. Unsec. Gtd. Global Notes, 7.63%, 06/15/21		26,000		28,080
Intelsat Jackson Holdings S.A. (Luxembourg), Sr. Unsec. Gtd. Global Notes, 7.25%, 10/15/20		30,000		32,175
7.50%, 04/01/21		115,000		124,775
Sr. Unsec. Gtd. Notes, 6.63%, 12/15/22(b)		190,000		190,475
Intelsat Luxembourg S.A. (Luxembourg), Sr. Unsec. Gtd. Notes, 7.75%, 06/01/21(b)		70,000		72,450
8.13%, 06/01/23(b)		60,000		63,000
Nara Cable Funding Ltd. (Spain), Sr. Sec. Gtd. Notes, 8.88%, 12/01/18(b)		200,000		206,500
NBC Universal Media LLC, Sr. Unsec. Gtd. Global Notes, 2.10%, 04/01/14		775,000		782,847
5.15%, 04/30/20		350,000		394,313
5.95%, 04/01/41		740,000		836,942
Time Warner Cable, Inc., Sr. Unsec. Gtd. Notes, 5.00%, 02/01/20		680,000		687,640
ViaSat Inc., Sr. Unsec. Gtd. Global Notes, 6.88%, 06/15/20		210,000		221,025
Virgin Media Secured Finance PLC (United Kingdom), Sr. Sec. Gtd. Global Notes, 5.25%, 01/15/21		200,000		199,849
6.50%, 01/15/18		2,155,000		2,265,918
Sr. Sec. Gtd. Notes, 5.38%, 04/15/21(b)		200,000		196,500
				7,496,733

	Principal Amount		Value
Casinos & Gaming–0.25%
Boyd Gaming Corp., Sr. Unsec. Gtd. Global Notes, 9.00%, 07/01/20	$	155,000	$	167,012
9.13%, 12/01/18		20,000		21,900
Caesars Entertainment Operating Co. Inc., Sec. Gtd. Global Notes, 10.00%, 12/15/15		25,000		21,688
Sr. Sec. Gtd. Global Notes, 9.00%, 02/15/20		70,000		67,550
CityCenter Holdings LLC/CityCenter Finance Corp., Sec. Gtd. Global PIK Notes, 10.75%, 01/15/17		111,816		121,181
Codere Finance Luxembourg S.A. (Spain), Sr. Sec. Gtd. Notes, 9.25%, 02/15/19(b)		10,000		5,150
MCE Finance Ltd. (China), Sr. Unsec. Gtd. Notes, 5.00%, 02/15/21(b)		200,000		185,500
MGM Resorts International, Sr. Unsec. Gtd. Global Notes, 6.63%, 12/15/21		245,000		249,900
Sr. Unsec. Gtd. Notes, 7.75%, 03/15/22		223,000		238,610
Pinnacle Entertainment Inc., Sr. Unsec. Gtd. Global Notes, 7.50%, 04/15/21		85,000		91,588
Seneca Gaming Corp., Sr. Unsec. Gtd. Notes, 8.25%, 12/01/18(b)		99,000		105,682
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp., Sr. Unsec. Global Notes, 5.38%, 03/15/22		55,000		53,934
7.75%, 08/15/20		85,000		95,200
				1,424,895
Catalog Retail–0.73%
QVC Inc., Sr. Sec. Notes, 7.50%, 10/01/19(b)		3,825,000		4,150,125
Coal & Consumable Fuels–0.08%
CONSOL Energy Inc., Sr. Unsec. Gtd. Global Notes, 8.25%, 04/01/20		145,000		154,062
Peabody Energy Corp., Sr. Unsec. Gtd. Global Notes, 6.00%, 11/15/18		86,000		85,785
Sr. Unsec. Gtd. Notes, 6.50%, 09/15/20		200,000		199,500
				439,347
Commercial Printing–0.02%
RR Donnelley & Sons Co., Sr. Unsec. Global Notes, 7.88%, 03/15/21		90,000		96,525
Communications Equipment–0.04%
Avaya Inc., Sec. Gtd. Notes, 10.50%, 03/01/21(b)		40,000		30,800
Sr. Sec. Gtd. Notes, 7.00%, 04/01/19(b)		135,000		123,694
9.00%, 04/01/19(b)		74,000		71,040
				225,534
Computer & Electronics Retail–0.03%
Rent-A-Center Inc., Sr. Unsec. Gtd. Global Notes, 6.63%, 11/15/20		150,000		157,688

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

11                         Invesco Core Plus Bond Fund

	Principal Amount		Value
Computer Storage & Peripherals–0.05%
Seagate HDD Cayman, Sr. Unsec. Gtd. Global Notes, 7.00%, 11/01/21	$	242,000	$	262,570
Construction & Engineering–0.23%
Dycom Investments Inc., Sr. Unsec. Gtd. Sub. Global Notes, 7.13%, 01/15/21		105,000		111,038
Tutor Perini Corp., Sr. Unsec. Gtd. Global Notes, 7.63%, 11/01/18		125,000		130,625
URS Corp., Sr. Unsec. Gtd. Notes, 5.50%, 04/01/22(b)		1,050,000		1,071,498
				1,313,161
Construction & Farm Machinery & Heavy Trucks–0.22%
Case New Holland Inc., Sr. Unsec. Gtd. Global Notes, 7.88%, 12/01/17		40,000		46,100
Commercial Vehicle Group Inc., Sec. Gtd. Global Notes, 7.88%, 04/15/19		94,000		94,235
John Deere Capital Corp., Sr. Unsec. Global Notes, 0.88%, 04/17/15		670,000		672,906
Manitowoc Co. Inc. (The), Sr. Unsec. Gtd. Global Notes, 5.88%, 10/15/22		90,000		89,325
Sr. Unsec. Gtd. Notes, 8.50%, 11/01/20		100,000		111,250
Navistar International Corp., Sr. Unsec. Gtd. Notes, 8.25%, 11/01/21		128,000		128,000
Terex Corp., Sr. Unsec. Gtd. Global Notes, 6.00%, 05/15/21		70,000		70,700
Sr. Unsec. Gtd. Notes, 6.50%, 04/01/20		25,000		26,063
Titan International Inc., Sr. Sec. Gtd. Global Notes, 7.88%, 10/01/17		14,000		14,875
				1,253,454
Construction Materials–0.08%
Odebrecht Offshore Drilling Finance Ltd. (Brazil), Sr. Sec. Gtd. Notes, 6.75%, 10/01/22(b)		200,000		194,824
Ply Gem Industries Inc., Sr. Unsec. Gtd. Global Notes, 9.38%, 04/15/17		15,000		15,863
Texas Industries Inc., Sr. Unsec. Gtd. Global Notes, 9.25%, 08/15/20		230,000		252,425
				463,112
Consumer Finance–0.25%
Ally Financial Inc., Sr. Unsec. Gtd. Global Notes, 7.50%, 09/15/20		200,000		226,000
8.00%, 03/15/20		160,000		185,200
SLM Corp., Sr. Unsec. Medium-Term Global Notes, 6.25%, 01/25/16		355,000		379,356
Series A, Sr. Unsec. Medium-Term Notes, 5.00%, 10/01/13		615,000		615,071
				1,405,627
Containers & Glass Products–0.04%
Reynolds Group Holdings Inc., Sr. Sec. Gtd. Global Notes, 5.75%, 10/15/20		215,000		213,925

	Principal Amount		Value
Data Processing & Outsourced Services–0.29%
Computer Sciences Corp., Sr. Unsec. Global Notes, 4.45%, 09/15/22	$	760,000	$	743,223
CoreLogic, Inc., Sr. Unsec. Gtd. Global Notes, 7.25%, 06/01/21		228,000		244,530
First Data Corp.,
Sec. Gtd. Notes, 8.25%, 01/15/21(b)		399,000		409,972
Sr. Sec. Gtd. Notes, 6.75%, 11/01/20(b)		79,000		80,778
7.38%, 06/15/19(b)		44,000		45,760
Sr. Unsec. Gtd. Sub. Global Notes, 11.25%, 03/31/16		53,000		52,868
Sr. Unsec. Gtd. Sub. Notes, 11.75%, 08/15/21(b)		30,000		28,200
WEX Inc., Sr. Unsec. Gtd. Notes, 4.75%, 02/01/23(b)		50,000		45,625
				1,650,956
Distillers & Vintners–0.03%
CEDC Finance Corp. International Inc. (Poland), Sr. Sec. Gtd. Global Notes, 10.00%, 04/30/18(d)		41,281		37,526
Constellation Brands Inc., Sr. Unsec. Gtd. Global Notes, 7.25%, 05/15/17		60,000		68,550
Sr. Unsec. Gtd. Notes, 6.00%, 05/01/22		35,000		37,012
				143,088
Diversified Banks–4.87%
Abbey National Treasury Services PLC (United Kingdom), Sr. Unsec. Gtd. Medium-Term Euro Notes, 3.88%, 11/10/14(b)		420,000		430,375
Access Finance B.V. (Nigeria), Sr. Unsec. Gtd. Notes, 7.25%, 07/25/17(b)		200,000		197,664
Akbank TAS (Turkey), Sr. Unsec. Notes, 5.13%, 07/22/15(b)		100,000		101,110
6.50%, 03/09/18(b)		200,000		208,683
Alfa Bank OJSC Via Alfa Bond Issuance PLC (Russia), Sr. Unsec. Loan Participation Notes, 7.75%, 04/28/21(b)		200,000		210,985
Banco Bradesco S.A. (Brazil), Sr. Unsec. Notes, 4.10%, 03/23/15(b)		415,000		427,145
Unsec. Sub. Notes, 5.75%, 03/01/22(b)		200,000		185,881
Banco Davivienda S.A. (Colombia), Sr. Unsec. Notes, 2.95%, 01/29/18(b)		200,000		186,752
Unsec. Sub. Notes, 5.88%, 07/09/22(b)		200,000		189,221
Banco de Credito e Inversiones (Chile), Sr. Unsec. Notes, 3.00%, 09/13/17(b)		200,000		196,067
4.00%, 02/11/23(b)		500,000		452,759
Bancolombia S.A. (Colombia), Unsec. Sub. Global Notes, 5.13%, 09/11/22		340,000		301,155

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

12                         Invesco Core Plus Bond Fund

	Principal Amount		Value
Diversified Banks–(continued)
Bangkok Bank PCL (Thailand), Sr. Unsec. Notes, 4.80%, 10/18/20(b)	$	100,000	$	102,704
Bank of Montreal (Canada), Sr. Unsec. Medium-Term Notes, 0.80%, 11/06/15		1,330,000		1,329,145
Barclays Bank PLC (United Kingdom), Unsec. Sub. Global Notes, 5.14%, 10/14/20		810,000		840,380
BBVA Bancomer S.A. (Mexico), Unsec. Sub. Notes, 6.75%, 09/30/22(b)		400,000		416,887
Caixa Economica Federal (Brazil), Sr. Unsec. Notes, 3.50%, 11/07/22(b)		400,000		321,060
DBS Bank Ltd. (Singapore), Unsec. Sub. Notes, 3.63%, 09/21/22(b)		200,000		204,277
Eurasian Development Bank (Supranational), Sr. Unsec. Notes, 4.77%, 09/20/22(b)		200,000		187,445
Grupo Aval Ltd. (Colombia), Sr. Unsec. Gtd. Notes, 4.75%, 09/26/22(b)		400,000		351,792
Hana Bank (South Korea), Sr. Unsec. Notes, 4.25%, 06/14/17(b)		700,000		736,032
HBOS PLC (United Kingdom), Unsec. Sub. Medium-Term Global Notes, 6.75%, 05/21/18(b)		1,360,000		1,486,831
HSBC Holdings PLC (United Kingdom), Sr. Unsec. Global Notes, 4.00%, 03/30/22		1,050,000		1,058,221
Industrial Senior Trust (Guatemala), Sr. Unsec. Gtd. Notes, 5.50%, 11/01/22(b)		100,000		90,221
ING Bank N.V. (Netherlands), Sr. Unsec. Notes, 3.00%, 09/01/15(b)		255,000		261,708
3.75%, 03/07/17(b)		330,000		342,048
Itau Unibanco Holding S.A. (Brazil), Unsec. Sub. Notes, 5.13%, 05/13/23(b)		600,000		529,554
Korea Development Bank (The) (South Korea), Sr. Unsec. Global Notes, 3.50%, 08/22/17		730,000		755,410
Lloyds TSB Bank PLC (United Kingdom), Unsec. Gtd. Sub. Medium-Term Notes, 6.50%, 09/14/20(b)		955,000		1,035,063
Nordea Bank AB (Sweden), Sr. Unsec. Notes, 4.88%, 01/27/20(b)		575,000		619,025
PNC Bank, N.A., Unsec. Sub. Global Notes, 3.80%, 07/25/23		1,255,000		1,215,026
RBS Capital Trust II (United Kingdom), Jr. Unsec. Gtd. Sub. Global Bonds, 6.43%(c)		11,000		9,267
Royal Bank of Scotland Group PLC (The) (United Kingdom), Unsec. Sub. Notes, 6.13%, 12/15/22		95,000		91,371
Russian Agricultural Bank OSJC via RSHB Capital SA (Russia), Sr. Unsec. Notes, 5.10%, 07/25/18(b)		250,000		249,660
Santander U.S. Debt S.A. Unipersonal (Spain), Sr. Unsec. Gtd. Notes, 3.72%, 01/20/15(b)		700,000		698,807

	Principal Amount		Value
Diversified Banks–(continued)
Societe Generale S.A. (France), Sr. Unsec. Medium-Term Notes, 5.20%, 04/15/21(b)	$	1,460,000	$	1,557,494
Sr. Unsec. Notes, 2.50%, 01/15/14(b)		1,940,000		1,945,543
Standard Chartered PLC (Hong Kong), Sr. Unsec. Notes, 3.85%, 04/27/15(b)		775,000		807,687
5.50%, 11/18/14(b)		1,880,000		1,977,373
Turkiye Halk Bankasi A.S. (Turkey), Sr. Unsec. Notes, 3.88%, 02/05/20(b)		600,000		515,107
4.88%, 07/19/17(b)		200,000		194,345
Turkiye Is Bankasi A.S. (Turkey), Sr. Unsec. Notes, 3.88%, 11/07/17(b)		890,000		818,795
U.S. Bank N.A., Unsec. Sub. Notes, 3.78%, 04/29/20		1,400,000		1,459,833
VTB Bank OJSC Via VTB Capital S.A.(Russia), Sr. Unsec. Loan Participation Notes, 6.32%, 02/22/18(b)		1,415,000		1,484,180
6.55%, 10/13/20(b)		660,000		680,324
Sr. Unsec. Notes, 6.00%, 04/12/17(b)		200,000		209,115
				27,669,527
Diversified Capital Markets–0.87%
Credit Suisse AG (Switzerland), Unsec. Sub. Notes, 6.50%, 08/08/23(b)		4,085,000		4,109,510
UBS AG (Switzerland), Sr. Unsec. Global Bank Notes, 5.88%, 12/20/17		200,000		230,342
Sr. Unsec. Medium-Term Bank Notes, 3.88%, 01/15/15		560,000		583,262
				4,923,114
Diversified Chemicals–0.33%
Dow Chemical Co. (The), Sr. Unsec. Global Notes, 3.00%, 11/15/22		2,030,000		1,867,153
Eagle Spinco Inc., Sr. Unsec. Gtd. Notes, 4.63%, 02/15/21(b)		10,000		9,500
				1,876,653
Diversified Metals & Mining–1.31%
Anglo American Capital PLC (United Kingdom), Sr. Unsec. Gtd. Notes, 9.38%, 04/08/19(b)		170,000		210,355
Corporacion Nacional del Cobre de Chile (Chile), Sr. Unsec. Notes, 3.00%, 07/17/22(b)		200,000		177,120
FMG Resources Pty. Ltd. (Australia), Sr. Unsec. Gtd. Notes, 8.25%, 11/01/19(b)		160,000		170,400
Freeport-McMoran Copper & Gold Inc., Sr. Unsec. Notes, 3.88%, 03/15/23(b)		2,000,000		1,788,442
Rio Tinto Finance USA Ltd. (United Kingdom), Sr. Unsec. Gtd. Global Notes, 7.13%, 07/15/28		565,000		688,914

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

13                         Invesco Core Plus Bond Fund

	Principal Amount		Value
Diversified Metals & Mining–(continued)
Rio Tinto Finance USA PLC (United Kingdom), Sr. Unsec. Gtd. Global Notes, 3.50%, 03/22/22	$	1,700,000	$	1,613,323
Southern Copper Corp., Sr. Unsec. Global Notes, 5.25%, 11/08/42		1,720,000		1,338,345
5.38%, 04/16/20		150,000		157,486
6.75%, 04/16/40		725,000		677,342
Vedanta Resources PLC (India), Sr. Unsec. Notes, 9.50%, 07/18/18(b)		100,000		104,376
Walter Energy Inc., Sr. Unsec. Gtd. Notes, 8.50%, 04/15/21(b)		41,000		32,595
Xstrata Finance Canada Ltd. (Canada), Sr. Unsec. Gtd. Notes, 5.55%, 10/25/42(b)		550,000		460,230
				7,418,928
Diversified REIT’s–0.22%
Qatari Diar Finance Co. (Qatar), Sr. Unsec. Gtd. Notes, 5.00%, 07/21/20(b)		1,175,000		1,272,416
Drug Retail–0.29%
CVS Caremark Corp., Sr. Unsec. Global Notes, 2.75%, 12/01/22		1,555,000		1,436,386
CVS Pass Through Trust, Sr. Sec. Global Pass Through Ctfs., 6.04%, 12/10/28		200,830		220,474
				1,656,860
Electric Utilities–1.01%
Comision Federal de Electricidad (Mexico), Sr. Unsec. Notes, 5.75%, 02/14/42(b)		500,000		449,669
LSP Energy L.P./LSP Batesville Funding Corp., Series D, Sr. Sec. Bonds, 8.16%, 07/15/25(e)		5,000		0
Majapahit Holding B.V. (Indonesia), REGS, Sr. Unsec. Gtd. Euro Notes, 7.75%, 01/20/20(b)		200,000		212,000
Sr. Unsec. Gtd. Notes, 7.75%, 01/20/20(b)		100,000		105,666
Mississippi Power Co., Series 12, Class A, Sr. Unsec. Notes, 4.25%, 03/15/42		767,000		678,675
NextEra Energy Capital Holdings Inc., Sr. Unsec. Gtd. Notes, 1.20%, 06/01/15		300,000		301,213
Ohio Power Co., Series M, Sr. Unsec. Notes, 5.38%, 10/01/21		2,370,000		2,654,711
Saudi Electricity Global Sukuk Co. 2 (Saudi Arabia), Sr. Unsec. Bonds, 3.47%, 04/08/23(b)		200,000		184,796
5.06%, 04/08/43(b)		200,000		169,449
System Energy Resources Inc., Sec. First Mortgage Bonds, 4.10%, 04/01/23		1,000,000		988,015
				5,744,194
Electrical Components & Equipment–0.02%
Belden Inc., Sr. Unsec. Gtd. Sub. Notes, 5.50%, 09/01/22(b)		75,000		73,125

	Principal Amount		Value
Electrical Components & Equipment–(continued)
Polypore International Inc., Sr. Unsec. Gtd. Global Notes, 7.50%, 11/15/17	$	55,000	$	58,575
				131,700
Electronic Components–0.20%
Corning, Inc., Sr. Unsec. Notes, 4.75%, 03/15/42		1,155,000		1,136,703
Electronic Manufacturing Services–0.02%
Sanmina Corp., Sr. Unsec. Gtd. Notes, 7.00%, 05/15/19(b)		132,000		138,930
Environmental & Facilities Services–0.19%
Clean Harbors Inc., Sr. Unsec. Gtd. Global Notes, 5.13%, 06/01/21		15,000		14,662
5.25%, 08/01/20		10,000		9,925
Waste Management, Inc., Sr. Unsec. Gtd. Notes, 5.00%, 03/15/14		1,050,000		1,074,384
				1,098,971
Food Retail–0.54%
Kroger Co. (The), Sr. Unsec. Global Notes, 3.85%, 08/01/23		1,340,000		1,313,606
5.15%, 08/01/43		1,820,000		1,780,999
				3,094,605
Forest Products–0.01%
Boise Cascade Co., Sr. Unsec. Gtd. Global Notes, 6.38%, 11/01/20		40,000		41,500
Sr. Unsec. Gtd. Notes, 6.38%, 11/01/20(b)		24,000		24,900
				66,400
Gas Utilities–0.05%
AmeriGas Finance LLC/Corp., Sr. Unsec. Gtd. Global Notes, 7.00%, 05/20/22		55,000		58,300
Ferrellgas L.P./Ferrellgas Finance Corp., Sr. Unsec. Global Notes, 6.50%, 05/01/21		73,000		73,365
Suburban Propane Partners, L.P./ Suburban Energy Finance Corp., Sr. Unsec. Global Notes, 7.38%, 08/01/21		54,000		57,105
Sr. Unsec. Notes, 7.38%, 03/15/20		110,000		117,425
				306,195
General Merchandise Stores–0.47%
Dollar General Corp., Sr. Unsec. Global Notes, 1.88%, 04/15/18		1,660,000		1,596,835
3.25%, 04/15/23		1,210,000		1,101,553
				2,698,388
Gold–1.06%
AngloGold Ashanti Holdings PLC (South Africa), Sr. Unsec. Gtd. Global Notes, 5.13%, 08/01/22		610,000		520,406

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

14                         Invesco Core Plus Bond Fund

	Principal Amount		Value
Gold–(continued)
Barrick Gold Corp. (Canada), Sr. Unsec. Global Notes, 2.90%, 05/30/16	$	1,210,000	$	1,218,212
Barrick North America Finance LLC (Canada), Sr. Unsec. Gtd. Global Notes, 5.70%, 05/30/41		600,000		510,629
Eldorado Gold Corp. (Canada), Sr. Unsec. Notes, 6.13%, 12/15/20(b)		30,000		28,800
Gold Fields Orogen Holding BVI Ltd. (South Africa), Sr. Unsec. Gtd. Notes, 4.88%, 10/07/20(b)		2,435,000		1,938,755
Kinross Gold Corp. (Canada), Sr. Unsec. Gtd. Global Notes, 6.88%, 09/01/41		1,365,000		1,180,482
Newcrest Finance Pty Ltd. (Australia), Sr. Unsec. Gtd. Notes, 5.75%, 11/15/41(b)		815,000		628,919
				6,026,203
Health Care Equipment–0.40%
Biomet Inc., Sr. Unsec. Gtd. Sub. Global Notes, 6.50%, 10/01/20		70,000		70,175
Sr. Unsec. Gtd. Global Notes, 6.50%, 08/01/20		25,000		25,750
Boston Scientific Corp., Sr. Unsec. Global Notes, 4.13%, 10/01/23		2,053,000		2,013,254
DJO Finance LLC/Corp., Sr. Unsec. Gtd. Global Notes, 7.75%, 04/15/18		54,000		53,392
Sr. Unsec. Gtd. Sub. Global Notes, 9.75%, 10/15/17		21,000		21,263
Universal Hospital Services Inc., Sec. Gtd. Global Notes, 7.63%, 08/15/20		90,000		94,050
				2,277,884
Health Care Facilities–0.09%
HCA Holdings, Inc., Sr. Unsec. Notes, 6.25%, 02/15/21		100,000		100,750
HCA, Inc., Sr. Sec. Gtd. Global Notes, 5.88%, 03/15/22		130,000		134,875
Sr. Unsec. Gtd. Global Notes, 5.88%, 05/01/23		105,000		103,163
Tenet Healthcare Corp., Sr. Sec. Gtd. Global Notes, 4.75%, 06/01/20		5,000		4,756
Sr. Unsec. Global Notes, 6.75%, 02/01/20		40,000		39,600
8.00%, 08/01/20		107,000		111,547
				494,691
Health Care Services–0.16%
DaVita HealthCare Partners Inc., Sr. Unsec. Gtd. Global Notes, 5.75%, 08/15/22		25,000		24,875
Express Scripts Holding Co., Sr. Unsec. Gtd. Notes, 3.13%, 05/15/16		190,000		198,119
Medco Health Solutions Inc., Sr. Unsec. Gtd. Notes, 2.75%, 09/15/15		585,000		604,125

	Principal Amount		Value
Health Care Services–(continued)
Prospect Medical Holdings Inc., Sr. Sec. Notes, 8.38%, 05/01/19(b)	$	85,000	$	89,463
				916,582
Home Improvement Retail–0.04%
Michaels Stores Inc., Sr. Unsec. Gtd. Global Notes, 7.75%, 11/01/18		200,000		215,500
Homebuilding–0.20%
Beazer Homes USA Inc., Sr. Unsec. Gtd. Global Notes, 7.25%, 02/01/23		79,000		79,790
Sr. Unsec. Gtd. Notes, 9.13%, 06/15/18		70,000		73,937
DR Horton Inc., Sr. Unsec. Gtd. Global Notes, 4.75%, 02/15/23		110,000		100,650
K. Hovnanian Enterprises Inc., Sr. Sec. Gtd. Notes, 7.25%, 10/15/20(b)		60,000		63,750
Sr. Unsec. Gtd. Global Notes, 6.25%, 01/15/16		100,000		103,250
Sr. Unsec. Gtd. Notes, 7.50%, 05/15/16		115,000		121,756
11.88%, 10/15/15		10,000		11,400
KB Home, Sr. Unsec. Gtd. Notes, 7.50%, 09/15/22		20,000		20,950
Lennar Corp., Sr. Unsec. Gtd. Global Notes, 6.95%, 06/01/18		87,000		94,721
Sr. Unsec. Gtd. Notes, 4.75%, 11/15/22(b)		145,000		133,581
M/I Homes Inc., Sr. Unsec. Gtd. Global Notes, 8.63%, 11/15/18		65,000		69,713
Meritage Homes Corp., Sr. Unsec. Gtd. Global Notes, 7.00%, 04/01/22		55,000		59,400
Ryland Group Inc. (The), Sr. Unsec. Gtd. Notes, 5.38%, 10/01/22		65,000		60,369
Taylor Morrison Communities Inc./ Monarch Communities Inc., Sr. Unsec. Gtd. Notes, 7.75%, 04/15/20(b)		100,000		110,000
Toll Brothers Finance Corp., Sr. Unsec. Gtd. Notes, 5.88%, 02/15/22		18,000		18,315
				1,121,582
Hotels, Resorts & Cruise Lines–0.59%
Carnival Corp., Sr. Unsec. Gtd. Global Notes, 1.88%, 12/15/17		1,045,000		1,014,810
Royal Caribbean Cruises Ltd., Sr. Unsec. Global Notes, 5.25%, 11/15/22		605,000		592,900
7.25%, 03/15/18		25,000		28,938
7.50%, 10/15/27		70,000		75,950
Wyndham Worldwide Corp., Sr. Unsec. Notes, 5.63%, 03/01/21		1,530,000		1,639,061
				3,351,659
Household Products–0.10%
Central Garden & Pet Co., Sr. Unsec. Gtd. Sub. Notes, 8.25%, 03/01/18		35,000		33,906

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

15                         Invesco Core Plus Bond Fund

	Principal Amount		Value
Household Products–(continued)
Controladora Mabe S.A. de C.V. (Mexico), Sr. Unsec. Gtd. Notes, 7.88%, 10/28/19(b)	$	500,000	$	542,837
				576,743
Housewares & Specialties–0.01%
American Greetings Corp., Sr. Unsec. Gtd. Notes, 7.38%, 12/01/21		45,000		44,213
Hypermarkets & Super Centers–0.10%
Cencosud S.A. (Chile), Sr. Unsec. Gtd. Notes, 4.88%, 01/20/23(b)		600,000		548,056
Independent Power Producers & Energy Traders–0.02%
AES Corp. (The), Sr. Unsec. Global Notes, 7.38%, 07/01/21		50,000		54,875
8.00%, 10/15/17		8,000		9,250
NRG Energy Inc., Sr. Unsec. Gtd. Global Notes, 6.63%, 03/15/23		15,000		14,962
7.63%, 01/15/18		9,000		10,013
				89,100
Industrial Conglomerates–0.70%
General Electric Capital Corp., Sr. Unsec. Notes, 2.25%, 11/09/15		65,000		66,547
Hutchison Whampoa International Ltd. (Hong Kong), Sr. Unsec. Gtd. Notes, 5.75%, 09/11/19(b)		1,000,000		1,120,972
7.63%, 04/09/19(b)		925,000		1,119,784
Unsec. Gtd. Sub. Notes, 6.00%(b)(c)		200,000		211,000
Sigma Alimentos S.A. de C.V. (Mexico), Sr. Unsec. Gtd. Notes, 5.63%, 04/14/18(b)		1,350,000		1,457,480
				3,975,783
Industrial Machinery–0.70%
Actuant Corp., Sr. Unsec. Gtd. Global Notes, 5.63%, 06/15/22		50,000		50,375
Pentair Finance S.A., Sr. Unsec. Gtd. Global Notes, 1.35%, 12/01/15		2,700,000		2,715,662
3.15%, 09/15/22		1,355,000		1,231,198
				3,997,235
Industrial REIT’s–0.24%
ProLogis L.P., Sr. Unsec. Gtd. Global Notes, 4.25%, 08/15/23		1,415,000		1,390,932
Integrated Oil & Gas–0.72%
Gazprom OAO Via Gaz Capital S.A. (Russia), Sr. Unsec. Loan Participation Notes, 4.95%, 05/23/16(b)		200,000		210,250
KazMunayGaz National Co. JSC (Kazakhstan), Sr. Unsec. Gtd. Notes, 7.00%, 05/05/20(b)		210,000		232,202
Sr. Unsec. Notes, 5.75%, 04/30/43(b)		240,000		194,963

	Principal Amount		Value
Integrated Oil & Gas–(continued)
Lukoil International Finance B.V. (Russia), Sr. Unsec. Gtd. Notes, 7.25%, 11/05/19(b)	$	100,000	$	111,427
Petrobras Global Finance B.V. (Brazil), Sr. Unsec. Gtd. Global Notes, 3.00%, 01/15/19		200,000		184,455
4.38%, 05/20/23		200,000		175,910
Petroleos de Venezuela S.A. (Venezuela), Sr. Unsec. Gtd. Notes, 8.50%, 11/02/17(b)		200,000		179,606
REGS, Sr. Unsec. Gtd. Euro Notes, 8.50%, 11/02/17(b)		110,000		98,560
Rosneft Oil Co. via Rosneft International Finance Ltd. (Russia), Sr. Unsec. Bonds, 3.15%, 03/06/17(b)		500,000		491,792
Shell International Finance B.V. (Netherlands), Sr. Unsec. Gtd. Global Notes, 3.40%, 08/12/23		2,053,000		2,022,049
State Oil Co. of the Azerbaijan Republic (Azerbaijan), Sr. Unsec. Euro Notes, 5.45%, 02/09/17		200,000		209,500
				4,110,714
Integrated Telecommunication Services–0.68%
AT&T Corp., Sr. Unsec. Gtd. Global Notes, 8.00%, 11/15/31		13,000		17,983
AT&T Inc., Sr. Unsec. Global Notes, 2.50%, 08/15/15		905,000		934,358
2.95%, 05/15/16		160,000		167,138
Globo Comunicacao e Participacoes S.A. (Brazil), Sr. Sec. Euro Notes, 9.38%(b)(c)(d)		100,000		104,974
Qtel International Finance Ltd. (Qatar), Sr. Unsec. Gtd. Notes, 3.88%, 01/31/28(b)		200,000		173,034
Sr. Unsec. Gtd. Notes, 3.25%, 02/21/23(b)		1,950,000		1,755,342
Telefonica Emisiones S.A. Unipersonal (Spain), Sr. Unsec. Gtd. Global Notes, 5.46%, 02/16/21		415,000		423,775
Windstream Georgia Communications Corp., Sr. Unsec. Notes, 6.50%, 11/15/13		265,000		266,595
				3,843,199
Internet Software & Services–0.07%
Bankrate Inc., Sr. Unsec. Gtd. Notes, 6.13%, 08/15/18(b)		35,000		34,913
CyrusOne L.P./CyrusOne Finance Corp., Sr. Unsec. Gtd. Global Notes, 6.38%, 11/15/22		125,000		126,562
Equinix Inc., Sr. Unsec. Notes, 5.38%, 04/01/23		145,000		138,837
7.00%, 07/15/21		100,000		107,500
				407,812
Investment Banking & Brokerage–2.10%
Charles Schwab Corp. (The), Series A, Jr. Unsec. Sub. Notes, 7.00%(c)		2,400,000		2,604,000

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

16                         Invesco Core Plus Bond Fund

	Principal Amount		Value
Investment Banking & Brokerage–(continued)
Goldman Sachs Group, Inc. (The), Sr. Unsec. Global Notes, 5.25%, 07/27/21	$	1,110,000	$	1,185,932
Macquarie Group Ltd. (Australia), Sr. Unsec. Notes, 6.00%, 01/14/20(b)		505,000		530,877
Morgan Stanley, Sr. Unsec. Medium-Term Global Notes, 4.00%, 07/24/15		450,000		470,583
6.00%, 05/13/14		955,000		987,009
Sr. Unsec. Notes, 3.45%, 11/02/15		2,010,000		2,085,031
5.75%, 01/25/21		985,000		1,086,245
Unsec. Sub. Medium-Term Notes, 4.10%, 05/22/23		3,040,000		2,791,359
Raymond James Financial, Inc., Sr. Unsec. Notes, 4.25%, 04/15/16		170,000		179,055
				11,920,091
Leisure Facilities–0.02%
Cedar Fair L.P./Canada’s Wonderland Co./Magnum Management Corp., Sr. Unsec. Gtd. Notes, 5.25%, 03/15/21(b)		75,000		71,625
Speedway Motorsports Inc., Sr. Unsec. Gtd. Global Notes, 6.75%, 02/01/19		50,000		53,125
				124,750
Life & Health Insurance–1.31%
Forethought Financial Group, Inc., Sr. Unsec. Notes, 8.63%, 04/15/21(b)		50,000		56,380
MetLife Inc., Sr. Unsec. Global Notes, 4.13%, 08/13/42		2,200,000		1,949,180
Nationwide Financial Services, Inc., Sr. Unsec. Notes, 5.38%, 03/25/21(b)		735,000		786,803
Pacific LifeCorp., Sr. Unsec. Notes, 6.00%, 02/10/20(b)		425,000		472,681
Prudential Financial, Inc., Jr. Unsec. Sub. Global Notes, 8.88%, 06/15/38		1,640,000		1,980,300
Sr. Unsec. Medium-Term Notes, 7.38%, 06/15/19		130,000		159,885
Series D, Sr. Unsec. Disc. Medium-Term Notes, 4.75%, 09/17/15		550,000		591,816
Series D, Sr. Unsec. Medium-Term Notes, 3.88%, 01/14/15		1,405,000		1,462,950
				7,459,995
Lodging & Casinos–0.01%
Caesars Entertainment Operating Co. Inc., 9.00%, 02/15/20		50,000		48,250
Managed Health Care–0.32%
Cigna Corp., Sr. Unsec. Global Notes, 5.38%, 02/15/42		725,000		764,522
Sr. Unsec. Notes, 4.50%, 03/15/21		180,000		191,044

	Principal Amount		Value
Managed Health Care–(continued)
Humana Inc., Sr. Unsec. Global Notes, 4.63%, 12/01/42	$	950,000	$	845,730
				1,801,296
Marine–0.00%
Navios Maritime Acquisition Corp./Navios Acquisition Finance U.S. Inc., Sr. Sec. Gtd. Global Notes, 8.63%, 11/01/17		22,000		22,935
Movies & Entertainment–1.33%
Cinemark USA Inc., Sr. Unsec. Gtd. Global Notes, 5.13%, 12/15/22		94,000		88,360
DreamWorks Animation SKG, Inc., Sr. Unsec. Gtd. Notes, 6.88%, 08/15/20(b)		80,000		82,800
Live Nation Entertainment Inc., Sr. Unsec. Gtd. Notes, 7.00%, 09/01/20(b)		180,000		188,100
Outerwall Inc., Sr. Unsec. Gtd. Notes, 6.00%, 03/15/19(b)		125,000		125,313
Time Warner, Inc., Sr. Unsec. Gtd. Notes, 5.88%, 11/15/16		285,000		322,784
Viacom Inc., Sr. Unsec. Global Notes, 4.25%, 09/01/23		2,940,000		2,903,769
5.85%, 09/01/43		3,800,000		3,852,114
				7,563,240
Multi-Line Insurance–1.07%
American Financial Group, Inc., Sr. Unsec. Notes, 9.88%, 06/15/19		10,000		12,866
Fairfax Financial Holdings Ltd. (Canada), Sr. Unsec. Notes, 5.80%, 05/15/21(b)		3,000		3,064
Genworth Holdings Inc., Sr. Unsec. Gtd. Global Notes, 4.90%, 08/15/23		1,428,000		1,410,971
Hartford Financial Services Group Inc. (The), Jr. Unsec. Sub. Deb., 8.13%, 06/15/38		73,000		83,220
Liberty Mutual Group Inc., Jr. Unsec. Gtd. Sub. Bonds, 7.80%, 03/15/37(b)		100,000		113,500
Sr. Unsec. Gtd. Notes, 4.25%, 06/15/23(b)		1,920,000		1,853,030
Trinity Acquisition PLC (United Kingdom), Sr. Unsec. Gtd. Global Notes, 6.13%, 08/15/43		2,634,000		2,574,723
				6,051,374
Multi-Sector Holdings–0.25%
Burlington Northern Santa Fe, LLC, Sr. Unsec. Notes, 3.85%, 09/01/23		1,430,000		1,419,031
Office REIT’s–0.12%
Digital Realty Trust L.P., Sr. Unsec. Gtd. Global Notes, 4.50%, 07/15/15		675,000		709,405
Office Services & Supplies–0.00%
Interface Inc., Sr. Unsec. Gtd. Global Notes, 7.63%, 12/01/18		5,000		5,369

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

17                         Invesco Core Plus Bond Fund

	Principal Amount		Value
Oil & Gas Drilling–0.21%
Atwood Oceanics Inc., Sr. Unsec. Notes, 6.50%, 02/01/20	$	46,000	$	49,393
Parker Drilling Co., Sr. Unsec. Gtd. Notes, 7.50%, 08/01/20(b)		58,000		57,565
Precision Drilling Corp. (Canada), Sr. Unsec. Gtd. Global Notes, 6.50%, 12/15/21		95,000		99,987
Transocean Inc., Sr. Unsec. Gtd. Global Notes, 4.95%, 11/15/15		930,000		998,467
				1,205,412
Oil & Gas Equipment & Services–0.15%
Bristow Group, Inc., Sr. Unsec. Gtd. Notes, 6.25%, 10/15/22		35,000		36,487
Calfrac Holdings L.P. (Canada), Sr. Unsec. Gtd. Notes, 7.50%, 12/01/20(b)		200,000		202,500
Exterran Partners L.P./EXLP Finance Corp., Sr. Unsec. Gtd. Notes, 6.00%, 04/01/21(b)		30,000		29,063
Gulfmark Offshore Inc., Sr. Unsec. Global Notes, 6.38%, 03/15/22		152,000		154,660
Key Energy Services, Inc., Sr. Unsec. Gtd. Notes, 6.75%, 03/01/21		18,000		17,865
TMK OAO Via TMK Capital S.A. (Russia), Sr. Unsec. Notes, 6.75%, 04/03/20(b)		400,000		384,235
				824,810
Oil & Gas Exploration & Production–1.97%
Access Midstream Partners L.P./ACMP Finance Corp., Sr. Unsec. Gtd. Global Notes, 6.13%, 07/15/22		5,000		5,163
Anadarko Petroleum Corp., Sr. Unsec. Notes, 7.63%, 03/15/14		50,000		51,816
Apache Corp., Sr. Unsec. Global Notes, 4.75%, 04/15/43		1,325,000		1,269,484
Berry Petroleum Co., Sr. Unsec. Notes, 6.38%, 09/15/22		25,000		25,000
6.75%, 11/01/20		80,000		82,400
Bonanza Creek Energy Inc., Sr. Unsec. Gtd. Global Notes, 6.75%, 04/15/21		118,000		120,655
Chaparral Energy Inc., Sr. Unsec. Gtd. Global Notes, 7.63%, 11/15/22		105,000		106,575
8.25%, 09/01/21		75,000		78,938
Chesapeake Energy Corp., Sr. Unsec. Gtd. Global Notes, 6.88%, 11/15/20		25,000		27,188
Sr. Unsec. Gtd. Notes, 6.13%, 02/15/21		40,000		41,800
6.63%, 08/15/20		96,000		103,320
Cimarex Energy Co., Sr. Unsec. Gtd. Notes, 5.88%, 05/01/22		155,000		158,100
Dolphin Energy Ltd. (United Arab Emirates), Sr. Sec. Bonds, 5.50%, 12/15/21(b)		600,000		642,477
Endeavor Energy Resources, L.P./EER Finance, Inc., Sr. Unsec. Notes, 7.00%, 08/15/21(b)		121,000		119,790

	Principal Amount		Value
Oil & Gas Exploration & Production–(continued)
EV Energy Partners L.P./EV Energy Finance Corp., Sr. Unsec. Gtd. Global Notes, 8.00%, 04/15/19	$	92,000	$	92,460
EXCO Resources Inc., Sr. Unsec. Gtd. Notes, 7.50%, 09/15/18		81,000		79,785
GeoPark Latin America Ltd. Agencia en Chile (Chile), Sr. Sec. Gtd. Notes, 7.50%, 02/11/20(b)		350,000		349,363
Halcon Resources Corp., Sr. Unsec. Gtd. Global Notes, 8.88%, 05/15/21		225,000		226,125
Kodiak Oil & Gas Corp., Sr. Unsec. Gtd. Notes, 5.50%, 02/01/22(b)		23,000		22,885
Laredo Petroleum Inc., Sr. Unsec. Gtd. Global Notes, 7.38%, 05/01/22		7,000		7,455
Legacy Reserves L.P./Legacy Reserves Finance Corp., Sr. Unsec. Gtd. Notes, 6.63%, 12/01/21(b)		33,000		31,680
MEG Energy Corp. (Canada), Sr. Unsec. Gtd. Notes, 6.38%, 01/30/23(b)		49,000		49,123
6.50%, 03/15/21(b)		75,000		76,875
Memorial Production Partners L.P./Memorial Production Finance Corp., Sr. Unsec. Gtd. Global Notes, 7.63%, 05/01/21		94,000		91,180
Pemex Project Funding Master Trust (Mexico), Sr. Unsec. Gtd. Global Bonds, 6.63%, 06/15/35		340,000		349,079
Pertamina Persero PT (Indonesia), REGS, Sr. Unsec. Euro Notes, 4.88%, 05/03/22(b)		450,000		392,625
Sr. Unsec. Notes, 4.30%, 05/20/23(b)		200,000		163,686
4.88%, 05/03/22(b)		200,000		175,115
5.63%, 05/20/43(b)		200,000		143,481
6.00%, 05/03/42(b)		200,000		154,525
Petrobras International Finance Co. (Brazil), Sr. Unsec. Gtd. Global Notes, 3.50%, 02/06/17		1,495,000		1,493,652
5.38%, 01/27/21		210,000		205,992
5.75%, 01/20/20		645,000		657,498
6.88%, 01/20/40		625,000		592,413
Petrohawk Energy Corp., Sr. Unsec. Gtd. Global Notes, 7.88%, 06/01/15		1,930,000		1,963,872
Petroleos Mexicanos (Mexico), Sr. Unsec. Gtd. Global Bonds, 5.50%, 06/27/44		200,000		173,125
Sr. Unsec. Gtd. Global Notes, 5.50%, 01/21/21		20,000		21,138
6.50%, 06/02/41		100,000		100,373
QEP Resources Inc., Sr. Unsec. Global Notes, 5.25%, 05/01/23		25,000		23,625
Sr. Unsec. Notes, 5.38%, 10/01/22		48,000		46,320
Range Resources Corp., Sr. Unsec. Gtd. Sub. Notes, 5.00%, 08/15/22		25,000		24,531
5.75%, 06/01/21		160,000		169,600

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

18                         Invesco Core Plus Bond Fund

	Principal Amount		Value
Oil & Gas Exploration & Production–(continued)
SandRidge Energy Inc., Sr. Unsec. Gtd. Global Notes, 7.50%, 03/15/21	$	132,000	$	132,000
SM Energy Co., Sr. Unsec. Global Notes, 6.50%, 11/15/21		125,000		132,500
6.63%, 02/15/19		110,000		115,225
WPX Energy Inc., Sr. Unsec. Global Notes, 6.00%, 01/15/22		105,000		105,525
				11,195,537
Oil & Gas Refining & Marketing–0.18%
Crosstex Energy L.P./Crosstex Energy Finance Corp., Sr. Unsec. Gtd. Global Notes, 7.13%, 06/01/22		45,000		46,463
CVR Refining LLC/Coffeyville Finance Inc., Sec. Gtd. Notes, 6.50%, 11/01/22(b)		153,000		148,027
United Refining Co., Sr. Sec. Gtd. Global Notes, 10.50%, 02/28/18		55,000		61,187
Valero Energy Corp., Sr. Unsec. Gtd. Global Notes, 6.63%, 06/15/37		680,000		740,392
				996,069
Oil & Gas Storage & Transportation–2.60%
Access Midstream Partners L.P./ACMP Finance Corp., Sr. Unsec. Gtd. Global Notes, 5.88%, 04/15/21		88,000		90,640
Atlas Pipeline Partners L.P./Atlas Pipeline Finance Corp., Sr. Unsec. Gtd. Notes, 5.88%, 08/01/23(b)		75,000		70,687
6.63%, 10/01/20(b)		75,000		75,750
Eagle Rock Energy Partners L.P./Eagle Rock Energy Finance Corp., Sr. Unsec. Gtd. Global Notes, 8.38%, 06/01/19		66,000		66,495
El Paso Pipeline Partners Operating Co. LLC, Sr. Unsec. Gtd. Notes, 4.70%, 11/01/42		820,000		724,862
Energy Transfer Equity L.P., Sr. Sec. Gtd. Notes, 7.50%, 10/15/20		82,000		89,585
Enterprise Products Operating LLC, Sr. Unsec. Gtd. Notes, 6.45%, 09/01/40		1,005,000		1,167,820
Series N, Sr. Unsec. Gtd. Notes, 6.50%, 01/31/19		420,000		494,613
Inergy Midstream L.P./NRGM Finance Corp., Sr. Unsec. Gtd. Notes, 6.00%, 12/15/20(b)		83,000		82,792
Kinder Morgan Energy Partners, L.P., Sr. Unsec. Notes, 4.15%, 02/01/24		1,368,000		1,350,513
5.00%, 03/01/43		8,735,000		8,169,852
MarkWest Energy Partners L.P./MarkWest Energy Finance Corp., Sr. Unsec. Gtd. Notes, 5.50%, 02/15/23		200,000		197,500
6.50%, 08/15/21		84,000		89,775
Penn Virginia Resource Partners L.P./Penn Virginia Resource Finance Corp. II, Sr. Unsec. Gtd. Notes, 6.50%, 05/15/21(b)		54,000		51,030

	Principal Amount		Value
Oil & Gas Storage & Transportation–(continued)
Targa Resources Partners L.P./Targa Resources Partners Finance Corp., Sr. Unsec. Gtd. Global Notes, 6.38%, 08/01/22	$	11,000	$	11,440
6.88%, 02/01/21		205,000		218,325
Teekay Corp. (Canada), Sr. Unsec. Global Notes, 8.50%, 01/15/20		35,000		37,975
Tesoro Logistics L.P./Tesoro Logistics Finance Corp., Sr. Unsec. Gtd. Notes, 5.88%, 10/01/20(b)		95,000		95,237
6.13%, 10/15/21(b)		28,000		28,070
Texas Eastern Transmission L.P., Sr. Unsec. Notes, 7.00%, 07/15/32		255,000		306,512
Williams Partners L.P., Sr. Unsec. Global Notes, 3.80%, 02/15/15		1,305,000		1,358,131
				14,777,604
Other Diversified Financial Services–3.45%
Bank of America Corp., Sr. Unsec. Global Notes, 3.70%, 09/01/15		700,000		731,191
4.10%, 07/24/23		3,805,000		3,733,136
4.50%, 04/01/15		40,000		41,979
6.50%, 08/01/16		10,000		11,279
Citigroup Inc., Sr. Unsec. Global Notes, 6.01%, 01/15/15		2,145,000		2,287,184
Sr. Unsec. Notes, 4.75%, 05/19/15		25,000		26,528
Series A, Jr. Unsec. Sub. Global Notes, 5.95%(c)		1,640,000		1,570,300
General Electric Capital Corp., Sr. Unsec. Global Notes, 5.90%, 05/13/14		25,000		25,955
Class C, Jr. Unsec. Sub. Global Notes, 5.25%(c)		2,500,000		2,316,250
ING US Inc., Jr. Unsec. Gtd. Sub. Global Notes, 5.65%, 05/15/53		3,335,000		3,068,200
JPMorgan Chase & Co., Sr. Unsec. Global Notes, 5.60%, 07/15/41		825,000		894,053
6.30%, 04/23/19		190,000		220,407
Series Q, Jr. Unsec. Sub. Global Notes, 5.15%(c)		1,940,000		1,731,450
Series R, Jr. Unsec. Sub. Global Notes, 6.00%(c)		2,980,000		2,845,900
Oxford Finance LLC/Oxford Finance Co-Issuer Inc., Sr. Unsec. Notes, 7.25%, 01/15/18(b)		75,000		77,250
				19,581,062
Packaged Foods & Meats–0.32%
Grupo Bimbo S.A.B. de C.V. (Mexico), Sr. Unsec. Gtd. Notes, 4.50%, 01/25/22(b)		250,000		250,462
4.88%, 06/30/20(b)		1,065,000		1,107,291

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

19                         Invesco Core Plus Bond Fund

	Principal Amount		Value
Packaged Foods & Meats–(continued)
Mondelez International Inc., Sr. Unsec. Global Notes, 7.00%, 08/11/37	$	70,000	$	85,886
Post Holdings Inc., Sr. Unsec. Gtd. Global Notes, 7.38%, 02/15/22		145,000		153,700
Simmons Foods Inc., Sr. Sec. Notes, 10.50%, 11/01/17(b)		80,000		85,800
Sun Merger Sub, Inc., Sr. Unsec. Notes, 5.25%, 08/01/18(b)		24,000		24,120
5.88%, 08/01/21(b)		24,000		24,000
Wells Enterprises Inc., Sr. Sec. Notes, 6.75%, 02/01/20(b)		65,000		67,275
				1,798,534
Paper Packaging–0.14%
Cascades Inc. (Canada), Sr. Unsec. Gtd. Global Notes, 7.88%, 01/15/20		40,000		42,500
Rock-Tenn Co., Sr. Unsec. Gtd. Global Notes, 4.00%, 03/01/23		800,000		769,177
				811,677
Paper Products–0.10%
International Paper Co., Sr. Unsec. Global Notes, 4.75%, 02/15/22		265,000		278,084
Neenah Paper Inc., Sr. Unsec. Gtd. Notes, 5.25%, 05/15/21(b)		19,000		18,145
PH Glatfelter Co., Sr. Unsec. Gtd. Global Notes, 5.38%, 10/15/20		115,000		115,288
Unifrax I LLC/Unifrax Holding Co., Sr. Unsec. Gtd. Notes, 7.50%, 02/15/19(b)		170,000		171,062
				582,579
Personal Products–0.56%
Avon Products Inc., Sr. Unsec. Global Notes, 5.00%, 03/15/23		2,005,000		1,998,449
Estee Lauder Cos. Inc. (The), Sr. Unsec. Global Notes, 3.70%, 08/15/42		1,340,000		1,159,063
First Quality Finance Co. Inc., Sr. Unsec. Notes, 4.63%, 05/15/21(b)		12,000		11,130
Revlon Consumer Products Corp., Sr. Unsec. Gtd. Notes, 5.75%, 02/15/21(b)		15,000		14,438
				3,183,080
Pharmaceuticals–1.41%
AbbVie Inc., Sr. Unsec. Global Notes, 4.40%, 11/06/42		7,266,000		6,765,466
Actavis Inc., Sr. Unsec. Global Notes, 1.88%, 10/01/17		1,000,000		984,358
Valeant Pharmaceuticals International, Sr. Unsec. Gtd. Notes, 6.38%, 10/15/20(b)		150,000		153,000
VPII Escrow Corp., Sr. Unsec. Notes, 6.75%, 08/15/18(b)		50,000		53,000
7.50%, 07/15/21(b)		50,000		53,875
				8,009,699

	Principal Amount		Value
Property & Casualty Insurance–0.62%
Allstate Corp., Unsec. Sub. Global Notes, 5.75%, 08/15/53	$	3,520,000	$	3,484,800
CNA Financial Corp., Sr. Unsec. Global Bonds, 5.88%, 08/15/20		20,000		22,670
				3,507,470
Railroads–0.23%
CSX Corp., Sr. Unsec. Global Notes, 6.15%, 05/01/37		130,000		148,368
Sr. Unsec. Notes, 5.50%, 04/15/41		900,000		959,483
Georgian Railway JSC (Georgia), Sr. Unsec. Notes, 7.75%, 07/11/22(b)		200,000		216,720
				1,324,571
Real Estate Development–0.03%
Country Garden Holdings Co. Ltd. (China), Sr. Unsec. Gtd. Notes, 7.50%, 01/10/23(b)		200,000		184,075
Real Estate Services–0.01%
CB Richard Ellis Services Inc., Sr. Unsec. Gtd. Global Notes, 6.63%, 10/15/20		28,000		29,820
Regional Banks–0.66%
Banco Internacional del Peru SAA (Peru), Sr. Unsec. Bonds, 5.75%, 10/07/20(b)		400,000		399,773
Fifth Third Bancorp, Sr. Unsec. Notes, 3.50%, 03/15/22		1,550,000		1,516,235
First Niagara Financial Group Inc., Unsec. Sub. Notes, 7.25%, 12/15/21		650,000		746,113
Nationwide Building Society (United Kingdom), Sr. Unsec. Notes, 6.25%, 02/25/20(b)		465,000		519,827
Regions Financial Corp., Unsec. Sub. Notes, 7.38%, 12/10/37		215,000		230,969
Synovus Financial Corp., Sr. Unsec. Global Notes, 7.88%, 02/15/19		60,000		69,450
Unsec. Sub. Global Notes, 5.13%, 06/15/17		185,000		189,163
Zions Bancorp., Series I, Jr. Unsec. Sub. Notes, 5.80%(c)		120,000		105,900
				3,777,430
Research & Consulting Services–0.02%
FTI Consulting Inc., Sr. Unsec. Gtd. Global Notes, 6.75%, 10/01/20		102,000		108,375
Residential REIT’s–0.36%
Essex Portfolio L.P., Sr. Unsec. Gtd. Global Notes, 3.63%, 08/15/22		2,135,000		2,020,760
Retail REIT’s–0.52%
Realty Income Corp., Sr. Unsec. Notes, 2.00%, 01/31/18		2,115,000		2,051,247

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

20                         Invesco Core Plus Bond Fund

	Principal Amount		Value
Retail REIT’s–(continued)
Simon Property Group L.P., Sr. Unsec. Notes, 4.75%, 03/15/42	$	610,000	$	583,105
WEA Finance LLC (Australia), Sr. Unsec. Gtd. Notes, 7.13%, 04/15/18(b)		250,000		297,421
				2,931,773
Semiconductor Equipment–0.05%
Amkor Technology Inc., Sr. Unsec. Global Notes, 6.63%, 06/01/21		180,000		177,975
Sr. Unsec. Gtd. Global Notes, 7.38%, 05/01/18		112,000		118,160
				296,135
Semiconductors–0.08%
Freescale Semiconductor Inc., Sr. Unsec. Gtd. Global Notes, 8.05%, 02/01/20		170,000		177,225
10.75%, 08/01/20		60,000		66,300
NXP BV/NXP Funding LLC (Netherlands), Sr. Unsec. Gtd. Notes, 5.75%, 02/15/21(b)		200,000		201,000
				444,525
Soft Drinks–0.36%
Dr. Pepper Snapple Group Inc., Sr. Unsec. Gtd. Global Notes, 2.00%, 01/15/20		750,000		697,597
Fomento Economico Mexicano S.A.B. de C.V. (Mexico), Sr. Unsec. Global Notes, 2.88%, 05/10/23		200,000		180,501
4.38%, 05/10/43		1,345,000		1,150,783
				2,028,881
Sovereign Debt–4.23%
Argentina Boden Bonds (Argentina), Sr. Unsec. Bonds, 7.00%, 10/03/15		400,000		359,489
Bolivian Government International Bond (Bolivia), Sr. Unsec. Notes, 4.88%, 10/29/22(b)		600,000		546,000
Chile Government International Bond (Chile), Sr. Unsec. Global Notes, 2.25%, 10/30/22		200,000		174,880
3.25%, 09/14/21		1,390,000		1,346,910
Colombia Government International Bond (Colombia), Sr. Unsec. Global Bonds, 4.38%, 07/12/21		320,000		327,200
6.13%, 01/18/41		520,000		549,250
Costa Rica Government International Bond (Costa Rica), Sr. Unsec. Notes, 4.25%, 01/26/23(b)		400,000		364,000
4.38%, 04/30/25(b)		200,000		178,000
Croatia Government International Bond (Croatia), Sr. Unsec. Notes, 5.50%, 04/04/23(b)		200,000		192,000
Dominican Republic International Bond (Dominican Repubic), Sr. Unsec. Bonds, 7.50%, 05/06/21(b)		100,000		107,500
Sr. Unsec. Notes, 9.04%, 01/23/18(b)		403,308		442,631

	Principal Amount		Value
Sovereign Debt–(continued)
Guatemala Government Bond (Guatemala), Sr. Unsec. Bonds, 8.13%, 10/06/19(b)(f)	$	520,000	$	653,900
REGS, Sr. Unsec. Euro Bonds, 8.13%, 10/06/19(b)(f)		90,000		113,175
Hungary Government International Bond (Hungary), Sr. Unsec. Global Notes, 4.13%, 02/19/18		300,000		290,817
4.75%, 02/03/15		60,000		61,725
5.38%, 02/21/23		400,000		377,366
Indonesia Government International Bond (Indonesia), Sr. Unsec. Bonds, 6.63%, 02/17/37(b)		300,000		281,250
Sr. Unsec. Notes, 3.38%, 04/15/23(b)		300,000		241,500
3.75%, 04/25/22(b)		300,000		254,250
Ivory Coast Government International Bond (Ivory Coast), REGS, Sr. Unsec. Euro Bonds, 7.10%, 12/31/32(b)(d)		330,000		282,150
Lithuania Government International Bond (Lithuania), Sr. Unsec. Notes, 6.13%, 03/09/21(b)		200,000		223,000
Mexico Government International Bond (Mexico), Sr. Unsec. Global Notes, 3.63%, 03/15/22		2,150,000		2,092,549
Sr. Unsec. Medium-Term Global Notes, 4.75%, 03/08/44		310,000		271,715
Series A, Sr. Unsec. Medium-Term Global Notes, 6.05%, 01/11/40		300,000		317,250
Namibia International Bonds (Namibia), Sr. Unsec. Notes, 5.50%, 11/03/21(b)		200,000		203,000
Nigeria Government International Bond (Nigeria), Sr. Unsec. Bonds, 5.13%, 07/12/18(b)		200,000		202,000
6.38%, 07/12/23(b)		200,000		202,250
Panama Government International Bond (Panama), Sr. Unsec. Global Bonds, 5.20%, 01/30/20		1,250,000		1,356,250
Perusahaan Penerbit SBSN (Indonesia), Sr. Unsec. Notes, 4.00%, 11/21/18(b)		200,000		188,000
Peruvian Government International Bond (Peru), Sr. Unsec. Global Bonds, 8.75%, 11/21/33		436,000		606,040
Philippine Government International Bond (Philippines), Sr. Unsec. Global Bonds, 5.00%, 01/13/37		300,000		312,180
Poland Government International Bond (Poland), Sr. Unsec. Global Notes, 5.00%, 03/23/22		60,000		62,910
5.13%, 04/21/21		220,000		233,475
Provincia de Buenos Aires (Argentina), Sr.Unsec. Notes, 11.75%, 10/05/15(b)		300,000		265,500
Qatar Government International Bond (Qatar), Sr. Unsec. Notes, 6.40%, 01/20/40(b)		1,100,000		1,226,500

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

21                         Invesco Core Plus Bond Fund

	Principal Amount		Value
Sovereign Debt–(continued)
Republic of Angola Via Northern Lights III BV (Angola), REGS, Sr. Unsec. Euro Notes, 7.00%, 08/16/19(b)	$	450,000	$	478,687
Republic of Paraguay (Paraguay), Sr. Unsec. Bonds, 4.63%, 01/25/23(b)		400,000		368,000
Republic of Serbia (Serbia), Sr. Unsec. Bonds, 4.88%, 02/25/20(b)		200,000		182,040
Romanian Government International Bond (Romania), Sr. Unsec. Notes, 4.38%, 08/22/23(b)		230,000		216,057
6.75%, 02/07/22(b)		110,000		122,535
Russian Foreign Bond (Russia), Sr. Unsec. Euro Notes, 3.63%, 04/29/15(b)		1,700,000		1,772,250
5.00%, 04/29/20(b)		600,000		633,600
South Africa Government International Bond (South Africa), Sr. Unsec. Global Notes, 5.88%, 05/30/22		100,000		104,063
Sri Lanka Government International Bond (Sri Lanka), Sr. Unsec. Notes, 6.25%, 10/04/20(b)		150,000		143,625
REGS, Unsec. Euro Notes, 7.40%, 01/22/15(b)		150,000		157,125
Turkey Government International Bond (Turkey), Sr. Unsec. Global Bonds, 5.63%, 03/30/21		150,000		151,163
Sr. Unsec. Global Notes, 6.75%, 05/30/40		100,000		98,750
8.00%, 02/14/34		325,000		368,144
Unsec. Global Notes, 4.88%, 04/16/43		200,000		156,550
5.13%, 03/25/22		200,000		192,550
6.00%, 01/14/41		200,000		179,500
Ukraine Government International Bond (Ukraine), Sr. Unsec. Bonds, 7.50%, 04/17/23(b)		750,000		644,062
Sr. Unsec. Notes, 6.75%, 11/14/17(b)		150,000		134,063
Uruguay Government International Bond (Uruguay), Unsec. Global Notes, 8.00%, 11/18/22		763,519		942,946
Venezuela Government International Bond (Venezuela), Sr. Unsec. Global Bonds., 9.25%, 09/15/27		195,000		158,632
REGS, Sr. Unsec. Euro Bonds, 11.75%, 10/21/26(b)		700,000		637,000
REGS, Sr. Unsec. Euro Notes, 12.75%, 08/23/22(b)		700,000		696,500
Vietnam Government International Bond (Vietnam), Sr. Unsec. Bonds, 6.75%, 01/29/20(b)		100,000		105,316
Vnesheconombank Via VEB Finance PLC (Russia), Sr. Unsec. Notes, 6.03%, 07/05/22(b)		200,000		202,400

	Principal Amount		Value
Sovereign Debt–(continued)
Wakala Global Sukuk Bhd (Malaysia), Sr. Unsec. Bonds, 2.99%, 07/06/16(b)	$	250,000	$	259,884
				24,012,054
Specialized Finance–2.20%
Air Lease Corp., Sr. Unsec. Global Notes, 5.63%, 04/01/17		115,000		123,510
Sr. Unsec. Gtd. Global Notes, 4.75%, 03/01/20		77,000		76,808
Aircastle Ltd., Sr. Unsec. Global Notes, 6.25%, 12/01/19		10,000		10,475
6.75%, 04/15/17		110,000		116,875
7.63%, 04/15/20		195,000		216,937
CIT Group Inc., Sr. Unsec. Global Notes, 5.00%, 08/15/22		125,000		118,437
5.25%, 03/15/18		90,000		93,150
Sr. Unsec. Notes, 5.50%, 02/15/19(b)		205,000		211,150
International Lease Finance Corp., Sr. Sec. Gtd. Notes, 6.50%, 09/01/14(b)		1,915,000		1,997,584
Sr. Unsec. Global Notes, 4.63%, 04/15/21		65,000		59,963
4.88%, 04/01/15		1,050,000		1,080,844
5.75%, 05/15/16		400,000		420,500
5.88%, 04/01/19		20,000		20,338
5.88%, 08/15/22		155,000		151,222
8.75%, 03/15/17		85,000		96,177
Sr. Unsec. Notes, 8.25%, 12/15/20		155,000		173,212
Moody’s Corp., Sr. Unsec. Global Notes, 4.88%, 02/15/24		4,595,000		4,543,608
National Rural Utilities Cooperative Finance Corp., Sr. Sec. Collateral Trust Global Bonds, 10.38%, 11/01/18		2,130,000		2,920,463
Waha Aerospace B.V. (United Arab Emirates), Sr. Unsec. Gtd. Bonds, 3.93%, 07/28/20(b)		70,000		73,444
				12,504,697
Specialized REIT’s–1.63%
American Tower Corp., Sr. Unsec. Global Notes, 3.50%, 01/31/23		1,250,000		1,123,297
4.63%, 04/01/15		430,000		450,009
Sr. Unsec. Notes, 4.50%, 01/15/18		100,000		105,544
EPR Properties, Sr. Unsec. Gtd. Global Notes, 7.75%, 07/15/20		3,880,000		4,374,522
Geo Group Inc. (The), Sr. Unsec. Gtd. Notes, 5.13%, 04/01/23(b)		50,000		46,250
MPT Operating Partnership L.P./MPT Finance Corp., Sr. Unsec. Gtd. Global Notes, 6.88%, 05/01/21		65,000		69,225

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

22                         Invesco Core Plus Bond Fund

	Principal Amount		Value
Specialized REIT’s–(continued)
RHP Hotel Properties L.P./RHP Finance Corp., Sr. Unsec. Gtd. Notes, 5.00%, 04/15/21(b)	$	115,000	$	107,525
Senior Housing Properties Trust, Sr. Unsec. Notes, 4.30%, 01/15/16		1,495,000		1,549,194
Ventas Realty L.P./Ventas Capital Corp., Sr. Unsec. Gtd. Notes, 2.00%, 02/15/18		1,500,000		1,454,499
				9,280,065
Specialty Chemicals–0.07%
Chemtura Corp., Sr. Unsec. Gtd. Notes, 5.75%, 07/15/21		51,000		50,745
Ferro Corp., Sr. Unsec. Notes, 7.88%, 08/15/18		63,000		67,252
Magnetation LLC/ Mag Finance Corp., Sr. Sec. Gtd. Notes, 11.00%, 05/15/18(b)		45,000		43,200
PolyOne Corp., Sr. Unsec. Notes, 5.25%, 03/15/23(b)		220,000		212,300
PQ Corp., Sr. Sec. Notes, 8.75%, 05/01/18(b)		35,000		37,013
				410,510
Steel–0.86%
ArcelorMittal (Luxembourg), Sr. Unsec. Global Notes, 4.25%, 08/05/15		30,000		30,933
5.00%, 02/25/17		400,000		412,717
6.13%, 06/01/18		845,000		873,358
6.75%, 02/25/22		20,000		20,437
7.25%, 03/01/41		1,280,000		1,160,475
Commercial Metals Co., Sr. Unsec. Notes, 4.88%, 05/15/23		20,000		18,000
OJSC Novolipetsk Steel via Steel Funding Ltd. (Russia), Unsec. Bonds, 4.45%, 02/19/18(b)		500,000		484,520
Samarco Mineracao S.A. (Brazil), Sr. Unsec. Notes, 4.13%, 11/01/22(b)		300,000		254,903
Steel Dynamics Inc., Sr. Unsec. Gtd. Global Notes, 6.13%, 08/15/19		60,000		62,850
SunCoke Energy Partners L.P./SunCoke Energy Partners Finance Corp., Sr. Unsec. Gtd. Notes, 7.38%, 02/01/20(b)		138,000		143,865
United States Steel Corp., Sr. Unsec. Global Notes, 7.50%, 03/15/22		160,000		160,800
Sr. Unsec. Notes, 7.00%, 02/01/18		50,000		52,875
Vale Overseas Ltd. (Brazil), Sr. Unsec. Gtd. Global Notes, 4.63%, 09/15/20		730,000		728,327
Vale S.A. (Brazil), Sr. Unsec. Global Notes, 5.63%, 09/11/42		600,000		502,660
				4,906,720

	Principal Amount		Value
Technology Distributors–0.01%
Anixter Inc., Sr. Unsec. Gtd. Global Notes, 5.63%, 05/01/19	$	50,000	$	51,875
Tires & Rubber–0.04%
Cooper Tire & Rubber Co., Sr. Unsec. Notes, 8.00%, 12/15/19		45,000		47,025
Gajah Tunggal Tbk PT (Indonesia), Sr. Sec. Gtd. Notes, 7.75%, 02/06/18(b)		200,000		194,111
				241,136
Tobacco–0.34%
Altria Group, Inc., Sr. Unsec. Gtd. Global Notes, 4.75%, 05/05/21		1,845,000		1,952,560
Trading Companies & Distributors–0.02%
United Rentals North America Inc., Sr. Sec. Gtd. Global Notes, 5.75%, 07/15/18		5,000		5,363
Sr. Unsec. Global Notes, 8.25%, 02/01/21		65,000		71,987
Sr. Unsec. Gtd. Notes, 6.13%, 06/15/23		25,000		24,563
				101,913
Trucking–0.23%
Avis Budget Car Rental LLC/Avis Budget Finance Inc., Sr. Unsec. Gtd. Global Notes, 8.25%, 01/15/19		120,000		131,250
9.75%, 03/15/20		15,000		17,269
Hertz Corp. (The), Sr. Unsec. Gtd. Global Notes, 5.88%, 10/15/20		100,000		102,750
6.75%, 04/15/19		120,000		128,550
7.38%, 01/15/21		25,000		27,094
Ryder System, Inc., Sr. Unsec. Medium-Term Notes, 3.15%, 03/02/15		860,000		886,205
				1,293,118
Wireless Telecommunication Services–1.32%
America Movil S.A.B. de C.V. (Mexico), Sr. Unsec. Global Notes, 4.38%, 07/16/42		200,000		157,417
Sr. Unsec. Gtd. Global Notes, 6.13%, 03/30/40		1,115,000		1,156,585
Bharti Airtel International Netherlands B.V. (India), Sr. Unsec. Gtd. Notes, 5.13%, 03/11/23(b)		400,000		334,000
Cricket Communications, Inc., Sr. Unsec. Gtd. Global Notes, 7.75%, 10/15/20		317,000		361,776
Crown Castle Towers LLC, Sr. Sec. Gtd. Notes, 3.21%, 08/15/15(b)		25,000		25,745
4.88%, 08/15/20(b)		1,835,000		1,910,690
Digicel Ltd. (Jamaica), Sr. Unsec. Notes, 6.00%, 04/15/21(b)		200,000		198,500

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

23                         Invesco Core Plus Bond Fund

	Principal Amount		Value
Wireless Telecommunication Services–(continued)
MetroPCS Wireless Inc., Sr. Unsec. Gtd. Notes, 6.25%, 04/01/21(b)	$	75,000	$	75,187
6.63%, 11/15/20		255,000		266,475
6.63%, 04/01/23(b)		75,000		74,812
7.88%, 09/01/18		20,000		21,750
Rogers Communications Inc. (Canada), Sr. Unsec. Gtd. Global Notes, 4.50%, 03/15/43		695,000		606,584
SBA Communications Corp., Sr. Unsec. Global Notes, 5.63%, 10/01/19		55,000		54,313
Sprint Capital Corp., Sr. Unsec. Gtd. Global Notes, 6.88%, 11/15/28		320,000		290,400
6.90%, 05/01/19		107,000		110,745
Sprint Communications Inc., Sr. Unsec. Global Notes, 6.00%, 11/15/22		95,000		89,062
7.00%, 08/15/20		74,000		76,775
11.50%, 11/15/21		15,000		19,725
Sr. Unsec. Gtd. Notes, 7.00%, 03/01/20(b)		105,000		113,400
9.00%, 11/15/18(b)		40,000		47,000
VimpelCom Holdings B.V. (Russia), Sr. Unsec. Gtd. Notes, 5.20%, 02/13/19(b)		300,000		292,129
5.95%, 02/13/23(b)		300,000		268,568
7.50%, 03/01/22(b)		600,000		609,000
Wind Acquisition Finance S.A. (Italy), Sec. Gtd. Notes, 11.75%, 07/15/17(b)		300,000		315,000
				7,475,638
Total U.S. Dollar Denominated Bonds and Notes (Cost $335,615,310)				332,184,488
U.S. Government Sponsored Mortgage-Backed Securities–25.17%
Collateralized Mortgage Obligations–0.28%
Fannie Mae REMICs, 0.95%, 06/25/37(g)		991,579		1,008,149
Fannie Mae REMICs, IO, 7.00%, 05/25/33		28,337		6,807
Fannie Mae REMICS, IO, 6.00%, 07/25/33		29,054		5,994
Federal Deposit Insurance Co., Series 2010-S1, Class 1A, Gtd. Notes, 0.73%, 02/25/48 (Acquired 03/05/10; Cost $580,935)(b)(g)		580,935		581,813
Freddie Mac REMICS, 5.00%, 11/15/17		12,293		12,351
				1,615,114

	Principal Amount		Value
Federal Home Loan Mortgage Corp. (FHLMC)–12.03%
Federal Home Loan Mortgage Corp.,
Pass Through Ctfs.,
6.00%, 08/01/14 to 02/01/34	$	700,748	$	767,507
5.50%, 05/01/16 to 07/01/40		8,626,377		9,438,831
6.50%, 05/01/16 to 09/01/36		1,569,931		1,761,607
7.00%, 06/01/16 to 10/01/34		2,758,985		3,114,563
7.50%, 04/01/17 to 05/01/35		1,183,435		1,403,583
3.50%, 08/01/26		2,432,503		2,550,191
8.50%, 08/01/31		106,928		129,858
8.00%, 08/01/32		90,606		108,648
5.00%, 07/01/34 to 06/01/40		9,062,711		9,829,493
4.50%, 06/01/41		5,813,839		6,134,864
Pass Through Ctfs., TBA,
3.50%, 09/01/43(h)		17,500,000		17,447,363
4.00%, 09/01/43(h)		10,100,000		10,415,625
Pass Through Ctfs., ARM,
2.85%, 12/01/36(g)		251,426		267,339
3.00%, 02/01/37(g)		79,578		84,914
2.63%, 05/01/37(g)		502,926		533,293
2.37%, 06/01/43(g)		4,446,433		4,336,414
				68,324,093
Federal National Mortgage Association (FNMA)–11.97%
Federal National Mortgage Association,
Pass Through Ctfs.,
7.50%, 11/01/15 to 08/01/37		1,520,780		1,764,024
7.00%, 12/01/15 to 02/01/34		1,404,049		1,589,573
6.50%, 05/01/16 to 01/01/37		480,104		531,777
6.00%, 05/01/17 to 10/01/39		255,140		278,467
5.00%, 03/01/18 to 12/01/39		2,888,840		3,127,819
5.50%, 11/01/18 to 06/01/40		4,246,131		4,637,722
8.00%, 08/01/21 to 04/01/33		207,982		246,604
9.50%, 04/01/30		48,245		57,263
8.50%, 10/01/32		166,695		205,030
Pass Through Ctfs., ARM,
2.34%, 05/01/35(g)		778,789		825,578
2.53%, 01/01/37(g)		374,575		397,193
2.61%, 03/01/38(g)		198,205		209,630
Pass Through Ctfs., TBA,
3.00%, 09/01/28 to 10/01/43(h)		14,200,000		13,819,886
3.50%, 09/01/43(h)		4,100,000		4,100,000
4.50%, 09/01/43(h)		21,600,000		22,822,595
4.00%, 10/01/43(h)		12,960,000		13,352,851
				67,966,012

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

24                         Invesco Core Plus Bond Fund

	Principal Amount		Value
Government National Mortgage Association (GNMA)–0.89%
Government National Mortgage Association, Pass Through Ctfs.,
7.50%, 06/15/23 to 05/15/32	$	52,455	$	58,533
9.00%, 09/15/24 to 10/15/24		23,127		23,369
8.50%, 02/15/25		7,521		7,652
8.00%, 08/15/25 to 09/15/26		89,546		100,400
6.56%, 01/15/27		168,587		192,684
7.00%, 04/15/28 to 09/15/32		463,129		535,495
6.00%, 11/15/28 to 02/15/33		155,394		173,056
6.50%, 01/15/29 to 09/15/34		343,256		383,708
5.50%, 06/15/35		255,761		279,599
5.00%, 07/15/35 to 08/15/35		76,008		82,210
Pass Through Ctfs., ARM,
2.00%, 01/20/25 to 05/20/25(g)		92,599		96,323
3.00%, 06/20/25(g)		11,032		11,433
Pass Through Ctfs., TBA,
4.00%, 09/01/43(h)		3,000,000		3,123,750
				5,068,212
Total U.S. Government Sponsored Mortgage-Backed Securities (Cost $141,759,365)				142,973,431
Asset-Backed Securities–19.22%
AmeriCredit Automobile Receivables Trust, Series 2011-2, Class D, Pass Through Ctfs., 4.00%, 05/08/17		3,135,000		3,255,470
Banc of America Mortgage Securities Inc., Series 2005-12, Class A2, Floating Rate Pass Through Ctfs., 1.08%, 01/25/36(g)		666,559		585,128
Bear Stearns Adjustable Rate Mortgage Trust, Series 2003-6, Class 1A3, Floating Rate Pass Through Ctfs., 2.31%, 08/25/33(g)		763,361		751,655
Bear Stearns Commercial Mortgage Securities, Series 2005-T18, Class A4, Variable Rate Pass Through Ctfs., 4.93%, 02/13/42(g)		43,431		45,365
Series 2006-PW11, Class AAB, Variable Rate Pass Through Ctfs., 5.61%, 03/11/39(g)		17,258		17,506
CGBAM Commercial Mortgage Trust, Series 2013-BREH, Class B, Floating Rate Pass Through Ctfs., 1.99%, 05/15/30(b)(g)		2,570,000		2,576,235
Citigroup Mortgage Loan Trust, Inc., Series 2004-UST1, Class A4, Floating Rate Pass Through Ctfs., 2.30%, 08/25/34(g)		2,359,224		2,358,899
COMM Mortgage Trust, Series 2013-CCRE9, Class C, Variable Rate Pass Through Ctfs., 4.40%, 07/10/45(b)(g)		3,990,000		3,631,074
Series 2013-THL, Class A2, Floating Rate Pass Through Ctfs., 1.24%, 06/08/30(b)(g)		2,875,000		2,872,082
Countrywide Asset-Backed Ctfs., Series 2003-1, Class 3A, Floating Rate Pass Through Ctfs., 0.86%, 06/25/33(g)		178,442		170,526

	Principal Amount		Value
Countrywide Home Loans Mortgage Pass Through Trust, Series 2007-13, Class A10, Pass Through Ctfs., 6.00%, 08/25/37	$	1,236,960	$	1,109,653
Credit Suisse Mortgage Trust, Series 2009-2R, Class 1A11, Floating Rate Pass Through Ctfs., 2.63%, 09/26/34(b)(g)		696,960		700,880
Series 2010-6R, Class 1A1, Pass Through Ctfs., 5.50%, 02/27/37 (Acquired 03/01/10; Cost $292,406)(b)		283,890		297,641
First Horizon Alternative Mortgage Securities, Series 2005-FA8, Class 2A1, Pass Through Ctfs., 5.00%, 11/25/20		435,733		446,668
Series 2006-FA5, Class A3, Pass Through Ctfs., 6.25%, 08/25/36		515,733		434,640
Fontainebleau Miami Beach Trust, Series 2012, Class B, Pass Through Ctfs., 3.88%, 05/05/27(b)		3,000,000		3,080,921
GS Mortgage Securities Corp. II, Series 2005-GG4, Class A4A, Pass Through Ctfs., 4.75%, 07/10/39		2,760,000		2,882,167
GS Mortgage Securities Corp. Trust, Series 2012-ALOH, Class B, Pass Through Ctfs., 4.05%, 04/10/34(b)		1,500,000		1,490,782
GS Mortgage Securities Trust, Series 2013-GC14, Class B, Floating Rate Pass Through Ctfs., 4.94%, 08/10/46(b)(g)		4,000,000		4,060,260
Harborview Mortgage Loan Trust, Series 2005-9, Class 2A1C, Floating Rate Pass Through Ctfs., 0.63%, 06/20/35(g)		49,351		42,613
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2012-LC9, Class B, Variable Rate Pass Through Ctfs., 3.81%, 12/15/47(b)(g)		5,000,000		4,720,205
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2006-LDP9, Class A3, Pass Through Ctfs., 5.34%, 05/15/47		900,000		987,823
Series 2013-C13, Class C, Variable Rate Pass Through Ctfs., 4.19%, 01/15/46(g)		5,631,000		5,072,864
JPMBB Commercial Mortgage Securities Trust, Series 2013-C12, Class A, Variable Rate Pass Through Ctfs., 4.22%, 07/15/45(g)		546,292		492,292
LB-UBS Commercial Mortgage Trust, Series 2005-C1, Class A4, Pass Through Ctfs., 4.74%, 02/15/30		780,000		809,872
Series 2006-C1, Class A4, Pass Through Ctfs., 5.16%, 02/15/31		845,000		908,225
Series 2006-C7, Class A3, Pass Through Ctfs., 5.35%, 11/15/38		300,000		330,290
Lehman Mortgage Trust, Series 2006-1, Class 3A5, Pass Through Ctfs., 5.50%, 02/25/36		793,551		781,315

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

25                         Invesco Core Plus Bond Fund

	Principal Amount		Value
MBNA Credit Card Master Note Trust, Series 2004-B1, Pass Through Ctfs., 4.45%, 08/15/16	$	4,200,000	$	4,284,481
Morgan Stanley Capital I Trust, Series 2005-HQ5, Class A3, Pass Through Ctfs., 5.01%, 01/14/42		1,987		1,995
Series 2005-HQ7, Class A4, Variable Rate Pass Through Ctfs., 5.38%, 11/14/42(g)		35,000		37,293
Series 2005-HQ7, Class AJ, Variable Rate Pass Through Ctfs., 5.38%, 11/14/42(g)		2,615,000		2,728,499
Series 2005-T19, Class A4A, Pass Through Ctfs., 4.89%, 06/12/47		2,638,000		2,785,554
Provident Bank Home Equity Loan Trust, Series 2000-2, Class A1, Floating Rate Pass Through Ctfs., 0.72%, 08/25/31(g)		359,860		247,248
RBSCF Trust, Series 2010-RR3, Class MS4A, Variable Rate Pass Through Ctfs., 4.97%, 04/16/40(b)(g)		2,947,893		3,010,816
Santander Drive Auto Receivables Trust, Series 2011-1, Class D, Pass Through Ctfs., 4.01%, 02/15/17		1,545,000		1,587,631
Series 2012-6, Class A2, Pass Through Ctfs., 0.47%, 09/15/15		1,654,572		1,654,121
Sequoia Mortgage Trust, Series 2013-3, Class A1, Variable Rate Pass Through Ctfs., 2.00%, 03/25/43(g)		3,092,520		2,715,498
Series 2013-4, Class A3, Variable Rate Pass Through Ctfs., 1.55%, 04/25/43(g)		2,879,969		2,783,763
Series 2013-6, Class A2, Variable Rate Pass Through Ctfs., 3.00%, 05/25/43(g)		3,841,897		3,681,947
Series 2013-7, Class A2, Variable Rate Pass Through Ctfs., 3.00%, 06/25/43(g)		2,499,851		2,345,242
Shellpoint Asset Funding Trust, Series 2013-1, Class A3, Floating Rate Pass Through Ctfs., 3.75%, 07/25/43(b)(g)		4,787,044		4,609,866
Sierra Timeshare Receivables Funding LLC, Series 2013-2, Class 2A, Pass Through Ctfs., 2.28%, 11/20/25(b)		2,438,422		2,433,376
Specialty Underwriting & Residential Finance Trust, Series 2004-BC2, Class A2, Floating Rate Pass Through Ctfs., 0.72%, 05/25/35(g)		41,645		38,069
Structured Adjustable Rate Mortgage Loan Trust, Series 2007-3, Class 4A2, Floating Rate Pass Through Ctfs., 5.04%, 04/25/47(g)		1,064,316		699,778
Structured Asset Investment Loan Trust, Series 2003-BC12, Class 3A, Floating Rate Pass Through Ctfs., 0.92%, 11/25/33(g)		27,024		25,895
Suntrust Alternative Loan Trust, Series 2005-1F, Class 2A8, Pass Through Ctfs., 6.00%, 12/25/35		810,858		736,011

	Principal Amount		Value
Wachovia Bank Commercial Mortgage Trust, Series 2005-C18, Class A4, Pass Through Ctfs., 4.94%, 04/15/42	$	3,670,000	$	3,855,952
Series 2005-C21, Class A4, Variable Rate Pass Through Ctfs., 5.41%, 10/15/44(g)		1,312,600		1,400,824
Series 2005-C21, Class AJ, Variable Rate Pass Through Ctfs., 5.41%, 10/15/44(g)		1,515,000		1,596,306
Series 2005-C21, Class AM, Variable Rate Pass Through Ctfs., 5.41%, 10/15/44(g)		1,680,000		1,785,911
Series 2005-C22, Class A4, Variable Rate Pass Through Ctfs., 5.47%, 12/15/44(g)		2,000,000		2,141,362
WaMu Mortgage Pass Through Ctfs., Series 2003-AR8, Class A, Floating Rate Pass Through Ctfs., 2.45%, 08/25/33(g)		1,688,370		1,691,264
Series 2005-AR10, Class 1A3, Floating Rate Pass Through Ctfs., 2.44%, 09/25/35(g)		525,000		473,196
Wells Fargo Mortgage Backed Securities Trust, Series 2004-K, Class 1A2, Floating Rate Pass Through Ctfs., 2.62%, 07/25/34(g)		1,463,091		1,448,139
Series 2004-Z, Class 2A1, Floating Rate Pass Through Ctfs., 2.62%, 12/25/34(g)		1,872,329		1,873,456
WFRBS Commercial Mortgage Trust, Series 2011-C5, Class B, Variable Rate Pass Through Ctfs., 5.82%, 11/15/44(b)(g)		5,000,000		5,469,183
Series 2013-C12, Class A2, Pass Throught Ctfs., 2.07%, 03/15/48		2,415,000		2,387,257
Series 2013-C15, Class B, Variable Rate Pass Through Ctfs., 4.64%, 08/15/46(g)		3,800,000		3,737,425
Total Asset-Backed Securities (Cost $107,046,046)				109,180,409
U.S. Treasury Securities–7.26%
U.S. Treasury Bills–0.32%
0.08%, 05/01/14(i)(j)		1,050,000		1,049,509
0.09%, 05/01/14(i)(j)		275,000		274,872
0.10%, 05/01/14(i)(j)		100,000		99,953
0.11%, 05/01/14(i)(j)		400,000		399,813
				1,824,147
U.S. Treasury Notes–5.00%
1.38%, 06/30/18		3,875,000		3,839,118
1.38%, 07/31/18		13,260,000		13,118,590
2.50%, 08/15/23		11,689,000		11,410,224
				28,367,932

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

26                         Invesco Core Plus Bond Fund

	Principal Amount		Value
U.S. Treasury Bonds–1.94%
2.88%, 05/15/43		$13,033,000		$  11,027,706
Total U.S. Treasury Securities (Cost $40,956,846)				41,219,785
	Shares
Preferred Stocks–1.75%
Consumer Finance–0.00%
Ally Financial, Inc., Series G, 7.00% Pfd.(b)		4		3,743
Diversified Banks–0.93%
CoBank ACB, Series F, 6.25% Pfd.(b)		20,000		2,044,376
Royal Bank of Scotland Group PLC (The) (United Kingdom), Series T, 7.25% Jr. Sub. Pfd.		3,910		89,695
Wells Fargo & Co., 5.85% Pfd.		130,000		3,140,800
				5,274,871
Investment Banking & Brokerage–0.54%
Goldman Sachs Group, Inc. (The), Series J, 5.50% Pfd.		135,000		3,057,750
Multi-Line Insurance–0.02%
Hartford Financial Services Group Inc. (The), 7.88% Jr. Sub. Pfd.		4,070		113,268
Office REIT’s–0.00%
DuPont Fabros Technology, Inc., Series B, 7.63% Pfd.		200		4,854
Regional Banks–0.13%
PNC Financial Services Group, Inc. (The), Series P, 6.13% Pfd.		27,000		688,770
Zions Bancorp., Series H, 5.75% Pfd.		2,000		43,860
				732,630
Reinsurance–0.13%
Reinsurance Group of America, Inc., 6.20% Sr. Unsec. Sub. Pfd.		30,000		721,800
Tires & Rubber–0.00%
Goodyear Tire & Rubber Co. (The), $2.94 Conv. Pfd.		165		9,686
Total Preferred Stocks (Cost $10,292,054)				9,918,602
	Principal Amount
Non-U.S. Dollar Denominated Bonds & Notes–0.44%(k)
Broadcasting–0.03%
Central European Media Enterprises Ltd. (Czech Republic), REGS, Jr. Sec. Gtd. Euro Notes, 11.63%, 09/15/16(b)	EUR	100,000		140,090
Casinos & Gaming–0.02%
Codere Finance Luxembourg S.A. (Spain), REGS, Sr. Sec. Gtd. Euro Notes, 8.25%, 06/15/15(b)	EUR	50,000		33,409

	Principal Amount		Value
Casinos & Gaming–(continued)
Great Canadian Gaming Corp. (Canada), Sr. Unsec. Gtd. Notes, 6.63%, 07/25/22(b)	CAD	75,000	$	72,807
				106,216
Diversified Banks–0.03%
Export-Import Bank of Korea (South Korea), Sr. Unsec. Notes, 4.00%, 11/26/15(b)	PHP	3,300,000		75,829
Itau Unibanco Holding S.A. (Brazil), Sr. Unsec. Notes, 10.50%, 11/23/15(b)	BRL	150,000		60,973
				136,802
Electric Utilities–0.04%
RusHydro JSC via RusHydro Finance Ltd. (Russia), Sr. Unsec. Medium-Term Euro Loan Participation Notes, 7.88%, 10/28/15	RUB	8,000,000		238,260
Food Distributors–0.03%
Bakkavor Finance 2 PLC (United Kingdom), REGS, Sr. Sec. Gtd. Euro Notes, 8.25%, 02/15/18(b)	GBP	100,000		162,331
Independent Power Producers & Energy Traders–0.03%
Infinis PLC (United Kingdom), Sr. Sec. Notes, 7.00%, 02/15/19(b)	GBP	100,000		161,169
Investment Banking & Brokerage–0.02%
Morgan Stanley (United States), Sr. Unsec. Notes, 10.09%, 05/03/17(b)	BRL	340,000		134,287
Leisure Facilities–0.02%
Cirsa Funding Luxembourg S.A. (Spain), REGS, Sr. Unsec. Gtd. Euro Notes, 8.75%, 05/15/18(b)	EUR	100,000		134,803
Other Diversified Financial Services–0.06%
Cabot Financial Luxembourg S.A. (United Kingdom), REGS, Sr. Sec. Gtd. Euro Notes, 10.38%, 10/01/19(b)	GBP	100,000		175,116
Lowell Group Financing PLC (United Kingdom), REGS, Sr. Sec. Gtd. Euro Notes, 10.75%, 04/01/19(b)	GBP	100,000		175,116
				350,232
Sovereign Debt–0.14%
Mexican Bonos (Mexico), Series M, Bonds, 7.75%, 05/29/31	MXN	4,500,000		357,317
Series M20, Bonds, 10.00%, 12/05/24	MXN	1,300,000		125,621
Peruvian Government International Bond (Peru), Sr. Unsec. Notes, 8.60%, 08/12/17(b)	PEN	210,000		84,635
Republic of Costa Rica (Costa Rica), Unsec. Bonds, 11.50%, 12/21/22(b)	CRC	90,000,000		216,094
				783,667

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

27                         Invesco Core Plus Bond Fund

	Principal Amount		Value
Wireless Telecommunication Services–0.02%
Mobile Challenger Intermediate Group S.A. (Switzerland), Sr. Sec. PIK Notes, 8.75%, 03/15/19(b)	EUR	100,000	$	131,830
Total Non-U.S. Dollar Denominated Bonds & Notes (Cost $2,692,709)				2,479,687
Municipal Obligations–0.43%
Florida Hurricane Catastrophe Fund Finance Corp. Series 2013 A, RB, 3.00%, 07/01/20	$	1,450,000		1,340,902
Georgia (State of) Municipal Electric Authority (Plant Vogtle Units 3 & 4 Project J);
Series 2010, Build America RB, 6.66%, 04/01/57		550,000		571,879
Series 2010 A, Taxable Build America RB, 6.64%, 04/01/57		500,000		522,915
Total Municipal Obligations (Cost $2,500,000)				2,435,696

	Shares		Value
Common Stocks–0.00%
Paper Products–0.00%
NewPage Holdings Inc. (Acquired 07/21/11-08/29/11; Cost $34,248)(b)(l)		160	$	12,800
Money Market Funds–0.76%
Liquid Assets Portfolio– Institutional Class(m)		2,155,565		2,155,565
Premier Portfolio– Institutional Class(m)		2,155,566		2,155,566
Total Money Market Funds (Cost $4,311,131)				4,311,131
TOTAL INVESTMENTS–113.52% (Cost $645,207,709)				644,716,029
OTHER ASSETS LESS LIABILITIES–(13.52)%				(76,783,819	)
NET ASSETS–100.00%			$	567,932,210

Investment Abbreviations:

ARM	— Adjustable Rate Mortgage
BRL	— Brazilian Real
CAD	— Canadian Dollar
Conv.	— Convertible
CRC	— Costa Rican Colon
Ctfs.	— Certificates
Deb.	— Debentures
Disc.	— Discounted
EUR	— Euro
FHLMC	— Federal Home Loan Mortgage Corp.
FNMA	— Federal National Mortgage Association
GBP	— British Pound
GNMA	— Government National Mortgage Association
Gtd.	— Guaranteed
Jr.	— Junior

MXN	— Mexican Peso
PEN	— Peru Nuevo Sol
Pfd.	— Preferred
PHP	— Philippine Peso
PIK	— Payment in Kind
RB	— Revenue Bonds
REGS	— Regulation S
REIT	— Real Estate Investment Trust
REMICS	— Real Estate Mortgage Investment Conduits
RUB	— Russian Rouble
Sec.	— Secured
Sr.	— Senior
Sub.	— Subordinated
TBA	— To Be Announced
Unsec.	— Unsecured

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 “1933 Act”). The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at August 31, 2013 was $135,686,539, which represented 23.89% of the Fund’s Net Assets.

^(c)  Perpetual bond with no specified maturity date.

^(d)  Step coupon bond. The interest rate represents the coupon rate at which the bond will accrue at a specified future date.

^(e)  Defaulted security. Currently, the issuer is partially or fully in default with respect to interest payments. The value of this security at August 31, 2013 represented less than 1% of the Fund’s Net Assets.

^(f)  Security has an irrevocable call by the issuer or mandatory put by the holder. Maturity date reflects such call or put.

^(g)  Interest or dividend rate is redetermined periodically. Rate shown is the rate in effect on August 31, 2013.

^(h)  Security purchased on a forward commitment basis. This security is subject to dollar roll transactions. See Note 1I.

⁽ⁱ⁾  All or a portion of the value was pledged as collateral to cover margin requirements for open futures contracts. See Note 1L and Note 4.

^(j)  Security traded on a discount basis. The interest rate shown represents the discount rate at the time of purchase by the Fund.

^(k)  Foreign denominated security. Principal amount is denominated in currency indicated.

^(l)  Non-income producing security acquired as part of the NewPage Corp. bankruptcy reorganization.

^(m)  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.

28                         Invesco Core Plus Bond Fund

Statement of Assets and Liabilities

August 31, 2013

Assets:
Investments, at value (Cost $640,896,578)	$	640,404,898
Investments in affiliated money market funds, at value and cost		4,311,131
Total investments, at value (Cost $645,207,709)		644,716,029
Cash		2,178,467
Foreign currencies, at value (Cost $2,560,591)		2,559,682
Receivable for:
Investments sold		56,426,124
Fund shares sold		879,941
Dividends and interest		5,344,990
Fund expenses absorbed		102,928
Principal paydowns		26,140
Premiums paid on swap agreements		328,984
Investment for trustee deferred compensation and retirement plans		46,457
Other assets		40,137
Total assets		712,649,879
Liabilities:
Payable for:
Investments purchased		142,393,307
Fund shares reacquired		1,216,703
Dividends		134,982
Foreign currency contracts outstanding		5,260
Swap agreements		10,639
Variation margin		13,750
Accrued fees to affiliates		286,719
Accrued trustees’ and officers’ fees and benefits		4,052
Accrued other operating expenses		180,290
Trustee deferred compensation and retirement plans		105,553
Unrealized depreciation on swap agreements		366,414
Total liabilities		144,717,669
Net assets applicable to shares outstanding	$	567,932,210
Net assets consist of:
Shares of beneficial interest	$	654,294,820
Undistributed net investment income		943,304
Undistributed net realized gain (loss)		(85,841,332	)
Net unrealized appreciation (depreciation)		(1,464,582	)
	$	567,932,210

Net Assets:
Class A	$	324,536,681
Class B	$	15,875,602
Class C	$	35,770,282
Class R	$	2,820,488
Class Y	$	1,456,099
Class R5	$	1,960,199
Class R6	$	185,512,859
Shares outstanding, $0.01 par value per share, with an unlimited number of shares authorized:
Class A		31,170,457
Class B		1,525,130
Class C		3,436,863
Class R		270,971
Class Y		139,763
Class R5		188,395
Class R6		17,829,093
Class A:
Net asset value per share	$	10.41
Maximum offering price per share
(Net asset value of $10.41 ¸ 95.75%)	$	10.87
Class B:
Net asset value and offering price per share	$	10.41
Class C:
Net asset value and offering price per share	$	10.41
Class R:
Net asset value and offering price per share	$	10.41
Class Y:
Net asset value and offering price per share	$	10.42
Class R5:
Net asset value and offering price per share	$	10.40
Class R6:
Net asset value and offering price per share	$	10.41

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

29                         Invesco Core Plus Bond Fund

Statement of Operations

For the year ended August 31, 2013

Investment income:
Interest (net of foreign withholding taxes of $ 765)	$	20,390,162
Dividends		285,955
Dividends from affiliated money market funds		77,875
Total investment income		20,753,992
Expenses:
Advisory fees		2,584,084
Administrative services fees		162,765
Custodian fees		39,447
Distribution fees:
Class A		825,243
Class B		204,154
Class C		404,158
Class R		16,623
Transfer agent fees — A, B, C, R and Y		779,091
Transfer agent fees — R5		2,230
Transfer agent fees — R6		427
Trustees’ and officers’ fees and benefits		41,358
Other		303,620
Total expenses		5,363,200
Less: Fees waived, expenses reimbursed and expense offset arrangement(s)		(1,132,431	)
Net expenses		4,230,769
Net investment income		16,523,223
Realized and unrealized gain (loss) from:
Net realized gain (loss) from:
Investment securities		3,902,294
Foreign currencies		(16,607	)
Foreign currency contracts		(25,999	)
Futures contracts		1,824,954
Swap agreements		(477,323	)
		5,207,319
Change in net unrealized appreciation (depreciation) of:
Investment securities		(33,388,070	)
Foreign currencies		(2,255	)
Foreign currency contracts		2,000
Futures contracts		(453,802	)
Swap agreements		(29,987	)
		(33,872,114	)
Net realized and unrealized gain (loss)		(28,664,795	)
Net increase (decrease) in net assets resulting from operations	$	(12,141,572	)

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

30                         Invesco Core Plus Bond Fund

Statement of Changes in Net Assets

For the years ended August 31, 2013 and 2012

	2013			2012
Operations:
Net investment income	$	16,523,223		$	16,609,289
Net realized gain		5,207,319			11,951,519
Change in net unrealized appreciation (depreciation)		(33,872,114	)		8,386,426
Net increase (decrease) in net assets resulting from operations		(12,141,572	)		36,947,234
Distributions to shareholders from net investment income:
Class A		(10,265,479	)		(10,466,088	)
Class B		(483,301	)		(808,278	)
Class C		(953,544	)		(1,160,409	)
Class R		(95,262	)		(104,533	)
Class Y		(141,229	)		(238,402	)
Class R5		(498,139	)		(7,232,345	)
Class R6		(5,578,061	)		—
Total distributions from net investment income		(18,015,015	)		(20,010,055	)
Distributions to shareholders from net realized gains:
Class A		—			(418,836	)
Class B		—			(43,158	)
Class C		—			(58,620	)
Class R		—			(4,312	)
Class Y		—			(9,454	)
Class R5		—			(289,097	)
Total distributions from net realized gains		—			(823,477	)
Share transactions–net:
Class A		46,603,321			61,184,360
Class B		(5,686,495	)		(2,679,847	)
Class C		(32,154	)		3,325,390
Class R		(335,712	)		918,843
Class Y		(4,179,243	)		341,572
Class R5		(167,831,897	)		(2,421,580	)
Class R6		195,283,747			—
Net increase in net assets resulting from share transactions		63,821,567			60,668,738
Net increase in net assets		33,664,980			76,782,440
Net assets:
Beginning of year		534,267,230			457,484,790
End of year (includes undistributed net investment income of $943,304 and $(605,532), respectively)	$	567,932,210		$	534,267,230

Notes to Financial Statements

August 31, 2013

NOTE 1—Significant Accounting Policies

Invesco Core Plus Bond Fund (the “Fund”) is a series portfolio of AIM Counselor Series Trust (Invesco 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 twelve 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 total return, comprised of current income and capital appreciation.

The Fund currently consists of seven different classes of shares: Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6. On September 24, 2012, Institutional Class shares were renamed Class R5 shares and the Fund began offering Class R6 shares. 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

31                         Invesco Core Plus Bond Fund

deferred sales charges (“CDSC”). Class C shares are sold with a CDSC. Class R, Class Y, Class R5 and Class R6 shares are sold at net asset value. Effective November 30, 2010, new or additional investments in Class B shares are no longer permitted. Existing shareholders of Class B shares may continue to reinvest dividends and capital gains distributions in Class B shares until they convert to Class A shares. 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 to Class A shares. 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. Redemption of Class B shares prior to the conversion date will be subject to a CDSC.

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 (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

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) prices 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 the Adviser determines 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’ prices 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 economic 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 became 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 net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net

32                         Invesco Core Plus Bond Fund

realized and unrealized 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 declared and paid annually and recorded on the 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 of 1986, as amended (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 Class R5 and Class R6 are allocated to each share class based on relative net assets. Sub-accounting fees attributable to Class R5 are charged to the operations of the 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 the 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. Dollar Rolls and Forward Commitment Transactions — The Fund may enter into dollar roll transactions to enhance the Fund’s performance. The Fund executes its dollar roll transactions in the to be announced (“TBA”) market whereby the Fund makes a forward commitment to purchase a security and, instead of accepting delivery, the position is offset by the sale of the security with a simultaneous agreement to repurchase at a future date.

The Fund accounts for dollar roll transactions as purchases and sales and realizes gains and losses on these transactions. These transactions increase the Fund’s portfolio turnover rate. The Fund will segregate liquid assets in an amount equal to its dollar roll commitments. Dollar roll transactions are considered borrowings under the 1940 Act.

Dollar roll 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. Dollar rolls transactions also involve the risk that the 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.

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.

33                         Invesco Core Plus Bond Fund

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 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.

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. 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. Such transactions are agreements between two parties (“Counterparties”). These agreements may contain among other conditions, events of default and termination events, and various covenants and representations such as provisions that require the Fund to maintain a pre-determined level of net assets, and/or provide limits regarding the decline of the Fund’s NAV over specific periods of time. If the Fund were to trigger such provisions and have open derivative positions at that time, the Counterparty may be able to terminate such agreement and request immediate payment in an amount equal to the net liability positions, if any.

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 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. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Fund may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Fund may obtain only limited recovery or may obtain no recovery in such circumstances. 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 contract. The risk may be mitigated by having a master netting arrangement between the Fund and the counterparty and by the designation of collateral by the counterparty to cover the Fund’s exposure to the counterparty.

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

34                         Invesco Core Plus Bond Fund

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. 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. It is possible that developments in the swaps market, including potential government regulation, could adversely affect the Fund’s ability to terminate existing swap agreements or to realize amounts to be received under such agreements.

N. 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.

O. Leverage Risk — Leverage exists when a Fund can lose more than it originally invests because it purchases or sells an instrument or enters into a transaction without investing an amount equal to the full economic exposure of the instrument or transaction.

P. Collateral — To the extent the Fund has designated 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 Daily 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 Canada 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(s) 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, 2013, 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 and/or expense reimbursement (excluding certain items discussed below) of Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6 shares to 0.75%, 1.50%, 1.50%, 1.00%, 0.50%, 0.50% and 0.50%, 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 and/or reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; 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, 2013.

Further, the Adviser has contractually agreed, through at least June 30, 2014, 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, 2013, the Adviser waived advisory fees of $350,683 and reimbursed Class specific expenses of $644,364, $39,852, $78,893, $6,490, $8,071, $2,230 and $427 for Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6 shares, 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. For the year ended August 31, 2013, 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, 2013, 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, Class R5 and Class R6 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”)

35                         Invesco Core Plus Bond Fund

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, 2013, 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, 2013, IDI advised the Fund that IDI retained $187,648 in front-end sales commissions from the sale of Class A shares and $3,695, $22,904 and $4,909 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 the Adviser, 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, 2013. 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	$	12,181,614		$	2,060,919		$	—	$	14,242,533
U.S. Treasury Securities		—			41,219,785			—		41,219,785
U.S. Government Sponsored Agency Securities		—			142,973,431			—		142,973,431
Corporate Debt Securities		—			308,172,434			0		308,172,434
Asset-Backed Securities		—			109,180,409			—		109,180,409
Municipal Obligations		—			2,435,696			—		2,435,696
Foreign Securities Debt		—			2,479,687			—		2,479,687
Foreign Sovereign Debt		—			24,012,054			—		24,012,054
	$	12,181,614		$	632,534,415		$	0	$	644,716,029
Foreign Currency Contracts*		—			(5,260	)		—		(5,260	)
Futures*		(599,399	)		—			—		(599,399	)
Swap Agreements*		—			(366,414	)		—		(366,414	)
Total Investments	$	11,582,215		$	632,162,741		$	0	$	643,744,956

* Unrealized appreciation (depreciation).

NOTE 4—Derivative Investments

Value of Derivative Investments at Period-End

The table below summarizes the value of the Fund’s derivative investments, detailed by primary risk exposure, held as of August 31, 2013:

	Value
Risk Exposure/Derivative Type	Assets		Liabilities
Credit risk
Swap agreements(a)	$	—	$	(366,414	)
Currency risk
Foreign currency contracts(a)		1,606		(6,866	)
Interest rate risk
Futures contracts(a)		—		(599,399	)
Total	$	1,606	$	(972,679	)

^(a)  Values are disclosed on the Statement of Assets and Liabilities under Unrealized depreciation on swap agreements.

^(b)  Values are disclosed on the Statement of Assets and Liabilities under Foreign currency contracts outstanding.

^(c) Includes cumulative appreciation (depreciation) of futures contracts. Only current day’s variation margin payable is reported within the Statement of Assets and Liabilities.

36                         Invesco Core Plus Bond Fund

Effect of Derivative Investments for the year ended August 31, 2013

The table below summarizes the gains (losses) on derivative investments, detailed by primary risk exposure, recognized in earnings during the period:

	Location of Gain (Loss) on Statement of Operations
	Futures*			Foreign Currency Contracts*			Swap Agreements*
Realized Gain (Loss)
Credit risk	$	—		$	—		$	(477,323	)
Currency risk		—			(25,999	)		—
Interest rate risk		1,824,954			—			—
Change in Unrealized Appreciation (Depreciation)
Credit risk	$	—		$	—		$	(29,987	)
Currency risk		—			2,000			—
Interest rate risk		(453,802	)		—			—
Total	$	1,371,152		$	(23,999	)	$	(507,310	)

* The average notional value of futures contracts, foreign currency contracts and swap agreements outstanding during the period was $24,704,707, $933,781 and $6,875,000, respectively.

Open Foreign Currency Contracts
Settlement Date	Counterparty	Contract to						Notional Value		Unrealized Appreciation (Depreciation)
		Deliver			Receive
12/09/13	Morgan Stanley & Co., Inc.		EUR	365,000		USD	484,191	$	482,585	$	1,606
12/09/13	RBC Capital Markets Corp.		GBP	416,000		USD	637,312		644,178		(6,866	)
										$	(5,260	)

Currency Abbreviations:

EUR	– Euro
GBP	– British Pound Sterling
USD	– U.S. Dollar

Open Futures Contracts
Short Contracts	Number of Contracts		Expiration Month		Notional Value			Unrealized Appreciation (Depreciation)
U.S. Ultra Bond		119		December-2013	$	(16,883,125	)	$	(193,836	)
U.S. 10 Year Treasury Notes		845		December-2013		(105,017,656	)		(405,563	)
Total								$	(599,399	)

Open Credit Default Swap Agreements
Counterparty	Reference Entity	Buy/Sell Protection		(Pay)/Receive Fixed Rate			Expiration Date		Implied Credit Spread(a)			Notional Value		Upfront Payments		Unrealized Appreciation (Depreciation)
Bank of America Securities LLC	Citigroup Inc.		Buy		(1.00	)%		06/20/17		0.82	%	$	5,500,000	$	328,984	$	(366,414	)

^(a)  Implied credit spreads represent the current level as of August 31, 2013 at which protection could be bought or sold given the terms of the existing credit default swap contract and serve as an indicator of the current status of the payment/performance risk of the credit default swap contract. An implied credit 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 generally.

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, 2013, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $1,421.

37                         Invesco Core Plus Bond Fund

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 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 State Street Bank and Trust Company, the custodian bank. Such balances, if any at period end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. 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. A Fund may not purchase additional securities when any borrowings from banks exceeds 5% of the Fund’s total assets.

NOTE 8—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Years Ended August 31, 2013 and 2012:

	2013		2012
Ordinary income	$	18,015,015	$	20,605,590
Long-term capital gain		—		227,942
Total distributions	$	18,015,015	$	20,833,532

Tax Components of Net Assets at Period-End:

	2013
Undistributed ordinary income	$	1,742,403
Net unrealized appreciation (depreciation) — investments		(1,437,695	)
Net unrealized appreciation (depreciation) — other investments		(368,242	)
Temporary book/tax differences		(143,065	)
Post-October deferrals		(5,061,906	)
Capital loss carryforward		(81,094,105	)
Shares of beneficial interest		654,294,820
Total net assets	$	567,932,210

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, book to tax accretion and amortization differences and mortgage-backed dollar rolls.

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 Regulated Investment Company Modernization Act of 2010 eliminated the eight-year carryover period for capital losses that arise in taxable years beginning after its enactment date of December 22, 2010. Consequently, these capital losses can be carried forward for an unlimited period. However, capital losses with an expiration period may not be used to offset capital gains until all net capital losses without an expiration date have been utilized. Additionally, post-enactment capital loss carryovers will retain their character as either short-term or long-term capital losses instead of as short-term capital losses as under prior law. 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 $6,843,187 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, 2013, which expires as follows:

Capital Loss Carryforward*
Expiration	Short-Term		Long-Term		Total
August 31, 2016	$	81,094,105	$	—	$	81,094,105

* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code. To the extent that unrealized gains as of June 6, 2011, the date of reorganizations of Invesco Core Bond Fund and Invesco Van Kampen Core Plus Fixed Income Fund into the Fund, are realized on securities held in each fund at such date of reorganizations, the capital loss carryforward may be further limited for up to five years from the date of the reorganizations.

38                         Invesco Core Plus Bond Fund

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, 2013 was $1,505,868,252 and $1,356,754,778, respectively. During the same period, purchases and sales of U.S. Treasury obligations were $113,655,502 and $142,680,980, 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	$	15,058,950
Aggregate unrealized (depreciation) of investment securities		(16,496,645	)
Net unrealized appreciation (depreciation) of investment securities	$	(1,437,695	)

Cost of investments for tax purposes is $646,153,724.

NOTE 10—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of mortgage-backed dollar rolls, paydown gains and bond premium amortization, on August 31, 2013, undistributed net investment income was increased by $3,040,628, undistributed net realized gain (loss) was decreased by $3,160,360 and shares of beneficial interest was increased by $119,732. This reclassification had no effect on the net assets of the Fund.

NOTE 11—Share Information

	Summary of Share Activity
	Years ended August 31,
	2013(a)						2012
	Shares			Amount			Shares			Amount
Sold:
Class A		11,443,179		$	124,770,153			9,948,952		$	106,394,842
Class B		259,725			2,842,268			484,939			5,170,584
Class C		1,644,469			17,949,741			1,374,205			14,701,103
Class R		97,728			1,065,927			128,962			1,380,248
Class Y		342,319			3,760,180			65,961			707,807
Class R5		302,401			3,240,211			1,896,102			20,306,223
Class R6(b)		17,635,417			193,142,924			—			—
Issued as reinvestment of dividends:
Class A		816,836			8,849,484			894,234			9,577,150
Class B		37,163			403,488			66,220			707,879
Class C		74,719			809,654			98,725			1,056,143
Class R		8,695			94,324			10,094			108,082
Class Y		4,187			45,485			5,812			62,515
Class R5		8,502			92,331			703,096			7,518,852
Class R6		515,819			5,577,578			—			—
Automatic conversion of Class B shares to Class A shares:
Class A		311,678			3,391,634			368,284			3,989,575
Class B		(311,701	)		(3,391,634	)		(369,811	)		(3,989,575	)
Reacquired:
Class A		(8,373,749	)		(90,407,950	)		(5,503,380	)		(58,777,207	)
Class B		(512,456	)		(5,540,617	)		(431,301	)		(4,568,735	)
Class C		(1,749,709	)		(18,791,549	)		(1,164,354	)		(12,431,856	)
Class R		(138,164	)		(1,495,963	)		(53,449	)		(569,487	)
Class Y		(731,992	)		(7,984,908	)		(40,125	)		(428,750	)
Class R5		(15,607,029	)		(171,164,439	)		(2,841,591	)		(30,246,655	)
Class R6		(322,143	)		(3,436,755	)		—			—
Net increase in share activity		5,755,894		$	63,821,567			5,641,575		$	60,668,738

^(a)  There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 33% 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 Fund 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, 33% 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)  Commencement date of September 24, 2012.

39                         Invesco Core Plus Bond Fund

NOTE 12—Financial Highlights

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

	Net asset value, beginning of period		Net investment income(a)		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends from net investment income			Distributions from net realized gains			Total distributions			Net asset value, end of period		Total return(b)			Net assets, end of period (000’s omitted)		Ratio of expenses to average net assets with fee waivers and/or  expenses absorbed			Ratio of expenses to average net assets without fee waivers and/or expenses absorbed			Ratio of net investment income to average net assets			Portfolio turnover(c)
Class A
Year ended 08/31/13	$	10.95	$	0.31	$	(0.51	)	$	(0.20	)	$	(0.34	)	$	—		$	(0.34	)	$	10.41		(1.92	)%	$	324,537		0.73	%(d)		0.99	%(d)		2.86	%(d)		252	%
Year ended 08/31/12		10.60		0.37		0.44			0.81			(0.44	)		(0.02	)		(0.46	)		10.95		7.86			295,311		0.74			1.01			3.44			297
Year ended 08/31/11		10.75		0.35		(0.03	)		0.32			(0.32	)		(0.15	)		(0.47	)		10.60		3.10			225,417		0.75			1.20			3.27			138
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			5.61			3.55			78
Year 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 08/31/13		10.95		0.23		(0.51	)		(0.28	)		(0.26	)		—			(0.26	)		10.41		(2.66	)		15,876		1.48	(d)		1.74	(d)		2.11	(d)		252
Year ended 08/31/12		10.60		0.29		0.44			0.73			(0.36	)		(0.02	)		(0.38	)		10.95		7.06			22,465		1.49			1.76			2.69			297
Year ended 08/31/11		10.74		0.27		(0.02	)		0.25			(0.24	)		(0.15	)		(0.39	)		10.60		2.43			24,401		1.50			1.95			2.52			138
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			6.36			2.80			78
Year 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 08/31/13		10.94		0.23		(0.50	)		(0.27	)		(0.26	)		—			(0.26	)		10.41		(2.56	)		35,770		1.48	(d)		1.74	(d)		2.11	(d)		252
Year ended 08/31/12		10.60		0.29		0.44			0.73			(0.37	)		(0.02	)		(0.39	)		10.94		6.96			37,950		1.49			1.76			2.69			297
Year ended 08/31/11		10.74		0.27		(0.02	)		0.25			(0.24	)		(0.15	)		(0.39	)		10.60		2.43			33,476		1.50			1.95			2.52			138
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			6.36			2.80			78
Year 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 08/31/13		10.95		0.28		(0.51	)		(0.23	)		(0.31	)		—			(0.31	)		10.41		(2.16	)		2,820		0.98	(d)		1.24	(d)		2.61	(d)		252
Year ended 08/31/12		10.60		0.34		0.44			0.78			(0.41	)		(0.02	)		(0.43	)		10.95		7.59			3,313		0.99			1.26			3.19			297
Year ended 08/31/11		10.74		0.32		(0.02	)		0.30			(0.29	)		(0.15	)		(0.44	)		10.60		2.94			2,301		1.00			1.45			3.02			138
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			5.86			3.30			78
Year 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 08/31/13		10.95		0.34		(0.50	)		(0.16	)		(0.37	)		—			(0.37	)		10.42		(1.58	)		1,456		0.48	(d)		0.74	(d)		3.11	(d)		252
Year ended 08/31/12		10.60		0.39		0.45			0.84			(0.47	)		(0.02	)		(0.49	)		10.95		8.12			5,753		0.49			0.76			3.69			297
Year ended 08/31/11		10.74		0.37		(0.01	)		0.36			(0.35	)		(0.15	)		(0.50	)		10.60		3.46			5,234		0.50			0.95			3.52			138
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			5.36			3.80			78
Year 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
Class R5
Year ended 08/31/13		10.94		0.34		(0.51	)		(0.17	)		(0.37	)		—			(0.37	)		10.40		(1.68	)		1,960		0.48	(d)		0.56	(d)		3.11	(d)		252
Year ended 08/31/12		10.60		0.39		0.44			0.83			(0.47	)		(0.02	)		(0.49	)		10.94		8.03			169,474		0.49			0.56			3.69			297
Year ended 08/31/11		10.74		0.37		(0.01	)		0.36			(0.35	)		(0.15	)		(0.50	)		10.60		3.46			166,656		0.50			0.66			3.52			138
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			5.29			3.80			78
Year 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
Class R6
Year ended 08/31/13(e)		10.97		0.32		(0.54	)		(0.22	)		(0.34	)		—			(0.34	)		10.41		(2.07	)		185,513		0.48	(d)(f)		0.54	(d)(f)		3.11	(d)(f)		252

^(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. For the period ended August 31, 2011, the portfolio turnover calculation excludes the value of securities purchased of $390,261,951 and sold of $29,803,473 in the effort to realign the Fund’s portfolio holdings after the reorganizations of Invesco Core Bond Fund and Invesco Van Kampen Core Plus Fixed Income Fund into the Fund.

^(d)  Ratios are based on average daily net assets (000’s omitted) of $330,097, $20,415, $40,416, $3,325, $4,135, $13,934 and $177,470 for Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.

^(e)  Commencement date of June 3, 2009 for Class A, Class B, Class C, Class R, Class Y and Class R5 shares and September 24, 2012 for Class R6 shares.

^(f) Annualized.

40                         Invesco Core Plus Bond Fund

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 (one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2013, 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, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

October 25, 2013

Houston, Texas

41                         Invesco Core Plus Bond Fund

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, 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, 2013 through August 31, 2013.

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 or contingent deferred sales charges on redemptions, 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.

Class	Beginning Account Value (03/01/13)		ACTUAL				HYPOTHETICAL (5% annual return before expenses)				Annualized Expense Ratio
			Ending Account Value (08/31/13)1		Expenses Paid During Period2		Ending Account Value (08/31/13)		Expenses Paid During Period2
Class A	$	1,000.00	$	966.50	$	3.62	$	1,021.53	$	3.72		0.73	%
Class B		1,000.00		962.80		7.32		1,017.74		7.53		1.48
Class C		1,000.00		962.80		7.32		1,017.74		7.53		1.48
Class R		1,000.00		965.30		4.85		1,020.27		4.99		0.98
Class Y		1,000.00		968.60		2.38		1,022.79		2.45		0.48
Class R5		1,000.00		968.60		2.38		1,022.79		2.45		0.48
Class R6		1,000.00		968.60		2.38		1,022.79		2.45		0.48

¹  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2013 through August 31, 2013, 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.

42                         Invesco Core Plus Bond Fund

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 Invesco Core Plus Bond Fund’s (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 Canada Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 17-19, 2013, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% 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, 2013. The Board determined that continuation of the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers under the agreements is fair and reasonable.

The Board’s Fund Evaluation Process

The Board’s Investments Committee has established three Sub-Committees, each of which is primarily responsible for overseeing the management of a number of the funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet throughout the year to review the performance of their assigned Invesco 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 Invesco Funds and other members of management to review the performance, investment objective(s), policies, strategies, limitations and investment risks 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 their assigned Invesco Funds. Each Sub-Committee recommends to the Investments Committee, which in turn recommends to the full Board, whether and on what terms 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 Invesco Advisers and Lipper Inc. (Lipper), an independent provider of investment company data. The Trustees also receive an independent written evaluation from the Senior Officer. The Senior Officer’s evaluation 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 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. In addition to meetings with Invesco Advisers and fund counsel, the independent Trustees also discuss the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.

In evaluating the fairness and reasonableness of compensation under the Fund’s investment advisory agreement and sub-advisory contracts, the Board considered, among other things, the factors discussed below. The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation between the Trustees and Invesco Advisers as well as advisory fees previously approved by different predecessor boards. 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 Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee.

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 19, 2013, 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, including the Fund’s portfolio manager or managers, with whom the Sub-Committees met during the year. The Board’s review of the qualifications of Invesco Advisers to provide advisory services included the Board’s consideration of Invesco Advisers’ investment process oversight, independent credit analysis and investment risk management.

In determining whether to continue the Fund’s investment advisory agreement, the Board considered the benefits of reapproving an existing relationship and the greater uncertainty that may be associated with entering into a new relationship. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds such as various back office support functions, equity and fixed income trading operations, internal audit, distribution and legal and compliance. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s investment advisory agreement.

The Board reviewed the services that may be 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 noted that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Affiliated Sub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. 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. The Board concluded that the nature, extent and quality of the services that may be provided by the Affiliated Sub-Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s sub-advisory contracts.

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 only three calendar years of comparative performance data was

43                         Invesco Core Plus Bond Fund

available for the Fund. 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 and against the Lipper Intermediate Investment Grade Debt Funds Index. The Board noted that performance of Class A shares of the Fund was in the second 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 performance of Class A shares of the Fund was above the performance of the Index for the one year period and below the Index for the three year period. The Trustees also reviewed more recent Fund performance and this review did not change their conclusions.

C. Advisory and Sub-Advisory Fees

The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Lipper expense group at a common asset level. The Board noted that the contractual management fee rate for Class A shares of the Fund was below the median contractual management fee rate of funds in its expense group. The Board noted that the term “contractual management fee” may include both advisory and certain administrative services fees and that Invesco Advisers does not charge the Invesco Funds for the administrative services included in the term as defined by Lipper. The Board also reviewed the methodology used by Lipper in providing expense group information, which includes using each fund’s contractual management fee schedule (including any applicable breakpoints) as reported in the most recent prospectus or statement of additional information for each fund in the expense group.

The Board noted that Invesco Advisers and the Affiliated Sub-Advisers do not manage other mutual funds in a manner substantially similar to the management 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. Invesco Advisers reviewed with the Board the significantly greater scope of services it provides to the Invesco Funds relative to certain other client accounts. These additional services include 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 for other client accounts. Invesco Advisers advised the Board that advance notice of redemptions is often provided to Invesco Advisers by institutional clients. The Board did note that sub-advisory fee rates charged by the Affiliated Sub-Advisers to manage the Invesco Funds and to manage other client accounts tended to be more comparable, reflecting a more comparable scope of services. The Board concluded that the aggregate services provided to the Invesco Funds were sufficiently different from those provided to institutional clients, and the Board did not place significant weight on these fee comparisons.

The Board noted that Invesco Advisers has contractually agreed to limit expenses of the Fund through at least December 31, 2013 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 also considered the services that may be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the fees payable by Invesco Advisers to the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board also noted that the sub-advisory fees are not paid directly by the Fund, but rather, are payable by Invesco Advisers to the Affiliated Sub-Advisers.

Based upon the information and considerations described above, the Board concluded that the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers is 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 economies of scale through contractual breakpoints in the Fund’s advisory fee schedule and was assisted in this review by a report from the Senior Officer. 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 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 for the year ended December 31, 2012. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board considered the profitability of Invesco Advisers in managing the Fund and the Invesco Funds. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its subsidiaries provide to the Invesco Funds and the Fund. The Board did not deem the level of profits realized by Invesco Advisers and its

affiliates from providing services to the Fund to be excessive given the nature, quality and extent of the services provided to the Invesco Funds. The Board received and accepted information from Invesco Advisers demonstrating that 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.

F. Collateral Benefits to Invesco Advisers and its Affiliates

The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees received for their provision of transfer agency and distribution services to the Fund. The Board considered comparative information regarding fees charged for these services, including information provided by Lipper and other independent sources. The Board considered the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed 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; that the services are required for the operation of the Fund; that Invesco Advisers and its affiliates can provide services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and that the fees for such services are fair and reasonable in light of the usual and customary charges by others for services of the same nature and quality.

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. Invesco Advisers noted that the Fund does not execute brokerage transactions through “soft dollar” arrangements to any significant degree.

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 receives advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through varying periods the advisory fees payable by the Invesco Funds. The waiver is 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.

44                         Invesco Core Plus Bond Fund

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, 2013:

Federal and State Income Tax
Qualified Dividend Income*	1.31	%
Corporate Dividends Received Deduction*	1.42	%
U.S. Treasury Obligations*	6.50	%

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

45                         Invesco Core Plus Bond Fund

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 1000, 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.

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
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 Formerly: Chairman and Chief Executive Officer, 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)	117	None
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, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent); 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 Corporate Class Inc. (corporate mutual fund company) and Invesco Canada Fund Inc. (corporate mutual fund company); Director, Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); 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); Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, Chief Executive Officer and President, Van Kampen Exchange Corp. Formerly: Director and Chairman, Van Kampen Investor Services Inc.: Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); and Van Kampen Investments Inc.; Director and President, AIM GP Canada Inc. (general partner for limited partnerships); and Van Kampen Advisors, Inc.; Director and Chief Executive Officer, Invesco Trimark Dealer Inc. (registered broker dealer); 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.	117	None
Wayne W. 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 certain funds in the Fund Complex	130	Director of the Mutual Fund Directors Forum, a nonprofit membership organization for investment directors; Chairman and Director of the Abraham Lincoln Presidential Library Foundation; and Director of the Stevenson Center for Democracy

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 Invesco Fund Complex because he and his firm currently provide legal services as legal counsel to such Funds.

T-1                         Invesco Core Plus Bond Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Independent Trustees
Bruce L. Crockett — 1944 Trustee and Chair	2003	Chairman, Crockett Technologies Associates (technology consulting company) Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)	117	ACE Limited (insurance company); Investment Company Institute
David C. Arch — 1945 Trustee	2010	Chairman and Chief Executive Officer of Blistex Inc., (consumer health care products manufacturer) Formerly: Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago	130	Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan
Frank S. Bayley — 1939 Trustee	2003	Retired Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and General Partner and Of Counsel, law firm of Baker & McKenzie, LLP	117	Director and Chairman, C.D. Stimson Company (a real estate investment company); Trustee and Overseer, The Curtis Institute of Music
James T. Bunch — 1942 Trustee	2000	Managing Member, Grumman Hill Group LLC (family office private equity management) Formerly: Founder, Green, Manning & Bunch Ltd. (investment banking firm)(1988-2010); Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation	117	Chairman, Board of Governors, Western Golf Association; Chairman-elect, Evans Scholars Foundation; and Director, Denver Film Society
Rodney F. Dammeyer — 1940 Trustee	2010	Chairman of CAC, LLC, (private company offering capital investment and management advisory services) Formerly: Prior to 2001, Managing Partner at Equity Group Corporate Investments; Prior to 1995, Chief Executive Officer of Itel Corporation (formerly Anixter International); 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.; From 1987 to 2010, Director/Trustee of investment companies in the Van Kampen Funds complex	117	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.
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)	117	Director of Nature’s Sunshine Products, Inc.
Jack M. Fields — 1952 Trustee	2003	Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); Owner and Chief Executive Officer, Dos Angeles Ranch, L.P. (cattle, hunting, corporate entertainment); and Discovery Global Education Fund (non-profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives	117	Insperity, Inc. (formerly known as Administaff)
Prema Mathai-Davis — 1950 Trustee	2003	Retired Formerly: Chief Executive Officer, YWCA of the U.S.A.	117	None
Larry Soll — 1942 Trustee	1997	Retired Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)	117	None
Hugo F. Sonnenschein — 1940 Trustee	2010	Distinguished Service Professor and President Emeritus of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago Formerly: President of the University of Chicago	130	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

T-2                         Invesco Core Plus Bond Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Independent Trustees—(continued)
Raymond Stickel, Jr. — 1944 Trustee	2005	Retired Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche	117	None
Other Officers
Russell C. Burk — 1958 Senior Vice President and Senior Officer	2005	Senior Vice President and Senior Officer, The 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.) 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, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, 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 and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Aim Advisers, Inc. and Van Kampen Investments 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
Karen Dunn Kelley — 1960 Vice President	2003	Head of Invesco’s World Wide Fixed Income and Cash Management Group; Director, Co-President, Co-Chief Executive Officer, and Co-Chairman, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Chairman, Invesco Senior Secured Management, Inc.; Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Invesco Mortgage Capital Inc., and Invesco Management Company Limited; Director and President, INVESCO Asset Management (Bermuda) Ltd., Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); and 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: Director, INVESCO Global Asset Management Limited and INVESCO Management S.A.; Senior Vice President, Van Kampen Investments Inc. and Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); 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

T-3                         Invesco Core Plus Bond Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Other Officers—(continued)
Sheri Morris — 1964 Vice President, Treasurer and Principal Financial Officer	2003	Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); and Vice President, 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: Vice President, Invesco Aim 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.; and Treasurer, 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	N/A	N/A
Crissie M. Wisdom — 1969 Anti-Money Laundering Compliance Officer	2013	Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser), Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.), Invesco Distributors, Inc., Invesco Investment Services, Inc., Invesco Management Group, Inc., Van Kampen Exchange Corp., The Invesco Funds, Invesco Funds (Chicago), and 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; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, 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.) 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; Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) and Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) Formerly: Chief Compliance Officer, Invesco Funds (Chicago); Senior Vice President, Van Kampen Investments Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment adviser), Invesco Global Asset Management (N.A.), Inc., Invesco Senior Secured Management, Inc. (registered investment adviser), Van Kampen Investor Services Inc., 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; and 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 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Investment Adviser Invesco Advisers, Inc. 1555 Peachtree Street, N.E. Atlanta, GA 30309	Distributor Invesco Distributors, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Auditors PricewaterhouseCoopers LLP 1201 Louisiana Street, Suite 2900 Houston, TX 77002-5678
Counsel to the Fund Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103-7018	Counsel to the Independent Trustees Goodwin Procter LLP 901 New York Avenue, N.W. Washington, D.C. 20001	Transfer Agent Invesco Investment Services, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Custodian State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110-2801

T-4                         Invesco Core Plus Bond Fund

Invesco mailing information

Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.

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 shown below.

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 most recent 12-month period ended June 30 is available at 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 US 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.

SEC file numbers: 811-09913 and 333-36074                CPB-AR-1                Invesco Distributors, Inc.

Letters to Shareholders

Philip Taylor

Dear Shareholders: Enclosed in this annual report, you’ll find information about your Fund and the factors that affected its performance during the reporting period. Inside, you’ll also find a discussion from your portfolio managers about how they managed your Fund, as well as performance data for your Fund, a complete list of your Fund’s investments as of the close of the reporting period and other important information. I hope you find this report of interest. During the reporting period covered by this report, major US equity indexes made multiyear or even all-time highs.1 Economic data were generally positive; housing and consumer spending data were particularly encouraging. Nonetheless, economic uncertainty and concern about continuing political and budget gridlock in Washington persisted. The US Federal Reserve’s deliberate vagueness about when, and to what degree, it might begin to curtail its extraordinarily accommodative monetary policies – together with uncertainty

about who will next lead the central bank – affected fixed income and equity markets alike. Most developed, non-US stock markets remained positive for the first half of 2013, despite a difficult second quarter. Periods of market volatility and economic uncertainty can weaken the will of even the most resolute investor. That’s why Invesco believes it’s often helpful to work with a skilled and trusted financial adviser who can emphasize the importance of adhering to an investment plan designed to achieve long-term goals rather than being sidetracked by short-term uncertainty that can result in inaction. A financial adviser who is familiar with your individual financial situation, investment goals and risk tolerance can be an invaluable partner as you work toward your financial goals. He or she can provide insight and perspective when markets are volatile; encouragement and reassurance when times are uncertain; and advice and guidance when your financial situation or investment goals change. Our website, invesco.com/us, is another source of timely insight and information for investors. On the website, you’ll find fund-specific as well as more general information from many of Invesco’s investment professionals. You’ll find in-depth articles, video clips and audio commentaries – and, of course, you also can access information about your Invesco account whenever it’s convenient for you.

What we mean by Intentional Investing

At Invesco, all of our people and all of our resources are dedicated to helping investors achieve their financial objectives. It’s a philosophy we call Intentional Investing, and it guides the way we:

n Manage investments – Our dedicated investment professionals search the world for the best opportunities, and each investment team follows a clear, disciplined process to build portfolios and mitigate risk.

n Provide choices – We offer multiple investment strategies, allowing you and your financial adviser to build a portfolio that’s purpose-built for your needs.

n Connect with you – We’re committed to giving you the expert insights you need to make informed investing decisions, and we are well-equipped to provide high-quality support for investors and advisers.

At Invesco, we believe in putting investors first. That’s why investment management is all we do. Our sole focus on managing your money allows you and your financial adviser to build a portfolio of Invesco funds appropriate for your investment needs and goals today and when your circumstances change.

Have questions?

For questions about your account, feel free to contact an Invesco client services representative at 800 959 4246. For Invesco-related questions or comments, please email me directly at phil@invesco.com.

All of us at Invesco look forward to serving your investment management needs for many years to come. Thank you for investing with us.

Sincerely,

Philip Taylor

Senior Managing Director, Invesco Ltd.

1 Source: Reuters

2                Invesco Equally-Weighted S&P 500 Fund

Bruce Crockett

Dear Fellow Shareholders: The Invesco Funds Board has worked on a variety of issues over the last several months, and I’d like to take this opportunity to discuss two that affect you and our fellow fund shareholders. The first issue on which your Board has been working is our annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This annual review, which is required by the Investment Company Act of 1940, focuses on the nature and quality of the services Invesco provides as adviser to the Invesco Funds and the reasonableness of the fees that it charges for those services. Each year, we spend months reviewing detailed information that we request from Invesco that allows us to evaluate its services and fees. We also use information from many independent sources, including materials provided by the independent Senior Officer of the Invesco Funds, who reports directly to the independent Trustees on the Board. Additionally, we meet with independent legal counsel and review

performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field.

I’m pleased to report that the Board determined in June that renewing the investment advisory agreement and the sub-advisory contracts with Invesco Advisers and its affiliates would serve the best interests of each fund and its shareholders.

The second area of focus to highlight is the Board’s efforts to ensure that we provide a lineup of funds that allow financial advisers to build portfolios that meet shareholders’ changing financial needs and goals. Today, more and more investors are reaching, or approaching, retirement. But interest rates remain low, making it difficult for many investors to generate the income they need, or will soon need, in their retirement years.

The members of your Board think about these things, too, and we’ve worked with Invesco Advisers to provide more income-generating options in the Invesco Funds lineup to help shareholders potentially meet their income needs. Your Board recently approved changes to three existing equity mutual funds, increasing their focus on generating income while also seeking to provide long-term growth of capital.

As a result of these changes, the funds and their respective management teams now have more flexibility to invest in the types of securities that could meet investors’ growing need for income generation, and in some cases, also help investors diversify their sources of income. These equity funds complement an array of fixed-income, asset allocation and alternative investment options in the Invesco Funds lineup designed to accommodate a variety of risk tolerances.

Be assured that your Board will continue working on behalf of fund shareholders, keeping your needs and interests uppermost in our minds.

As always, please contact me at bruce@brucecrockett.com with any questions or concerns you may have. On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.

Sincerely,

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

3                Invesco Equally-Weighted S&P 500 Fund

Management’s Discussion of Fund Performance

Performance summary For the fiscal year ended August 31, 2013, Invesco Equally-Weighted S&P 500 Fund, at net asset value, underperformed the S&P 500 Equal Weight Index but outperformed 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. The consumer discretionary and financials sectors contributed the most to the Fund’s overall positive performance for the reporting period. Your Fund’s long-term performance appears later in this report.
Fund vs. Indexes Total returns, 8/31/12 to 8/31/13, 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	24.83%
Class B Shares	23.90
Class C Shares	23.88
Class R Shares	24.48
Class Y Shares	25.16
Class R6 Shares*	25.16
S&P 500 Index‚ (Broad Market Index)	18.70
S&P 500 Equal Weight Index‚ (Style-Specific Index)	25.58
Lipper Multi-Cap Core Funds Indexn (Peer Group Index)	21.50
Source(s): ‚Invesco, S&P-Dow Jones via FactSet Research Systems Inc.;nLipper Inc. *   Share class incepted during the reporting period. See page 7 for a detailed explanation of Fund performance.

How we invest

The Fund invests in a diversified portfolio of common stocks represented in the S&P 500 Index. The S&P 500 Index 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 Index in approximately equal proportions. This approach differs from the S&P 500 Index because stocks in the S&P 500 Index are represented in proportion to their market value, or market capitalization. For example, the 50 largest companies in the S&P 500 Index represent approximately 50% of the S&P 500 Index’s value; however, these same 50 companies represent roughly 10% of the Fund’s value. The Fund may invest in foreign securities represented in the S&P 500 Index, including American Depositary Receipts. The sale

of a security by the Fund is a function of Standard & Poor’s either adding a stock to the S&P 500 Index or deleting a stock from the index. Securities that are added to or deleted from the Fund are driven by changes to the S&P 500 Index, not by a stock selection model.

Market conditions and your Fund

The fiscal year ended August 31, 2013, began with some downward volatility in US equity markets. Starting in the fall of 2012, markets began an upward trend that continued through much of the reporting period. In early fall, the European Central Bank implemented new measures to support member economies and the US Federal Reserve (the Fed) initiated a third round of quantitative easing (QE), or fiscal stimulus, which caused consumer sentiment to improve. Uncertainty

surrounding US election results, “fiscal cliff” negotiations and sequestration spending cuts in early 2013, however, made many businesses hesitant to spend during the first quarter of the year. However, for the first time in years, markets appeared willing to look past headline events.

    From late May through June, the capital markets began a sell-off following Fed Chairman Ben Bernanke’s comments about reducing QE. Since December 2012, the Fed has purchased $85 billion¹ of US Treasuries and mortgage-backed securities each month to increase liquidity and ensure low long-term interest rates in an effort to spur the housing and real estate markets. Few asset classes were immune from this broad sell-off, which caused bonds, stocks and commodities to decline. Precious metals were particularly hard hit, and fixed-income investors scrambled to sell bonds in anticipation of higher yields. The markets stabilized in mid-summer; however, August brought more selling in the equity and bond markets and yields continued to rise.

    The Fund stayed true to its process by maintaining balanced exposure to all constituents of the S&P 500 Index. On an absolute basis, all sectors posted positive returns for the reporting period. Sectors that contributed most to overall Fund performance were the consumer discretionary, financials, health care, information technology (IT) and industrials sectors. The telecommunication services sector contributed the least to the Fund’s overall positive performance.

    The consumer discretionary sector delivered the strongest performance during the fiscal year. Three of the top contributors to Fund performance, Netflix, GameStop and Best Buy, are in the consumer discretionary sector. During the fiscal year, Netflix and Time Warner’s Warner Bros. Television Group (not a

Portfolio Composition
By sector
Consumer Discretionary	17.0	%
Financials	15.6
Information Technology	13.9
Industrials	12.2
Health Care	10.7
Energy	8.6
Consumer Staples	7.7
Materials	6.0
Utilities	6.0
Telecommunication Services	1.1
Money Market Funds Plus Other Assets Less Liabilities	1.2

Top 10 Equity Holdings
1.Best Buy Co., Inc.	0.3	%
2.Netflix Inc.	0.3
3.Goodyear Tire & Rubber Co. (The)	0.3
4.Salesforce.com, Inc.	0.3
5.GameStop Corp.-Class A	0.3
6.FLIR Systems, Inc.	0.3
7.Chesapeake Energy Corp.	0.2
8.Harman International Industries, Inc.	0.2
9.E*TRADE Financial Corp.	0.2
10.Electronic Arts Inc.	0.2

Total Net Assets	$	1.7 billion
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

Fund holding) announced a licensing agreement giving Netflix exclusive rights to stream eight shows’ 2012-2013 seasons just months after their original air dates – including Revolution, Fringe, The Following, Political Animals and Long-mire.² Netflix also will be able to stream older episodes of Chuck, Fringe, The West Wing and 666 Park Avenue.

    Also contributing to the Fund’s positive performance was financial security company Genworth Financial.

    During the reporting period, several Fund holdings in the materials sector struggled. These included Cliffs Natural Resources and Newmont Mining.

    The largest detractor from Fund performance for the reporting period was J.C. Penney. During the reporting period, the company’s chief executive was ousted after he failed in his attempt to turn around the struggling retailer.

    During the reporting period, the Fund invested in S&P 500 futures contracts, a derivative instrument, to gain exposure to the equity market. These futures contracts added to the Fund’s performance.

    We welcome new investors who joined the Fund during the fiscal year and thank all of our shareholders for your investment in Invesco Equally-Weighted S&P 500 Fund.

1 Source: US Federal Reserve

2 Source: Wired

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, if applicable, 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 BS and an MS in finance from Boston College and an MBA 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 BA in business administration from the University of Massachusetts Amherst and an MS 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 BA in business administration from Merri-mack College and an MBA 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 BS in mechanical engineering from National Taiwan University, an MS in mechanical engineering from the University of Michigan and an MS 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 earned a BA in economics from Queens College and an MBA in finance from St. John’s University.

5                Invesco Equally-Weighted S&P 500 Fund

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class(es)

Fund and index data from 8/31/03

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 contingent deferred sales charges, if applicable. 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 Equally-Weighted S&P 500 Fund

Average Annual Total Returns
As of 8/31/13, including maximum applicable sales charges
Class A Shares
Inception (7/28/97)	7.50	%
10 Years	8.33
5 Years	8.44
1 Year	17.98
Class B Shares
Inception (12/1/87)	10.92	%
10 Years	8.29
5 Years	8.56
1 Year	18.90
Class C Shares
Inception (7/28/97)	7.08	%
10 Years	8.14
5 Years	8.85
1 Year	22.88
Class R Shares
Inception (3/31/08)	8.58	%
5 Years	9.40
1 Year	24.48
Class Y Shares
Inception (7/28/97)	8.14	%
10 Years	9.22
5 Years	9.94
1 Year	25.16
Class R6 Shares
10 Years	8.98	%
5 Years	9.73
1 Year	25.16

Effective June 1, 2010, Class A, Class B, Class C, Class R, Class W and Class I shares of the predecessor fund, Morgan Stanley Equally-Weighted S&P 500 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.

    Class R6 shares incepted on September 24, 2012. Performance shown prior to that date is that of the Fund’s and the predecessor fund’s Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A share performance reflects any applicable fee waivers or expense reimbursements.

Average Annual Total Returns
As of 6/30/13, the most recent calendar quarter end,including maximum applicable sales charges
Class A Shares
Inception (7/28/97)	7.42	%
10 Years	8.80
5 Years	8.43
1 Year	18.78
Class B Shares
Inception (12/1/87)	10.89	%
10 Years	8.76
5 Years	8.56
1 Year	19.75
Class C Shares
Inception (7/28/97)	7.01	%
10 Years	8.62
5 Years	8.84
1 Year	23.72
Class R Shares
Inception (3/31/08)	8.38	%
5 Years	9.39
1 Year	25.36
Class Y Shares
Inception (7/28/97)	8.06	%
10 Years	9.69
5 Years	9.93
1 Year	25.99
Class R6 Shares
10 Years	9.45	%
5 Years	9.72
1 Year	25.97

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 Class R6 shares was 0.60%, 1.35%, 1.35%, 0.85%, 0.35% and 0.22%, 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 Class R6 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

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, 2013, 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 Class B shares may not be purchased for new or additional investments. Please see the prospectus for more information.

n Class R shares are generally available only to employer sponsored retirement and benefit 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 Class R6 shares are primarily intended for employer sponsored retirement and benefit plans that meet certain standards and for institutional investors.

Principal risks of investing in the Fund

n Common stocks risk. In general, common stock values fluctuate, and sometimes widely fluctuate, in response to activities specific to the company as well as general market, economic and political conditions.

n Derivatives risk. The performance of derivative instruments is tied to the performance of an underlying currency, security, index or other instrument. In addition to risks relating to their underlying instruments, the use of derivatives may include other, possibly greater, risks. Derivatives involve costs, may be volatile, and may involve a small initial investment relative to the risk assumed. Risks associated with the use of derivatives include counterparty, leverage, correlation, liquidity, tax, market, interest rate and management risks. Derivatives may also be more difficult to purchase, sell or value than other investments. The Fund may lose more than the cash amount invested on investments in derivatives.

Investors should bear in mind that, while the Fund intends to use derivative strategies, it is not obligated to actively

engage in these transactions, generally or in any particular kind of derivative, if the investment manager elects not to do so due to availability, cost, market conditions or other factors.

n Foreign securities risk. The Fund’s foreign investments may be affected by changes in a 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 Depositary receipts risk. Depositary receipts involve many of the same risks as those associated with direct investment in foreign securities. In addition, the underlying issuers of certain depositary receipts, particularly unsponsored or unregistered depositary receipts, are under no obligations to distribute shareholder communications to the holders of such receipts or to pass through to them any voting rights with respect to the deposited securities.

n Management risk. 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 US stock market.

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 multicap 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 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
Class R6 Shares	VADFX

8                Invesco Equally-Weighted S&P 500 Fund

Schedule of Investments^(a)

August 31, 2013

	Shares		Value
Common Stocks & Other Equity Interests–98.83%
Advertising–0.40%
Interpublic Group of Cos., Inc. (The)		225,262	$	3,541,119
Omnicom Group Inc.		52,080		3,158,652
				6,699,771
Aerospace & Defense–2.27%
Boeing Co. (The)		32,097		3,335,520
General Dynamics Corp.		41,903		3,488,425
Honeywell International Inc.		41,807		3,326,583
L-3 Communications Holdings, Inc.		37,988		3,431,456
Lockheed Martin Corp.		30,348		3,715,202
Northrop Grumman Corp.		39,436		3,638,760
Precision Castparts Corp.		14,861		3,139,238
Raytheon Co.		48,486		3,656,329
Rockwell Collins, Inc.		50,691		3,587,402
Textron Inc.		123,341		3,322,807
United Technologies Corp.		34,763		3,479,776
				38,121,498
Agricultural Products–0.21%
Archer-Daniels-Midland Co.		98,806		3,478,959
Air Freight & Logistics–0.81%
C.H. Robinson Worldwide, Inc.		57,850		3,289,929
Expeditors International of Washington, Inc.		85,385		3,463,216
FedEx Corp.		32,975		3,540,196
United Parcel Service, Inc.–Class B		38,045		3,255,891
				13,549,232
Airlines–0.18%
Southwest Airlines Co.		235,656		3,018,753
Aluminum–0.19%
Alcoa Inc.		402,532		3,099,496
Apparel Retail–1.16%
Abercrombie & Fitch Co.–Class A		67,033		2,366,935
Gap, Inc. (The)		78,798		3,186,591
L Brands, Inc.		64,354		3,691,346
Ross Stores, Inc.		50,394		3,389,500
TJX Cos., Inc. (The)		64,826		3,417,627
Urban Outfitters, Inc.(b)		79,954		3,352,471
				19,404,470
Apparel, Accessories & Luxury Goods–0.98%
Coach, Inc.		55,853		2,949,597
Fossil Group, Inc.(b)		31,301		3,635,298
PVH Corp.		26,512		3,413,420
Ralph Lauren Corp.		18,876		3,122,279
VF Corp.		17,465		3,269,623
				16,390,217
Application Software–1.11%
Adobe Systems Inc.(b)		76,296		3,490,542
Autodesk, Inc.(b)		93,147		3,423,152

	Shares		Value
Application Software–(continued)
Citrix Systems, Inc. (b)		53,381	$	3,777,774
Intuit Inc.		56,844		3,611,299
Salesforce.com, Inc.(b)		87,021		4,275,342
				18,578,109
Asset Management & Custody Banks–1.72%
Ameriprise Financial, Inc.		39,927		3,439,711
Bank of New York Mellon Corp. (The)		112,205		3,336,977
BlackRock, Inc.		12,117		3,154,297
Franklin Resources, Inc.		66,646		3,076,379
Invesco Ltd.(c)		97,509		2,960,373
Legg Mason, Inc.		100,201		3,258,537
Northern Trust Corp.		57,222		3,139,771
State Street Corp.		49,477		3,301,106
T. Rowe Price Group Inc.		44,529		3,123,264
				28,790,415
Auto Parts & Equipment–0.64%
BorgWarner, Inc.		38,662		3,733,976
Delphi Automotive PLC (United Kingdom)		63,813		3,510,991
Johnson Controls, Inc.		86,998		3,526,029
				10,770,996
Automobile Manufacturers–0.40%
Ford Motor Co.		212,658		3,442,933
General Motors Co.(b)		95,320		3,248,506
				6,691,439
Automotive Retail–0.81%
AutoNation, Inc.(b)		74,167		3,466,566
AutoZone, Inc.(b)		7,720		3,241,937
CarMax, Inc.(b)		70,427		3,349,508
O’Reilly Automotive, Inc.(b)		29,298		3,595,157
				13,653,168
Biotechnology–1.30%
Alexion Pharmaceuticals, Inc.(b)		35,442		3,819,230
Amgen Inc.		33,550		3,654,937
Biogen Idec Inc.(b)		15,418		3,284,342
Celgene Corp.(b)		27,383		3,833,072
Gilead Sciences, Inc.(b)		62,579		3,771,636
Regeneron Pharmaceuticals, Inc.(b)		13,795		3,342,667
				21,705,884
Brewers–0.19%
Molson Coors Brewing Co.–Class B		65,911		3,215,798
Broadcasting–0.62%
CBS Corp.–Class B		68,494		3,500,043
Discovery Communications, Inc.– Class A(b)		42,792		3,316,808
Scripps Networks Interactive Inc.–Class A		49,113		3,611,279
				10,428,130
Building Products–0.18%
Masco Corp.		157,218		2,974,565

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

9                         Invesco Equally-Weighted S&P 500 Fund

	Shares		Value
Cable & Satellite–0.83%
Cablevision Systems Corp.–Class A		222,653	$	3,947,638
Comcast Corp.–Class A		82,206		3,460,051
DIRECTV(b)		52,718		3,067,133
Time Warner Cable Inc.		31,449		3,376,050
				13,850,872
Casinos & Gaming–0.42%
International Game Technology		189,481		3,579,296
Wynn Resorts Ltd.		24,186		3,411,194
				6,990,490
Coal & Consumable Fuels–0.39%
CONSOL Energy Inc.		102,302		3,194,891
Peabody Energy Corp.		194,788		3,350,354
				6,545,245
Commodity Chemicals–0.20%
LyondellBasell Industries N.V.–Class A		48,479		3,400,802
Communications Equipment–1.40%
Cisco Systems, Inc.		135,680		3,162,701
F5 Networks, Inc.(b)		44,174		3,683,228
Harris Corp.		65,607		3,715,325
JDS Uniphase Corp.(b)		230,667		2,959,458
Juniper Networks, Inc.(b)		171,577		3,242,805
Motorola Solutions, Inc.		57,413		3,215,702
QUALCOMM, Inc.		53,251		3,529,476
				23,508,695
Computer & Electronics Retail–0.51%
Best Buy Co., Inc.		121,643		4,379,148
GameStop Corp.–Class A		83,787		4,206,945
				8,586,093
Computer Hardware–0.60%
Apple Inc.		7,600		3,701,580
Dell Inc.		244,104		3,361,312
Hewlett-Packard Co.		132,115		2,951,449
				10,014,341
Computer Storage & Peripherals–0.96%
EMC Corp.		132,009		3,403,192
NetApp, Inc.		86,263		3,583,365
SanDisk Corp.		55,578		3,066,794
Seagate Technology PLC		74,760		2,864,803
Western Digital Corp.		51,167		3,172,354
				16,090,508
Construction & Engineering–0.60%
Fluor Corp.		53,582		3,398,706
Jacobs Engineering Group, Inc.(b)		58,544		3,411,945
Quanta Services, Inc.(b)		124,421		3,252,365
				10,063,016
Construction & Farm Machinery & Heavy Trucks–0.97%
Caterpillar Inc.		38,971		3,216,666
Cummins Inc.		28,145		3,467,464
Deere & Co.		38,507		3,220,726

	Shares		Value
Construction & Farm Machinery & Heavy Trucks–(continued)
Joy Global Inc.		61,834	$	3,037,286
PACCAR Inc.		61,415		3,292,458
				16,234,600
Construction Materials–0.17%
Vulcan Materials Co.		60,878		2,909,968
Consumer Electronics–0.48%
Garmin Ltd.(d)		96,931		3,951,877
Harman International Industries, Inc.		63,294		4,052,082
				8,003,959
Consumer Finance–0.80%
American Express Co.		44,792		3,220,993
Capital One Financial Corp.		53,574		3,458,202
Discover Financial Services		69,044		3,262,329
SLM Corp.		142,234		3,412,193
				13,353,717
Data Processing & Outsourced Services–1.87%
Automatic Data Processing, Inc.		48,059		3,419,878
Computer Sciences Corp.		72,861		3,653,979
Fidelity National Information Services, Inc.		74,897		3,329,921
Fiserv, Inc.(b)		37,577		3,617,538
MasterCard, Inc.–Class A		5,722		3,467,990
Paychex, Inc.		88,005		3,404,033
Total System Services, Inc.		139,324		3,855,095
Visa Inc.–Class A		18,064		3,150,723
Western Union Co. (The)		192,041		3,366,479
				31,265,636
Department Stores–0.70%
JC Penney Co., Inc.(b)(d)		188,064		2,347,039
Kohl’s Corp.		62,675		3,215,854
Macy’s, Inc.		67,420		2,995,471
Nordstrom, Inc.		55,455		3,090,507
				11,648,871
Distillers & Vintners–0.58%
Beam Inc.		50,015		3,133,440
Brown-Forman Corp.–Class B		46,732		3,130,576
Constellation Brands, Inc.–Class A(b)		62,832		3,408,636
				9,672,652
Distributors–0.19%
Genuine Parts Co.		41,562		3,200,690
Diversified Banks–0.61%
Comerica Inc.		87,511		3,573,949
U.S. Bancorp		93,360		3,373,097
Wells Fargo & Co.		81,387		3,343,378
				10,290,424
Diversified Chemicals–1.04%
Dow Chemical Co. (The)		96,105		3,594,327
E. I. du Pont de Nemours & Co.		62,045		3,512,988
Eastman Chemical Co.		46,022		3,497,672
FMC Corp.		52,238		3,479,573

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

10                         Invesco Equally-Weighted S&P 500 Fund

	Shares		Value
Diversified Chemicals–(continued)
PPG Industries, Inc.		21,247	$	3,318,994
				17,403,554
Diversified Metals & Mining–0.20%
Freeport-McMoRan Copper & Gold Inc.		110,536		3,340,398
Diversified REIT’s–0.19%
Vornado Realty Trust		39,450		3,207,285
Diversified Support Services–0.38%
Cintas Corp.		71,725		3,425,586
Iron Mountain Inc.		112,981		2,914,910
				6,340,496
Drug Retail–0.38%
CVS Caremark Corp.		55,371		3,214,287
Walgreen Co.		65,136		3,131,087
				6,345,374
Electric Utilities–2.45%
American Electric Power Co., Inc.		71,820		3,073,896
Duke Energy Corp.		48,322		3,169,923
Edison International		69,322		3,181,187
Entergy Corp.		47,736		3,018,347
Exelon Corp.		106,711		3,253,618
FirstEnergy Corp.		85,273		3,195,179
NextEra Energy, Inc.		40,994		3,294,278
Northeast Utilities		77,582		3,178,535
Pepco Holdings, Inc.		161,171		3,052,579
Pinnacle West Capital Corp.		56,795		3,082,265
PPL Corp.		112,205		3,444,693
Southern Co. (The)		73,466		3,057,655
Xcel Energy, Inc.		111,099		3,101,884
				41,104,039
Electrical Components & Equipment–0.82%
Eaton Corp. PLC		50,612		3,204,752
Emerson Electric Co.		58,221		3,514,802
Rockwell Automation, Inc.		37,703		3,665,862
Roper Industries, Inc.		27,131		3,356,105
				13,741,521
Electronic Components–0.38%
Amphenol Corp.–Class A		42,893		3,250,002
Corning Inc.		219,072		3,075,771
				6,325,773
Electronic Equipment & Instruments–0.25%
FLIR Systems, Inc.		133,737		4,183,293
Electronic Manufacturing Services–0.63%
Jabil Circuit, Inc.		168,308		3,840,789
Molex Inc.		110,498		3,206,652
TE Connectivity Ltd. (Switzerland)		71,962		3,526,138
				10,573,579
Environmental & Facilities Services–0.59%
Republic Services, Inc.		95,964		3,119,789
Stericycle, Inc.(b)		30,716		3,457,393

	Shares		Value
Environmental & Facilities Services–(continued)
Waste Management, Inc.		82,372	$	3,331,124
				9,908,306
Fertilizers & Agricultural Chemicals–0.52%
CF Industries Holdings, Inc.		17,709		3,370,731
Monsanto Co.		30,942		3,028,912
Mosaic Co. (The)		56,490		2,352,809
				8,752,452
Food Distributors–0.18%
Sysco Corp.		94,822		3,036,200
Food Retail–0.61%
Kroger Co. (The)		93,950		3,438,570
Safeway Inc.(d)		134,176		3,475,159
Whole Foods Market, Inc.		63,615		3,355,691
				10,269,420
Footwear–0.20%
NIKE, Inc.–Class B		52,812		3,317,650
Gas Utilities–0.43%
AGL Resources Inc.		76,048		3,342,310
ONEOK, Inc.		73,715		3,791,899
				7,134,209
General Merchandise Stores–0.81%
Dollar General Corp.(b)		63,863		3,446,686
Dollar Tree, Inc.(b)		66,542		3,506,763
Family Dollar Stores, Inc.		51,693		3,680,025
Target Corp.		47,348		2,997,602
				13,631,076
Gold–0.19%
Newmont Mining Corp.		98,479		3,128,678
Health Care Distributors–0.82%
AmerisourceBergen Corp.		59,504		3,386,968
Cardinal Health, Inc.		68,336		3,435,934
McKesson Corp.		28,598		3,472,083
Patterson Cos. Inc.		84,327		3,362,961
				13,657,946
Health Care Equipment–2.71%
Abbott Laboratories		88,794		2,959,504
Baxter International Inc.		46,296		3,220,350
Becton, Dickinson & Co.		33,135		3,226,686
Boston Scientific Corp.(b)		343,696		3,636,304
C.R. Bard, Inc.		29,435		3,381,198
CareFusion Corp.(b)		86,469		3,099,914
Covidien PLC		54,509		3,237,835
Edwards Lifesciences Corp.(b)		46,692		3,286,183
Intuitive Surgical, Inc.(b)		6,559		2,535,185
Medtronic, Inc.		61,764		3,196,287
St. Jude Medical, Inc.		72,537		3,656,590
Stryker Corp.		48,631		3,252,927
Varian Medical Systems, Inc.(b)		47,452		3,342,993

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

11                         Invesco Equally-Weighted S&P 500 Fund

	Shares		Value
Health Care Equipment–(continued)
Zimmer Holdings, Inc.		41,979	$	3,320,119
				45,352,075
Health Care Facilities–0.16%
Tenet Healthcare Corp.(b)		70,035		2,734,867
Health Care Services–0.73%
DaVita HealthCare Partners Inc.(b)		25,370		2,727,529
Express Scripts Holding Co.(b)		52,769		3,370,884
Laboratory Corp. of America Holdings(b)		32,685		3,128,608
Quest Diagnostics Inc.		52,196		3,059,729
				12,286,750
Health Care Supplies–0.20%
DENTSPLY International Inc.		79,701		3,346,645
Health Care Technology–0.18%
Cerner Corp.(b)		66,555		3,065,523
Home Entertainment Software–0.24%
Electronic Arts Inc.(b)		149,864		3,992,377
Home Furnishings–0.17%
Leggett & Platt, Inc.		101,256		2,928,324
Home Improvement Retail–0.41%
Home Depot, Inc. (The)		42,675		3,178,861
Lowe’s Cos., Inc.		79,410		3,638,566
				6,817,427
Homebuilding–0.45%
D.R. Horton, Inc.		136,816		2,442,165
Lennar Corp.–Class A		83,744		2,663,897
PulteGroup Inc.		156,690		2,411,459
				7,517,521
Homefurnishing Retail–0.20%
Bed Bath & Beyond Inc.(b)		45,989		3,391,229
Hotels, Resorts & Cruise Lines–0.78%
Carnival Corp.		96,587		3,485,825
Marriott International Inc.–Class A		80,170		3,205,998
Starwood Hotels & Resorts Worldwide, Inc.		49,254		3,149,301
Wyndham Worldwide Corp.		55,597		3,300,238
				13,141,362
Household Appliances–0.19%
Whirlpool Corp.		25,290		3,253,558
Household Products–0.76%
Clorox Co. (The)		38,277		3,165,508
Colgate-Palmolive Co.		55,568		3,210,163
Kimberly-Clark Corp.		33,399		3,122,139
Procter & Gamble Co. (The)		41,887		3,262,578
				12,760,388
Housewares & Specialties–0.18%
Newell Rubbermaid Inc.		120,300		3,043,590
Human Resource & Employment Services–0.20%
Robert Half International, Inc.		97,306		3,431,983

	Shares		Value
Hypermarkets & Super Centers–0.39%
Costco Wholesale Corp.		29,445	$	3,294,012
Wal-Mart Stores, Inc.		43,655		3,185,942
				6,479,954
Independent Power Producers & Energy Traders–0.39%
AES Corp. (The)		264,446		3,361,109
NRG Energy, Inc.		121,057		3,177,746
				6,538,855
Industrial Conglomerates–0.60%
3M Co.		29,437		3,343,454
Danaher Corp.		52,280		3,425,386
General Electric Co.		138,968		3,215,720
				9,984,560
Industrial Gases–0.61%
Air Products & Chemicals, Inc.		33,923		3,464,895
Airgas, Inc.		34,068		3,463,012
Praxair, Inc.		27,720		3,254,328
				10,182,235
Industrial Machinery–1.99%
Dover Corp.		41,583		3,536,634
Flowserve Corp.		59,195		3,302,489
Illinois Tool Works Inc.		46,533		3,325,714
Ingersoll-Rand PLC		57,922		3,425,507
Pall Corp.		47,869		3,309,663
Parker Hannifin Corp.		33,554		3,353,722
Pentair Ltd.		54,731		3,289,881
Snap-on Inc.		35,897		3,359,959
Stanley Black & Decker Inc.		41,154		3,508,790
Xylem, Inc.		120,521		2,986,510
				33,398,869
Industrial REIT’s–0.18%
Prologis, Inc.		84,941		2,993,321
Insurance Brokers–0.40%
Aon PLC		50,370		3,343,561
Marsh & McLennan Cos., Inc.		81,815		3,373,232
				6,716,793
Integrated Oil & Gas–1.00%
Chevron Corp.		27,174		3,272,565
Exxon Mobil Corp.		36,084		3,145,081
Hess Corp.		49,545		3,708,443
Murphy Oil Corp.		51,832		3,494,513
Occidental Petroleum Corp.		35,569		3,137,542
				16,758,144
Integrated Telecommunication Services–0.93%
AT&T Inc.		91,020		3,079,207
CenturyLink Inc.		90,691		3,003,686
Frontier Communications Corp.(d)		772,710		3,345,834
Verizon Communications Inc.		64,001		3,032,367
Windstream Corp.(d)		393,328		3,174,157
				15,635,251

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

12                         Invesco Equally-Weighted S&P 500 Fund

	Shares		Value
Internet Retail–1.07%
Amazon.com, Inc.(b)		11,929	$	3,351,810
Expedia, Inc.		56,344		2,634,646
Netflix Inc.(b)		15,276		4,337,009
Priceline.com Inc.(b)		4,006		3,759,751
TripAdvisor Inc.(b)		51,271		3,792,516
				17,875,732
Internet Software & Services–1.00%
Akamai Technologies, Inc.(b)		76,798		3,531,172
eBay Inc.(b)		63,726		3,185,663
Google Inc.–Class A(b)		3,735		3,163,171
VeriSign, Inc.(b)		72,585		3,483,354
Yahoo! Inc.(b)		124,374		3,373,023
				16,736,383
Investment Banking & Brokerage–0.82%
Charles Schwab Corp. (The)		165,832		3,462,572
E*TRADE Financial Corp.(b)		285,713		4,011,411
Goldman Sachs Group, Inc. (The)		20,061		3,051,880
Morgan Stanley		126,540		3,259,670
				13,785,533
IT Consulting & Other Services–1.00%
Accenture PLC–Class A		40,577		2,931,688
Cognizant Technology Solutions Corp.–Class A(b)		51,898		3,804,124
International Business Machines Corp.		16,164		2,946,212
SAIC, Inc.		239,630		3,611,224
Teradata Corp.(b)		58,283		3,413,053
				16,706,301
Leisure Products–0.38%
Hasbro, Inc.(d)		74,133		3,378,982
Mattel, Inc.		73,105		2,960,753
				6,339,735
Life & Health Insurance–1.47%
Aflac, Inc.		56,834		3,284,437
Lincoln National Corp.		94,657		3,979,380
MetLife, Inc.		74,335		3,433,534
Principal Financial Group, Inc.		85,923		3,515,969
Prudential Financial, Inc.		46,374		3,472,485
Torchmark Corp.(d)		50,550		3,482,389
Unum Group		117,743		3,476,951
				24,645,145
Life Sciences Tools & Services–1.01%
Agilent Technologies, Inc.		74,285		3,464,653
Life Technologies Corp.(b)		44,073		3,279,472
PerkinElmer, Inc.		98,926		3,558,368
Thermo Fisher Scientific, Inc.		38,398		3,410,894
Waters Corp.(b)		33,149		3,276,779
				16,990,166
Managed Health Care–1.08%
Aetna Inc.		53,999		3,422,997
Cigna Corp.		47,953		3,773,422

	Shares		Value
Managed Health Care–(continued)
Humana Inc.		40,386	$	3,718,743
UnitedHealth Group Inc.		51,231		3,675,312
WellPoint, Inc.		41,818		3,560,384
				18,150,858
Metal & Glass Containers–0.40%
Ball Corp.		75,416		3,349,979
Owens-Illinois, Inc.(b)		117,700		3,341,503
				6,691,482
Motorcycle Manufacturers–0.22%
Harley-Davidson, Inc.		61,519		3,689,910
Movies & Entertainment–0.85%
Time Warner Inc.		56,874		3,442,583
Twenty-First Century Fox, Inc.		118,345		3,707,749
Viacom Inc.–Class B		48,951		3,894,541
Walt Disney Co. (The)		51,231		3,116,382
				14,161,255
Multi-Line Insurance–1.01%
American International Group, Inc.		72,026		3,346,328
Assurant, Inc.		64,646		3,428,824
Genworth Financial Inc.–Class A(b)		297,141		3,506,264
Hartford Financial Services Group, Inc. (The)		111,936		3,313,305
Loews Corp.		73,318		3,259,718
				16,854,439
Multi-Sector Holdings–0.18%
Leucadia National Corp.		117,743		2,935,333
Multi-Utilities–2.69%
Ameren Corp.		95,851		3,240,722
CenterPoint Energy, Inc.		137,855		3,161,015
CMS Energy Corp.		119,290		3,164,764
Consolidated Edison, Inc.		56,529		3,178,626
Dominion Resources, Inc.		58,325		3,403,264
DTE Energy Co.		48,878		3,268,472
Integrys Energy Group, Inc.		56,854		3,179,276
NiSource Inc.		112,283		3,285,400
PG&E Corp.		72,360		2,992,810
Public Service Enterprise Group Inc.		100,170		3,247,511
SCANA Corp.		66,084		3,179,962
Sempra Energy		40,678		3,434,037
TECO Energy, Inc.		188,606		3,117,657
Wisconsin Energy Corp.		79,372		3,257,427
				45,110,943
Office Electronics–0.21%
Xerox Corp.		359,182		3,584,636
Office REIT’s–0.18%
Boston Properties, Inc.		29,689		3,043,122
Office Services & Supplies–0.22%
Pitney Bowes Inc.(d)		224,027		3,656,121

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

13                         Invesco Equally-Weighted S&P 500 Fund

	Shares		Value
Oil & Gas Drilling–1.16%
Diamond Offshore Drilling, Inc.(d)		48,667	$	3,116,148
Ensco PLC–Class A		56,276		3,126,694
Helmerich & Payne, Inc.		53,741		3,387,833
Nabors Industries Ltd.		205,570		3,165,778
Noble Corp.		87,044		3,238,037
Rowan Cos. PLC–Class A(b)		97,743		3,462,057
				19,496,547
Oil & Gas Equipment & Services–1.21%
Baker Hughes Inc.		71,009		3,301,209
Cameron International Corp.(b)		52,633		2,989,028
FMC Technologies, Inc.(b)		58,765		3,151,567
Halliburton Co.		76,136		3,654,528
National Oilwell Varco Inc.		46,974		3,490,168
Schlumberger Ltd.		45,649		3,694,830
				20,281,330
Oil & Gas Exploration & Production–3.53%
Anadarko Petroleum Corp.		37,957		3,470,029
Apache Corp.		38,502		3,298,851
Cabot Oil & Gas Corp.		94,004		3,678,377
Chesapeake Energy Corp.		158,054		4,079,374
ConocoPhillips		53,556		3,550,763
Denbury Resources Inc.(b)		183,420		3,171,332
Devon Energy Corp.		60,172		3,435,219
EOG Resources, Inc.		24,810		3,896,410
EQT Corp.		41,015		3,515,806
Marathon Oil Corp.		95,070		3,273,260
Newfield Exploration Co.(b)		145,268		3,460,284
Noble Energy, Inc.		56,442		3,467,232
Pioneer Natural Resources Co.		22,292		3,900,431
QEP Resources Inc.		111,669		3,050,797
Range Resources Corp.		44,548		3,340,209
Southwestern Energy Co.(b)		89,450		3,416,990
WPX Energy Inc.(b)		172,029		3,210,061
				59,215,425
Oil & Gas Refining & Marketing–0.69%
Marathon Petroleum Corp.		41,056		2,976,971
Phillips 66		51,223		2,924,833
Tesoro Corp.		57,182		2,635,518
Valero Energy Corp.		85,991		3,055,260
				11,592,582
Oil & Gas Storage & Transportation–0.59%
Kinder Morgan Inc.		85,073		3,226,819
Spectra Energy Corp.		95,181		3,151,443
Williams Cos., Inc. (The)		98,124		3,556,014
				9,934,276
Other Diversified Financial Services–0.59%
Bank of America Corp.		250,080		3,531,130
Citigroup Inc.		66,406		3,209,402
JPMorgan Chase & Co.		61,519		3,108,555
				9,849,087

	Shares		Value
Packaged Foods & Meats–2.33%
Campbell Soup Co.		72,974	$	3,151,017
ConAgra Foods, Inc.		95,879		3,242,628
General Mills, Inc.		66,312		3,270,508
Hershey Co. (The)		36,662		3,371,071
Hormel Foods Corp.		81,448		3,374,391
JM Smucker Co. (The)		31,729		3,367,716
Kellogg Co.		50,880		3,088,925
Kraft Foods Group, Inc.		58,702		3,039,002
McCormick & Co., Inc.		45,238		3,060,351
Mead Johnson Nutrition Co.		40,178		3,014,555
Mondelez International Inc.–Class A		109,646		3,362,843
Tyson Foods, Inc.–Class A		127,877		3,702,039
				39,045,046
Paper Packaging–0.81%
Avery Dennison Corp.		75,941		3,247,237
Bemis Co., Inc.		82,894		3,298,352
MeadWestvaco Corp.		91,504		3,280,419
Sealed Air Corp.		136,873		3,887,193
				13,713,201
Paper Products–0.20%
International Paper Co.		72,073		3,402,566
Personal Products–0.36%
Avon Products, Inc.		142,981		2,826,734
Estee Lauder Cos. Inc. (The)–Class A		47,778		3,122,770
				5,949,504
Pharmaceuticals–2.53%
AbbVie Inc.		75,643		3,223,148
Actavis Inc.(b)		25,848		3,494,133
Allergan, Inc.		32,316		2,856,088
Bristol-Myers Squibb Co.		69,840		2,911,630
Eli Lilly & Co.		62,796		3,227,714
Forest Laboratories, Inc.(b)		79,565		3,383,900
Hospira, Inc.(b)		90,191		3,520,155
Johnson & Johnson		38,493		3,326,180
Merck & Co., Inc.		68,165		3,223,523
Mylan Inc.(b)		103,174		3,646,169
Perrigo Co.		27,559		3,349,796
Pfizer Inc.		112,360		3,169,676
Zoetis Inc.		106,122		3,093,456
				42,425,568
Property & Casualty Insurance–1.54%
ACE Ltd.		36,911		3,237,833
Allstate Corp. (The)		69,736		3,341,749
Berkshire Hathaway Inc.–Class B(b)		28,630		3,184,229
Chubb Corp. (The)		37,873		3,149,897
Cincinnati Financial Corp.		70,778		3,233,139
Progressive Corp. (The)		132,329		3,317,488
Travelers Cos., Inc. (The)		39,786		3,178,901
XL Group PLC		105,233		3,110,688
				25,753,924

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

14                         Invesco Equally-Weighted S&P 500 Fund

	Shares		Value
Publishing–0.58%
Gannett Co., Inc.		130,794	$	3,150,827
News Corp.–Class A(b)		179,835		2,823,410
Washington Post Co. (The)–Class B		6,747		3,805,308
				9,779,545
Railroads–0.75%
CSX Corp.		131,056		3,225,288
Kansas City Southern		29,552		3,115,372
Norfolk Southern Corp.		42,910		3,096,386
Union Pacific Corp.		20,815		3,195,935
				12,632,981
Real Estate Services–0.19%
CBRE Group, Inc.–Class A(b)		144,179		3,153,195
Regional Banks–1.85%
BB&T Corp.		99,711		3,386,186
Fifth Third Bancorp		178,512		3,264,984
Huntington Bancshares Inc.		434,071		3,576,745
KeyCorp		313,982		3,664,170
M&T Bank Corp.(d)		31,884		3,613,732
PNC Financial Services Group, Inc.		46,035		3,326,949
Regions Financial Corp.		363,982		3,421,431
SunTrust Banks, Inc.		105,132		3,366,327
Zions Bancorp.		121,237		3,390,999
				31,011,523
Research & Consulting Services–0.57%
Dun & Bradstreet Corp. (The)(d)		33,095		3,292,291
Equifax Inc.		53,759		3,176,619
Nielsen Holdings N.V.		89,940		3,102,930
				9,571,840
Residential REIT’s–0.54%
Apartment Investment & Management Co.–Class A		112,981		3,110,367
AvalonBay Communities, Inc.		24,284		3,008,788
Equity Residential		58,014		3,010,346
				9,129,501
Restaurants–0.98%
Chipotle Mexican Grill, Inc.(b)		8,878		3,623,733
Darden Restaurants, Inc.		62,210		2,874,724
McDonald’s Corp.		33,209		3,133,601
Starbucks Corp.		49,824		3,513,589
Yum! Brands, Inc.		45,964		3,218,399
				16,364,046
Retail REIT’s–0.52%
Kimco Realty Corp.		148,502		2,974,495
Macerich Co. (The)		52,507		2,955,094
Simon Property Group, Inc.		19,683		2,866,435
				8,796,024
Security & Alarm Services–0.39%
ADT Corp. (The)		82,936		3,303,341
Tyco International Ltd.		98,124		3,242,017
				6,545,358

	Shares		Value
Semiconductor Equipment–0.75%
Applied Materials, Inc.		212,106	$	3,183,711
KLA-Tencor Corp.		58,681		3,236,257
Lam Research Corp.(b)		69,425		3,240,065
Teradyne, Inc.(b)(d)		188,497		2,893,429
				12,553,462
Semiconductors–2.50%
Advanced Micro Devices, Inc.(b)(d)		829,584		2,712,740
Altera Corp.		101,225		3,560,083
Analog Devices, Inc.		72,715		3,365,250
Broadcom Corp.–Class A		96,730		2,443,400
First Solar, Inc.(b)		73,105		2,684,416
Intel Corp.(e)		131,161		2,882,919
Linear Technology Corp.		89,819		3,442,762
LSI Corp.		447,135		3,313,270
Microchip Technology Inc.(d)		88,243		3,424,711
Micron Technology, Inc.(b)		256,157		3,476,050
NVIDIA Corp.		227,774		3,359,666
Texas Instruments Inc.		92,123		3,519,099
Xilinx, Inc.		84,067		3,650,189
				41,834,555
Soft Drinks–0.95%
Coca-Cola Co. (The)		81,024		3,093,496
Coca-Cola Enterprises, Inc.		90,440		3,382,456
Dr. Pepper Snapple Group, Inc.		69,647		3,117,400
Monster Beverage Corp.(b)		55,156		3,165,403
PepsiCo, Inc.		39,796		3,172,935
				15,931,690
Specialized Consumer Services–0.19%
H&R Block, Inc.		114,165		3,186,345
Specialized Finance–1.18%
CME Group Inc.		43,996		3,128,556
IntercontinentalExchange Inc.(b)		18,876		3,392,961
McGraw Hill Financial, Inc.		59,721		3,485,915
Moody’s Corp.		52,549		3,340,014
NASDAQ OMX Group, Inc. (The)		100,262		2,993,823
NYSE Euronext		80,744		3,375,099
				19,716,368
Specialized REIT’s–1.46%
American Tower Corp.		42,266		2,937,064
HCP, Inc.		71,132		2,897,206
Health Care REIT, Inc.		48,515		2,980,762
Host Hotels & Resorts Inc.		189,811		3,232,481
Plum Creek Timber Co., Inc.		69,131		3,063,195
Public Storage		21,531		3,287,138
Ventas, Inc.		46,407		2,889,300
Weyerhaeuser Co.		115,537		3,163,403
				24,450,549
Specialty Chemicals–0.79%
Ecolab Inc.		38,896		3,553,150
International Flavors & Fragrances Inc.		41,652		3,290,924

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

15                         Invesco Equally-Weighted S&P 500 Fund

	Shares		Value
Specialty Chemicals–(continued)
Sherwin-Williams Co. (The)		17,851	$	3,077,512
Sigma-Aldrich Corp.		40,114		3,308,202
				13,229,788
Specialty Stores–0.57%
PetSmart, Inc.		47,212		3,325,141
Staples, Inc.		203,775		2,834,511
Tiffany & Co.		43,302		3,339,017
				9,498,669
Steel–0.81%
Allegheny Technologies, Inc.		118,211		3,157,416
Cliffs Natural Resources Inc.(d)		184,247		3,845,235
Nucor Corp.		73,121		3,326,274
United States Steel Corp.(d)		182,702		3,270,366
				13,599,291
Systems Software–1.21%
BMC Software, Inc.(b)		72,457		3,333,022
CA, Inc.		115,660		3,383,055
Microsoft Corp.		95,015		3,173,501
Oracle Corp.		96,788		3,083,666
Red Hat, Inc.(b)		71,350		3,604,602
Symantec Corp.		146,178		3,743,618
				20,321,464
Thrifts & Mortgage Finance–0.42%
Hudson City Bancorp, Inc.		394,277		3,623,405
People’s United Financial Inc.		237,540		3,377,819
				7,001,224
Tires & Rubber–0.26%
Goodyear Tire & Rubber Co. (The)(b)		213,491		4,295,439
Tobacco–0.74%
Altria Group, Inc.		91,864		3,112,352
Lorillard, Inc.		74,471		3,150,123

	Shares		Value
Tobacco–(continued)
Philip Morris International Inc.		35,480	$	2,960,451
Reynolds American Inc.		67,504		3,215,216
				12,438,142
Trading Companies & Distributors–0.37%
Fastenal Co.		68,537		3,014,942
W.W. Grainger, Inc.		12,848		3,177,953
				6,192,895
Trucking–0.17%
Ryder System, Inc.		52,642		2,927,422
Wireless Telecommunication Services–0.19%
Crown Castle International Corp.(b)		46,467		3,225,739
Total Common Stocks & Other Equity Interests (Cost $901,847,446)				1,656,357,534
Money Market Funds–0.95%
Liquid Assets Portfolio–Institutional Class(f)		7,909,518		7,909,518
Premier Portfolio–Institutional Class(f)		7,909,518		7,909,518
Total Money Market Funds (Cost $15,819,036)				15,819,036
TOTAL INVESTMENTS (excluding investments purchased with cash collateral from securities on loan)–99.78% (Cost $917,666,482)				1,672,176,570
Investments Purchased with Cash Collateral from Securities on Loan
Money Market Funds–2.13%
Liquid Assets Portfolio–Institutional Class (Cost $35,775,853)(f)(g)		35,775,853		35,775,853
TOTAL INVESTMENTS–101.91% (Cost $953,442,335)				1,707,952,423
OTHER ASSETS LESS LIABILITIES–(1.91)%				(32,032,740	)
NET ASSETS–100.00%			$	1,675,919,683

Investment Abbreviations:

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 Fund’s Adviser is a subsidiary of Invesco Ltd. and therefore, Invesco Ltd. is considered to be affiliated with the Fund. See Note 5.

^(d)  All or a portion of this security was out on loan at August 31, 2013.

^(e)  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.

^(f)  The money market fund and the Fund are affiliated by having the same investment adviser.

^(g)  The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 1I.

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

16                         Invesco Equally-Weighted S&P 500 Fund

Statement of Assets and Liabilities

August 31, 2013

Assets:
Investments, at value (Cost $900,087,974)*	$	1,653,397,161
Investments in affiliates (Cost $53,354,361)		54,555,262
Total investments, at value (Cost $953,442,335)		1,707,952,423
Receivable for:
Fund shares sold		4,503,124
Dividends		2,912,299
Investment for trustee deferred compensation and retirement plans		20,910
Other assets		63,271
Total assets		1,715,452,027
Liabilities:
Payable for:
Fund shares reacquired		2,053,069
Collateral upon return of securities loaned		35,775,853
Variation margin		57,162
Accrued fees to affiliates		1,065,747
Accrued trustees’ and officers’ fees and benefits		6,673
Accrued other operating expenses		416,064
Trustee deferred compensation and retirement plans		157,776
Total liabilities		39,532,344
Net assets applicable to shares outstanding	$	1,675,919,683
Net assets consist of:
Shares of beneficial interest	$	905,498,872
Undistributed net investment income		12,133,943
Undistributed net realized gain		3,959,571
Unrealized appreciation		754,327,297
	$	1,675,919,683

Net Assets:
Class A	$	999,729,543
Class B	$	22,925,067
Class C	$	141,985,524
Class R	$	29,320,354
Class Y	$	481,947,644
Class R6	$	11,551
Shares outstanding, $0.01 par value per share, with an unlimited number of shares authorized:
Class A		24,950,478
Class B		573,014
Class C		3,663,836
Class R		733,914
Class Y		11,936,607
Class R6		286
Class A:
Net asset value per share	$	40.07
Maximum offering price per share
(Net asset value of $40.07 ¸ 94.50%)	$	42.40
Class B:
Net asset value and offering price per share	$	40.01
Class C:
Net asset value and offering price per share	$	38.75
Class R:
Net asset value and offering price per share	$	39.95
Class Y:
Net asset value and offering price per share	$	40.38
Class R6:
Net asset value and offering price per share	$	40.39

* At August 31, 2013, securities with an aggregate value of $34,911,554 were on loan to brokers.

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

17                         Invesco Equally-Weighted S&P 500 Fund

Statement of Operations

For the year ended August 31, 2013

Investment income:
Dividends (net of foreign withholding taxes of $22,753)	$	28,162,533
Dividends from affiliates (includes securities lending income of $282,124)		376,811
Total investment income		28,539,344
Expenses:
Advisory fees		1,671,960
Administrative services fees		345,144
Custodian fees		70,040
Distribution fees:
Class A		2,130,182
Class B		322,824
Class C		1,011,042
Class R		89,896
Transfer agent fees — A,B,C,R, & Y		1,647,447
Transfer agent fees — R6		8
Trustees’ and officers’ fees and benefits		69,807
Other		663,510
Total expenses		8,021,860
Less: Fees waived and expense offset arrangement(s)		(26,440	)
Net expenses		7,995,420
Net investment income		20,543,924
Realized and unrealized gain from:
Net realized gain from:
Investment securities		38,566,055
Futures contracts		2,623,651
		41,189,706
Change in net unrealized appreciation (depreciation) of:
Investment securities		233,280,176
Futures contracts		(338,758	)
		232,941,418
Net realized and unrealized gain		274,131,124
Net increase in net assets resulting from operations	$	294,675,048

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

18                         Invesco Equally-Weighted S&P 500 Fund

Statement of Changes in Net Assets

For the years ended August 31, 2013 and 2012

	2013			2012
Operations:
Net investment income	$	20,543,924		$	13,805,766
Net realized gain		41,189,706			51,147,573
Change in net unrealized appreciation		232,941,418			71,326,622
Net increase in net assets resulting from operations		294,675,048			136,279,961
Distributions to shareholders from net investment income:
Class A		(11,160,240	)		(11,216,679	)
Class B		(254,363	)		(345,338	)
Class C		(631,218	)		(365,417	)
Class R		(152,295	)		(19,599	)
Class Y		(5,410,532	)		(4,510,536	)
Class R6		(170	)		—
Total distributions from net investment income		(17,608,818	)		(16,457,569	)
Distributions to shareholders from net realized gains:
Class A		(18,393,200	)		—
Class B		(869,049	)		—
Class C		(2,156,598	)		—
Class R		(301,636	)		—
Class Y		(7,685,801	)		—
Class R6		(240	)		—
Total distributions from net realized gains		(29,406,524	)		—
Share transactions–net:
Class A		115,974,489			15,259,422
Class B		(25,161,061	)		(42,838,095	)
Class C		47,119,734			1,457,548
Class R		17,285,208			7,253,744
Class Y		103,991,172			103,884,907
Class R6		9,805			—
Net increase in net assets resulting from share transactions		259,219,347			85,017,526
Net increase in net assets		506,879,053			204,839,918
Net assets:
Beginning of year		1,169,040,630			964,200,712
End of year (includes undistributed net investment income of $12,133,943 and $9,153,063, respectively)	$	1,675,919,683		$	1,169,040,630

Notes to Financial Statements

August 31, 2013

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) (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 twelve 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 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 six different classes of shares: Class A, Class B, Class C, Class R, Class Y and Class R6. On September 24, 2012, the Fund began offering Class R6 shares. 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 Class R6 shares are sold at net asset value. Effective November 30, 2010, new or additional investments in Class B shares are no longer permitted. Existing shareholders of Class B shares may continue to reinvest dividends and capital gains distributions in Class B shares until they

19                         Invesco Equally-Weighted S&P 500 Fund

convert to Class A shares. 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 to Class A shares. 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. Redemption of Class B shares prior to the conversion date will be subject to a CDSC.

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 (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the 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 the Adviser determines 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’ prices 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 economic 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 became 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 net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s 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

20                         Invesco Equally-Weighted S&P 500 Fund

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 declared and paid annually and recorded on the 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 of 1986, as amended (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 Class R6 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 the 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 affiliated money market funds 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. 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 designated 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. This practice does not apply to securities pledged as collateral for securities lending transactions.

21                         Invesco Equally-Weighted S&P 500 Fund

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 Daily Net Assets	Rate
First $2 billion		0.12%
Over $2 billion		0.10%

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 Canada 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(s) 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 June 30, 2014, to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual fund operating expenses and/or reimbursement (excluding certain items discussed below) of Class A, Class B, Class C, Class R, Class Y and Class R6 shares to 2.00%, 2.75%, 2.75%, 2.25%, 1.75% and 1.75% 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 fund operating expenses and/or reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; 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, 2014. 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, 2014, 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, 2013, the Adviser waived advisory fees of $25,711.

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, 2013, 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, 2013, the expenses incurred under the agreement 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.

For the year ended August 31, 2013, 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 year ended August 31, 2013, IDI advised the Fund that IDI retained $158,939 in front-end sales commissions from the sale of Class A shares and $165, $11,655 and $7,608 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 the Adviser, 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.

22                         Invesco Equally-Weighted S&P 500 Fund

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, 2013. 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	$	1,707,952,423		$	—	$	—	$	1,707,952,423
Futures*		(182,791	)		—		—		(182,791	)
Total Investments	$	1,707,769,632		$	—	$	—	$	1,707,769,632

* Unrealized appreciation (depreciation).

NOTE 4—Derivative Investments

Value of Derivative Investments at Period-End

The table below summarizes the value of the Fund’s derivative investments, detailed by primary risk exposure, held as of August 31, 2013:

	Value
Risk Exposure/Derivative Type	Assets		Liabilities
Market Risk
Futures contracts(a)	$	—	$	(182,791	)

^(a)  Includes cumulative appreciation (depreciation) of futures contracts. Only current day’s variation margin receivable (payable) is reported within the Statement of Assets and Liabilities.

Effect of Derivative Investments for the year ended August 31, 2013

The table below summarizes the gains (losses) on derivative investments, detailed by primary risk exposure, recognized in earnings during the period:

	Location of Gain (Loss) on Statement of Operations
	Futures*
Realized Gain
Equity risk	$	2,623,651
Change in Unrealized Appreciation (Depreciation)
Equity risk	$	(338,758	)
Total	$	2,284,893

* The average notional value of futures contracts outstanding during the period was $17,233,268.

Open Futures Contracts
Long Contracts	Number of Contracts		Expiration Month		Notional Value		Unrealized Appreciation (Depreciation)
E-Mini S&P 500		227		September-2013	$	18,515,255	$	(182,791	)

NOTE 5—Investments in Affiliates

The Fund’s Adviser is a subsidiary of Invesco Ltd. and therefore, Invesco Ltd. is considered to be affiliated with the Fund. The following is a summary of the transactions in and earnings from investments in Invesco Ltd. for the year ended August 31, 2013.

	Value 08/31/12		Purchases at Cost		Proceeds from Sales			Change in Unrealized Appreciation		Realized Gain		Value 08/31/13		Dividend Income
Invesco Ltd.	$	2,262,766	$	503,603	$	(461,159	)	$	603,167	$	51,996	$	2,960,373	$	77,526

NOTE 6—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, 2013, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $729.

23                         Invesco Equally-Weighted S&P 500 Fund

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 State Street Bank and Trust Company, the custodian bank. Such balances, if any at period end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. 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 9—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Years Ended August 31, 2013 and 2012:

	2013		2012
Ordinary income	$	19,912,458	$	16,457,569
Long-term capital gain		27,102,884		—
Total distributions	$	47,015,342	$	16,457,569

Tax Components of Net Assets at Period-End:

	2013
Undistributed ordinary income	$	24,128,031
Undistributed long-term gain		24,099,712
Net unrealized appreciation — investments		722,347,979
Temporary book/tax differences		(154,911	)
Shares of beneficial interest		905,498,872
Total net assets	$	1,675,919,683

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 Trust to utilize. The Regulated Investment Company Modernization Act of 2010 eliminated the eight-year carryover period for capital losses that arise in taxable years beginning after its enactment date of December 22, 2010. Consequently, these capital losses can be carried forward for an unlimited period. However, capital losses with an expiration period may not be used to offset capital gains until all net capital losses without an expiration date have been utilized. Additionally, post-enactment capital loss carryovers will retain their character as either short-term or long-term capital losses instead of as short-term capital losses as under prior law. 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 does not have a capital loss carryforward as of August 31, 2013.

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 year ended August 31, 2013 was $485,411,369 and $252,836,288, 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	$	733,436,127
Aggregate unrealized (depreciation) of investment securities		(11,088,148	)
Net unrealized appreciation of investment securities	$	722,347,979

Cost of investments for tax purposes is $985,604,444.

24                         Invesco Equally-Weighted S&P 500 Fund

NOTE 11—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of real estate investment trusts distributions, on August 31, 2013, undistributed net investment income was increased by $45,774, undistributed net realized gain was decrease by $45,774. This reclassification had no effect on the net assets of the Fund.

NOTE 12—Share Information

	Summary of Share Activity
	Years ended August 31,
	2013(a)						2012
	Shares			Amount			Shares			Amount
Sold:
Class A		6,938,918		$	263,020,016			3,958,683		$	123,974,664
Class B		65,896			2,465,090			39,680			1,248,979
Class C		1,723,158			63,962,776			525,225			16,022,658
Class R		629,268			23,479,568			247,288			7,832,303
Class Y		4,878,656			185,994,372			4,809,146			151,977,766
Class R6(b)		286			9,805			—			—
Issued as reinvestment of dividends:
Class A		788,153			26,190,326			326,598			9,824,076
Class B		30,790			1,027,145			10,380			313,479
Class C		75,170			2,568,785			11,417			334,292
Class R		13,660			453,388			648			19,471
Class Y		353,324			11,808,079			133,786			4,047,035
Automatic conversion of Class B shares to Class A shares:
Class A		639,095			23,292,837			1,024,779			32,654,725
Class B		(638,871	)		(23,292,837	)		(1,025,555	)		(32,654,725	)
Reacquired:
Class A		(5,290,801	)		(196,528,690	)		(4,830,637	)		(151,194,043	)
Class B		(148,389	)		(5,360,459	)		(376,796	)		(11,745,828	)
Class C		(537,590	)		(19,411,827	)		(486,834	)		(14,899,402	)
Class R		(176,971	)		(6,647,748	)		(19,491	)		(598,030	)
Class Y		(2,498,828	)		(93,811,279	)		(1,648,309	)		(52,139,894	)
Net increase in share activity		6,844,924		$	259,219,347			2,700,008		$	85,017,526

^(a)  There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 54% 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 Fund 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 September 24, 2012.

25                         Invesco Equally-Weighted S&P 500 Fund

NOTE 13—Financial Highlights

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

	Net asset value, beginning of period		Net investment income(a)		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends from net investment income			Distributions from net realized gains			Total distributions			Net asset value, end of period		Total return(b)			Net assets, end of period (000’s omitted)		Ratio of expenses to average net assets with fee waivers and/or expenses absorbed			Ratio of expenses to average net assets without fee waivers and/or expenses absorbed			Ratio of net investment income to average net assets			Portfolio turnover(c)
Class A
Year ended 08/31/13	$	33.40	$	0.55	$	7.47		$	8.02		$	(0.51	)	$	(0.84	)	$	(1.35	)	$	40.07		24.83	%	$	999,730		0.57	%(d)		0.57	%(d)		1.48	%(d)		18	%
Year ended 08/31/12		29.89		0.42		3.61			4.03			(0.52	)		—			(0.52	)		33.40		13.66			730,648		0.60			0.60			1.34			27
Year ended 08/31/11		25.26		0.39		4.65			5.04			(0.41	)		—			(0.41	)		29.89		19.91			639,478		0.56			0.56			1.26			22
Two months ended 08/31/10		24.74		0.08		0.44			0.52			—			—			—			25.26		2.10			556,910		0.65	(e)		0.65	(e)		1.81	(e)		0
Year ended 06/30/10		20.14		0.30		4.56			4.86			(0.26	)		—			(0.26	)		24.74		24.08			552,673		0.64			0.64			1.17			24
Year ended 06/30/09		33.39		0.37		(9.39	)		(9.02	)		(0.46	)		(3.77	)		(4.23	)		20.14		(24.61	)		486,937		0.75	(f)		0.75	(f)		1.62	(f)		39
Class B
Year ended 08/31/13		33.34		0.27		7.49			7.76			(0.25	)		(0.84	)		(1.09	)		40.01		23.90			22,925		1.32	(d)		1.32	(d)		0.73	(d)		18
Year ended 08/31/12		29.70		0.18		3.61			3.79			(0.15	)		—			(0.15	)		33.34		12.82			42,131		1.35			1.35			0.59			27
Year ended 08/31/11		25.05		0.16		4.60			4.76			(0.11	)		—			(0.11	)		29.70		18.98			77,702		1.31			1.31			0.51			22
Two months ended 08/31/10		24.56		0.05		0.44			0.49			—			—			—			25.05		2.00			110,367		1.40	(e)		1.40	(e)		1.06	(e)		0
Year ended 06/30/10		20.08		0.10		4.54			4.64			(0.16	)		—			(0.16	)		24.56		23.09			118,559		1.39			1.39			0.42			24
Year ended 06/30/09		33.02		0.20		(9.22	)		(9.02	)		(0.15	)		(3.77	)		(3.92	)		20.08		(25.14	)		155,328		1.50	(f)		1.50	(f)		0.87	(f)		39
Class C
Year ended 08/31/13		32.33		0.26		7.24			7.50			(0.24	)		(0.84	)		(1.08	)		38.75		23.88			141,986		1.32	(d)		1.32	(d)		0.73	(d)		18
Year ended 08/31/12		28.81		0.18		3.49			3.67			(0.15	)		—			(0.15	)		32.33		12.80			77,691		1.35			1.35			0.59			27
Year ended 08/31/11		24.29		0.16		4.47			4.63			(0.11	)		—			(0.11	)		28.81		19.04			67,788		1.31			1.31			0.51			22
Two months ended 08/31/10		23.82		0.04		0.43			0.47			—			—			—			24.29		1.97			55,797		1.40	(e)		1.40	(e)		1.06	(e)		0
Year ended 06/30/10		19.49		0.10		4.42			4.52			(0.19	)		—			(0.19	)		23.82		23.15			56,462		1.39			1.39			0.42			24
Year ended 06/30/09		32.33		0.19		(9.06	)		(8.87	)		(0.20	)		(3.77	)		(3.97	)		19.49		(25.17	)		51,534		1.50	(f)		1.50	(f)		0.87	(f)		39
Class R
Year ended 08/31/13		33.31		0.46		7.44			7.90			(0.42	)		(0.84	)		(1.26	)		39.95		24.48			29,320		0.82	(d)		0.82	(d)		1.23	(d)		18
Year ended 08/31/12		29.77		0.35		3.59			3.94			(0.40	)		—			(0.40	)		33.31		13.36			8,924		0.85			0.85			1.09			27
Year ended 08/31/11		25.14		0.31		4.63			4.94			(0.31	)		—			(0.31	)		29.77		19.62			1,176		0.81			0.81			1.01			22
Two months ended 08/31/10		24.63		0.07		0.44			0.51			—			—			—			25.14		2.07			205		0.90	(e)		0.90	(e)		1.56	(e)		0
Year ended 06/30/10		20.10		0.23		4.56			4.79			(0.26	)		—			(0.26	)		24.63		23.78			208		0.89			0.89			0.92			24
Year ended 06/30/09		33.36		0.30		(9.35	)		(9.05	)		(0.44	)		(3.77	)		(4.21	)		20.10		(24.78	)		73		1.00	(f)		1.00	(f)		1.37	(f)		39
Class Y
Year ended 08/31/13		33.64		0.65		7.52			8.17			(0.59	)		(0.84	)		(1.43	)		40.38		25.16			481,948		0.32	(d)		0.32	(d)		1.73	(d)		18
Year ended 08/31/12		30.13		0.50		3.63			4.13			(0.62	)		—			(0.62	)		33.64		13.94			309,645		0.35			0.35			1.59			27
Year ended 08/31/11		25.47		0.47		4.68			5.15			(0.49	)		—			(0.49	)		30.13		20.19			178,056		0.31			0.31			1.51			22
Two months ended 08/31/10		24.94		0.09		0.44			0.53			—			—			—			25.47		2.12			155,551		0.40	(e)		0.40	(e)		2.06	(e)		0
Year ended 06/30/10		20.27		0.36		4.59			4.95			(0.28	)		—			(0.28	)		24.94		24.39			151,901		0.39			0.39			1.42			24
Year ended 06/30/09		33.62		0.43		(9.46	)		(9.03	)		(0.55	)		(3.77	)		(4.32	)		20.27		(24.41	)		148,051		0.50	(f)		0.50	(f)		1.87	(f)		39
Class R6
Year ended 08/31/13(g)		34.93		0.62		6.27			6.89			(0.59	)		(0.84	)		(1.43	)		40.39		20.58			12		0.27	(d)		0.27	(d)		1.78	(d)		18

^(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. Total returns are 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 $856,715, $32,282, $101,104, $17,979, $385,209 and $11 for Class A, Class B, Class C, Class R, Class Y and Class R6 shares, respectively.

^(e)  Annualized.

^(f)  The ratios reflect the rebate of certain Fund expenses in connection with investments in a Morgan Stanley affiliate during the period. The effect of the rebate on the ratios is less than 0.005%.

^(g)  Commencement date of September 24, 2012.

26                         Invesco Equally-Weighted S&P 500 Fund

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, 2013, 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 three years in the period then ended, the two month 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, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The financial highlights of the Fund for the period ended June 30, 2009 was audited by another independent registered public accounting firm whose report dated August 24, 2009 expressed an unqualified opinion on such financial statement.

PRICEWATERHOUSECOOPERS LLP

October 25, 2013

Houston, Texas

27                         Invesco Equally-Weighted S&P 500 Fund

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, 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, 2013 through August 31, 2013.

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 or contingent deferred sales charges on redemptions, 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.

Class	Beginning Account Value (03/01/13)		ACTUAL				HYPOTHETICAL (5% annual return before expenses)				Annualized Expense Ratio
			Ending Account Value (08/31/13)1		Expenses Paid During Period2		Ending Account Value (08/31/13)		Expenses Paid During Period 2
A	$	1,000.00	$	1,102.00	$	3.01	$	1,022.27	$	2.90		0.57	%
B		1,000.00		1,098.00		6.96		1,018.50		6.70		1.32
C		1,000.00		1,097.70		6.96		1,018.50		6.70		1.32
R		1,000.00		1,100.50		4.33		1,021.01		4.17		0.82
Y		1,000.00		1,103.60		1.69		1,023.53		1.63		0.32
R6		1,000.00		1,103.50		1.43		1,023.78		1.37		0.27

¹  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2013 through August 31, 2013, 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.

28                         Invesco Equally-Weighted S&P 500 Fund

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 Invesco Equally-Weighted S&P 500 Fund’s (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 Canada Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 17-19, 2013, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% 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, 2013. The Board determined that the continuation of the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers under the agreements is fair and reasonable.

The Board’s Fund Evaluation Process

The Board’s Investments Committee has established three Sub-Committees, each of which is primarily responsible for overseeing the management of a number of the funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet throughout the year to review the performance of their assigned Invesco 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 Invesco Funds and other members of management to review the performance, investment objective(s), policies, strategies, limitations and investment risks 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 their assigned Invesco Funds. Each Sub-Committee recommends to the Investments Committee, which in turn recommends to the full Board, whether and on what terms 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 Invesco Advisers and Lipper Inc. (Lipper), an independent provider of investment company

data. The Trustees also receive an independent written evaluation from the Senior Officer. The Senior Officer’s evaluation 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 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. In addition to meetings with Invesco Advisers and fund counsel, the independent Trustees also discuss the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.

In evaluating the fairness and reasonableness of compensation under the Fund’s investment advisory agreement and sub-advisory contracts, the Board considered, among other things, the factors discussed below. The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation between the Trustees and Invesco Advisers as well as advisory fees previously approved by different predecessor boards. 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 Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee.

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 19, 2013, 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, including the Fund’s portfolio manager or managers, with whom the Sub-Committees met during the year. The Board’s review of the qualifications of Invesco Advisers to provide advisory services included the Board’s consideration of Invesco Advisers’ investment process oversight, independent credit analysis and investment risk management.

In determining whether to continue the Fund’s investment advisory agreement, the Board considered the benefits of reapproving an existing relationship and the greater uncertainty that may be associated with entering into a new relationship. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds such as various back office support functions, equity and fixed income trading operations, internal audit, distribution and legal and compliance. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s investment advisory agreement.

The Board reviewed the services that may be 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 noted that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Affiliated Sub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. 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. The Board concluded that the nature, extent and quality of the services that may be provided by the Affiliated Sub-Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s sub-advisory contracts.

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 funds in the Lipper performance universe and against the Lipper Multi-Cap Core Funds Index. The Board noted

29                         Invesco Equally-Weighted S&P 500 Fund

that performance of Class A shares of the Fund was in the second quintile of the performance universe for the one year period and the first quintile for the 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 performance of Class A shares of the Fund was above the performance of the Index for the one, three and five year periods. The Trustees also reviewed more recent Fund performance and this review did not change their conclusions.

C. Advisory and Sub-Advisory Fees

The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Lipper expense group at a common asset level. The Board noted that the contractual management fee rate for Class A shares of the Fund was below the median contractual management fee rate of funds in the expense group. The Board noted that the term “contractual management fee” may include both advisory and certain administrative services fees and that Invesco does not charge the Invesco Funds for the administrative services included in the term as defined by Lipper. The Board also reviewed the methodology used by Lipper in providing expense group information, which includes using each fund’s contractual management fee schedule (including any applicable breakpoints) as reported in the most recent prospectus or statement of additional information for each fund in the expense group.

The Board also compared the Fund’s effective advisory fee rate (the advisory fee rate after advisory fee waivers and before other expense limitations/waivers) to the effective advisory fee rates of other mutual funds advised by Invesco Advisers and its affiliates with investment strategies comparable to those of the Fund. The Board noted that the Fund’s effective advisory fee rate was the same as the effective advisory fee rate of one mutual fund with comparable investment strategies.

Other than the mutual fund described above, the Board noted that Invesco Advisers and its affiliates do not advise other funds or client accounts with investment strategies comparable to those of the Fund.

The Board also considered the services that may be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the fees payable by Invesco Advisers to the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board also noted that the sub-advisory fees are not paid directly by the Fund, but rather, are payable by Invesco Advisers to the Affiliated Sub-Advisers.

Based upon the information and considerations described above, the Board concluded that the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers is 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 economies of scale through contractual breakpoints in the Fund’s advisory fee schedule and was assisted in this review by a report from the Senior Officer. 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 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 for the year ended December 31, 2012. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board considered the profitability of Invesco Advisers in managing the Fund and the Invesco Funds. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its subsidiaries provide to the Invesco Funds. The Board noted that Invesco Advisers and its subsidiaries did not make a profit from managing the Fund as a result of expenses. The Board received and accepted information from Invesco Advisers demonstrating that 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.

F. Collateral Benefits to Invesco Advisers and its Affiliates

The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees received for their provision of transfer agency and distribution services to the Fund. The Board considered comparative information regarding fees charged for these services, including information provided by Lipper and other independent sources. The Board considered the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed 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; that the services are required for the operation of the Fund; that Invesco Advisers and its affiliates can provide services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and that the fees for such services are fair and reasonable in light of the usual and customary charges by others for services of the same nature and quality.

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 services from Invesco Advisers and the Affiliated Sub-Advisers to the Invesco Funds and that the research received may be used with other clients of Invesco Advisers and may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board also considered periodic reports from the Chief Compliance Officer of the Invesco Funds demonstrating that these arrangements are consistent with regulatory requirements. The Board did not deem the soft dollar arrangements to be inappropriate.

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 receives advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through varying periods the advisory fees payable by the Invesco Funds. The waiver is 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.

The Board also considered use of an affiliated broker to execute certain trades for the Fund to among other things, control information leakage, and were advised that such trades are executed in compliance with rules under the Investment Company Act of 1940, as amended.

30                         Invesco Equally-Weighted S&P 500 Fund

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, 2013:

Federal and State Income Tax
Long-Term Capital Gain Distributions	$	27,102,884
Qualified Dividend Income*		85.55	%
Corporate Dividends Received Deduction*		83.75	%

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

31                         Invesco Equally-Weighted S&P 500 Fund

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 1000, 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.

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
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 Formerly: Chairman and Chief Executive Officer, 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)	117	None
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, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent); 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 Corporate Class Inc. (corporate mutual fund company) and Invesco Canada Fund Inc. (corporate mutual fund company); Director, Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); 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); Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, Chief Executive Officer and President, Van Kampen Exchange Corp. Formerly: Director and Chairman, Van Kampen Investor Services Inc.: Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); and Van Kampen Investments Inc.; Director and President, AIM GP Canada Inc. (general partner for limited partnerships); and Van Kampen Advisors, Inc.; Director and Chief Executive Officer, Invesco Trimark Dealer Inc. (registered broker dealer); 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.	117	None
Wayne W. 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 certain funds in the Fund Complex	130	Director of the Mutual Fund Directors Forum, a nonprofit membership organization for investment directors; Chairman and Director of the Abraham Lincoln Presidential Library Foundation; and Director of the Stevenson Center for Democracy

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 Invesco Fund Complex because he and his firm currently provide legal services as legal counsel to such Funds.

T-1                         Invesco Equally-Weighted S&P 500 Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Independent Trustees
Bruce L. Crockett — 1944 Trustee and Chair	2003	Chairman, Crockett Technologies Associates (technology consulting company) Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)	117	ACE Limited (insurance company); Investment Company Institute
David C. Arch — 1945 Trustee	2010	Chairman and Chief Executive Officer of Blistex Inc., (consumer health care products manufacturer) Formerly: Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago	130	Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan
Frank S. Bayley — 1939 Trustee	2003	Retired Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and General Partner and Of Counsel, law firm of Baker & McKenzie, LLP	117	Director and Chairman, C.D. Stimson Company (a real estate investment company); Trustee and Overseer, The Curtis Institute of Music
James T. Bunch — 1942 Trustee	2000	Managing Member, Grumman Hill Group LLC (family office private equity management) Formerly: Founder, Green, Manning & Bunch Ltd. (investment banking firm)(1988-2010); Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation	117	Chairman, Board of Governors, Western Golf Association; Chairman-elect, Evans Scholars Foundation; and Director, Denver Film Society
Rodney F. Dammeyer — 1940 Trustee	2010	Chairman of CAC, LLC, (private company offering capital investment and management advisory services) Formerly: Prior to 2001, Managing Partner at Equity Group Corporate Investments; Prior to 1995, Chief Executive Officer of Itel Corporation (formerly Anixter International); 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.; From 1987 to 2010, Director/Trustee of investment companies in the Van Kampen Funds complex	117	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.
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)	117	Director of Nature’s Sunshine Products, Inc.
Jack M. Fields — 1952 Trustee	2003	Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); Owner and Chief Executive Officer, Dos Angeles Ranch, L.P. (cattle, hunting, corporate entertainment); and Discovery Global Education Fund (non-profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives	117	Insperity, Inc. (formerly known as Administaff)
Prema Mathai-Davis — 1950 Trustee	2003	Retired Formerly: Chief Executive Officer, YWCA of the U.S.A.	117	None
Larry Soll — 1942 Trustee	1997	Retired Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)	117	None
Hugo F. Sonnenschein — 1940 Trustee	2010	Distinguished Service Professor and President Emeritus of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago Formerly: President of the University of Chicago	130	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

T-2                         Invesco Equally-Weighted S&P 500 Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Independent Trustees—(continued)
Raymond Stickel, Jr. — 1944 Trustee	2005	Retired Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche	117	None
Other Officers
Russell C. Burk — 1958 Senior Vice President and Senior Officer	2005	Senior Vice President and Senior Officer, The 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.) 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, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, 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 and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Aim Advisers, Inc. and Van Kampen Investments 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
Karen Dunn Kelley — 1960 Vice President	2003	Head of Invesco’s World Wide Fixed Income and Cash Management Group; Director, Co-President, Co-Chief Executive Officer, and Co-Chairman, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Chairman, Invesco Senior Secured Management, Inc.; Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Invesco Mortgage Capital Inc., and Invesco Management Company Limited; Director and President, INVESCO Asset Management (Bermuda) Ltd., Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); and 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: Director, INVESCO Global Asset Management Limited and INVESCO Management S.A.; Senior Vice President, Van Kampen Investments Inc. and Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); 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

T-3                         Invesco Equally-Weighted S&P 500 Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Other Officers—(continued)
Sheri Morris — 1964 Vice President, Treasurer and Principal Financial Officer	2003	Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); and Vice President, 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: Vice President, Invesco Aim 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.; and Treasurer, 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	N/A	N/A
Crissie M. Wisdom — 1969 Anti-Money Laundering Compliance Officer	2013	Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser), Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.), Invesco Distributors, Inc., Invesco Investment Services, Inc., Invesco Management Group, Inc., Van Kampen Exchange Corp., The Invesco Funds, Invesco Funds (Chicago), and 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; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, 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.) 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; Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) and Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) Formerly: Chief Compliance Officer, Invesco Funds (Chicago); Senior Vice President, Van Kampen Investments Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment adviser), Invesco Global Asset Management (N.A.), Inc., Invesco Senior Secured Management, Inc. (registered investment adviser), Van Kampen Investor Services Inc., 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; and 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 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Investment Adviser Invesco Advisers, Inc. 1555 Peachtree Street, N.E. Atlanta, GA 30309	Distributor Invesco Distributors, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Auditors PricewaterhouseCoopers LLP 1201 Louisiana Street, Suite 2900 Houston, TX 77002-5678
Counsel to the Fund Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103-7018	Counsel to the Independent Trustees Goodwin Procter LLP 901 New York Avenue, N.W. Washington, D.C. 20001	Transfer Agent Invesco Investment Services, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Custodian State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110-2801

T-4                         Invesco Equally-Weighted S&P 500 Fund

Invesco mailing information

Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.

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 shown below.

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 most recent 12-month period ended June 30 is available at 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 US 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.

SEC file numbers: 811-09913 and 333-36074         MS-EWSP-AR-1                Invesco Distributors, Inc.

	Annual Report to Shareholders	August 31, 2013
	Invesco Equity and Income Fund Nasdaq: A: ACEIX  n  B: ACEQX  n  C: ACERX  n  R: ACESX  n  Y: ACETX  n  R5: ACEKX  n  R6: IEIFX

Letters to Shareholders

        Philip Taylor Dear Shareholders: Enclosed in this annual report, you’ll find information about your Fund and the factors that affected its performance during the reporting period. Inside, you’ll also find a discussion from your portfolio managers about how they managed your Fund, as well as performance data for your Fund, a complete list of your Fund’s investments as of the close of the reporting period and other important information. I hope you find this report of interest. During the reporting period covered by this report, major US equity indexes made multiyear or even all-time highs.¹ Economic data were generally positive; housing and consumer spending data were particularly encouraging. Nonetheless, economic uncertainty and concern about continuing political and budget gridlock in Washington persisted. The US Federal Reserve’s deliberate vagueness about when, and to what degree, it might begin to curtail its

extraordinarily accommodative monetary policies – together with uncertainty about who will next lead the central bank – affected fixed income and equity markets alike. Most developed, non-US stock markets remained positive for the first half of 2013, despite a difficult second quarter.

Periods of market volatility and economic uncertainty can weaken the will of even the most resolute investor. That’s why Invesco believes it’s often helpful to work with a skilled and trusted financial adviser who can emphasize the importance of adhering to an investment plan designed to achieve long-term goals rather than being sidetracked by short-term uncertainty that can result in inaction. A financial adviser who is familiar with your individual financial situation, investment goals and risk tolerance can be an invaluable partner as you work toward your financial goals. He or she can provide insight and perspective when markets are volatile; encouragement and reassurance when times are uncertain; and advice and guidance when your financial situation or investment goals change.

Our website, invesco.com/us, is another source of timely insight and information for investors. On the website, you’ll find fund-specific as well as more general information from many of Invesco’s investment professionals. You’ll find in-depth articles, video clips and audio commentaries – and, of course, you also can access information about your Invesco account whenever it’s convenient for you.

What we mean by Intentional Investing

At Invesco, all of our people and all of our resources are dedicated to helping investors achieve their financial objectives. It’s a philosophy we call Intentional Investing, and it guides the way we:

n Manage investments – Our dedicated investment professionals search the world for the best opportunities, and each investment team follows a clear, disciplined process to build portfolios and mitigate risk.

n Provide choices – We offer multiple investment strategies, allowing you and your financial adviser to build a portfolio that’s purpose-built for your needs.

n Connect with you – We’re committed to giving you the expert insights you need to make informed investing decisions, and we are well-equipped to provide high-quality support for investors and advisers.

At Invesco, we believe in putting investors first. That’s why investment management is all we do. Our sole focus on managing your money allows you and your financial adviser to build a portfolio of Invesco funds appropriate for your investment needs and goals today and when your circumstances change.

Have questions?

For questions about your account, feel free to contact an Invesco client services representative at 800 959 4246. For Invesco-related questions or comments, please email me directly at phil@invesco.com.

All of us at Invesco look forward to serving your investment management needs for many years to come. Thank you for investing with us.

Sincerely,

Philip Taylor

Senior Managing Director, Invesco Ltd.

1   Source: Reuters

2                          Invesco Equity and Income Fund

      Bruce Crockett Dear Fellow Shareholders: The Invesco Funds Board has worked on a variety of issues over the last several months, and I’d like to take this opportunity to discuss two that affect you and our fellow fund shareholders. The first issue on which your Board has been working is our annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This annual review, which is required by the Investment Company Act of 1940, focuses on the nature and quality of the services Invesco provides as adviser to the Invesco Funds and the reasonableness of the fees that it charges for those services. Each year, we spend months reviewing detailed information that we request from Invesco that allows us to evaluate its services and fees. We also use information from many independent sources, including materials provided by the independent Senior Officer of the Invesco Funds, who reports directly to the independent

Trustees on the Board. Additionally, we meet with independent legal counsel and review performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field.

I’m pleased to report that the Board determined in June that renewing the investment advisory agreement and the sub-advisory contracts with Invesco Advisers and its affiliates would serve the best interests of each fund and its shareholders.

The second area of focus to highlight is the Board’s efforts to ensure that we provide a lineup of funds that allow financial advisers to build portfolios that meet shareholders’ changing financial needs and goals. Today, more and more investors are reaching, or approaching, retirement. But interest rates remain low, making it difficult for many investors to generate the income they need, or will soon need, in their retirement years.

The members of your Board think about these things, too, and we’ve worked with Invesco Advisers to provide more income-generating options in the Invesco Funds lineup to help shareholders potentially meet their income needs. Your Board recently approved changes to three existing equity mutual funds, increasing their focus on generating income while also seeking to provide long-term growth of capital.

As a result of these changes, the funds and their respective management teams now have more flexibility to invest in the types of securities that could meet investors’ growing need for income generation, and in some cases, also help investors diversify their sources of income. These equity funds complement an array of fixed-income, asset allocation and alternative investment options in the Invesco Funds lineup designed to accommodate a variety of risk tolerances.

Be assured that your Board will continue working on behalf of fund shareholders, keeping your needs and interests uppermost in our minds.

As always, please contact me at bruce@brucecrockett.com with any questions or concerns you may have. On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.

Sincerely,

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

3                          Invesco Equity and Income Fund

Management’s Discussion of Fund Performance

Performance summary

For the fiscal year ended August 31, 2013, Invesco Equity and Income Fund under-performed the Russell 1000 Value Index, its broad market benchmark. As the Fund is a balanced fund, its allocation to fixed income was the primary detractor from performance versus a pure equity benchmark, in a strong equity market.

    Your Fund’s long-term performance appears later in this report.

Fund vs. Indexes

Total returns, 8/31/12 to 8/31/13, 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	17.80	%
Class B Shares	16.90
Class C Shares	16.95
Class R Shares	17.57
Class Y Shares	18.10
Class R5 Shares	18.29
Class R6 Shares*	18.17
Russell 1000 Value Index‚ (Broad Market Index)	23.10
Barclays U.S. Government/Credit Indexn (Style-Specific Index)	-2.62

Source(s): ^‚Invesco, Russell via FactSet Research Systems Inc.; ⁿLipper Inc.

* Share class incepted during the reporting period. See page 7 for a detailed explanation of Fund performance.

How we invest

As a balanced fund, the Fund incorporates both stocks and bonds within the portfolio. We call our investment philosophy within stock investing “value with a catalyst.” We believe undervalued companies that 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 undervalued, under earning, and out of favor with investors. 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, which look at valuation and rate of return 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 perceived market skepticism 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.

    Within bonds, the Fund invests in investment-grade corporate bonds, convertible securities and government-issued bonds. The fixed income portion of the Fund is there to help provide an income component and help mitigate volatility in an uncertain market environment.

Market conditions and your Fund

The fiscal year ended August 31, 2013, began with some downward volatility in US equity markets. Starting in the fall of 2012, markets began an upward trend that continued through much of the reporting period. In early fall, the European Central Bank implemented new measures to support member economies and the US Federal Reserve (the Fed) initiated a third round of quantitative easing (QE), or fiscal stimulus, which caused consumer sentiment to improve. Uncertainty surrounding “fiscal cliff” negotiations and sequestration spending cuts in early 2013, however, made many businesses hesitant to spend during the first quarter of the year. However, for the first time in years, markets appeared willing to look past headline events.

    From late May through June, the capital markets began a sell-off following Fed Chairman Ben Bernanke’s comments about reducing QE. Since December 2012, the Fed has purchased $85 billion¹ of US Treasuries and mortgage-backed securities each month to increase liquidity and ensure low long-term interest rates in an effort to spur the housing and real estate markets. Few asset classes were immune from this broad sell-off, which caused bonds, stocks and commodities to decline. The markets stabilized in midsummer; however, August brought more selling in the equity and bond markets and yields continued to rise.

    Most US equity market indexes delivered double-digit gains and all sectors of the Russell 1000 Value Index posted positive returns, with the exception of the telecommunication services sector, which posted a slightly negative return.

Portfolio Composition
By security type
Common Stocks & Other Equity Interests	67.4	%
Bonds and Notes	19.9
US Treasury Securities	6.6
Preferred Stocks	1.5
Security types each less than 1% of the portfolio	1.1
Money Market Funds
Plus Other Assets Less Liabilities	3.5

Top 10 Equity Holdings*
1. JPMorgan Chase & Co.	3.0	%
2. Citigroup Inc.	2.4
3. Viacom Inc.-Class B	2.0
4. General Electric Co.	2.0
5. Avon Products, Inc.	1.7
6. Microsoft Corp.	1.5
7. Marsh & McLennan Cos., Inc.	1.5
8. PNC Financial Services Group, Inc.	1.5
9. Morgan Stanley	1.5
10. Time Warner Cable Inc.	1.4

Total Net Assets	$11.6 billion
Total Number of Holdings*	407

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 Equity and Income Fund

    Stock selection and a material underweight position in the energy sector were large contributors to Fund performance. Chevron, an integrated energy company and Halliburton, an oil and gas services company, were among the top performing holdings for the Fund. One of the largest contributors to relative Fund performance was a material underweight to Exxon Mobil, as the stock returned low single-digit returns for the reporting period.

    Strong stock selection in the financials sector also contributed to Fund performance. Lack of exposure to real estate was one of the largest drivers of Fund performance, as the real estate industry posted negative performance for the reporting period. Within the diversified financials industry, JPMorgan Chase and Citigroup were top performers.

    Strong stock selection and an underweight position in the materials sector was another driver of relative Fund performance versus the Russell 1000 Value Index. Paint and glass company PPG Industries was a top contributor in this sector, as the company had improved earnings throughout the reporting period and acquired a coatings business investors viewed as favorable. Additionally, not owning holdings in the precious metals and minerals industry contributed to the Fund’s performance, as those stocks suffered due to a sell-off in gold and precious metals during much of 2013.

    A material underweight position in the utilities sector also contributed to Fund performance, as it was the second worst-performing sector for the broad market benchmark.

    Stock selection and an overweight position in the health care sector contributed to relative performance. Holdings like Cigna and Wellpoint were top performers. Also, a convertible bond issued by Gilead Sciences contributed on a relative and absolute basis.

    Conversely, stock selection in the information technology sector detracted from relative performance. Specifically, non-benchmark holdings such as Microsoft and Western Union (no longer held in the Fund) underperformed the style-specific benchmark and sector. Having little exposure to hardware and equipment companies also hurt relative performance, as the industry generally performed well over the reporting period.

    Even though we had an average cash position within our acceptable range during the reporting period, cash acted as a detractor in a strong equity market.

    Stock selection in the consumer discretionary sector also hurt relative performance. Strong stock selection in media was offset by the negative effects of

stock selection and having little exposure to the automobiles industry, which performed well during the reporting period.

    Stock selection and an underweight position in the industrials sector also detracted from relative performance versus the Russell 1000 Value Index. Select holdings within capital goods and commercial and professional services detracted the most from performance.

    The allocation to investment grade corporate, government agency and US Treasury bonds was a valuable source of income, helping dampen overall portfolio volatility, but unfortunately still returned -1.41% for the reporting period.² This detracted from relative performance versus the Russell 1000 Value benchmark, as bonds meaningfully underperformed equities during the reporting period. The allocation to convertible bonds provided positive absolute returns while detracting from relative performance, as convertible bonds underperformed the Russell 1000 Value benchmark.

    We used currency forward contracts during the reporting period for the purpose of hedging currency exposure of non-US-based companies held in the Fund. Derivatives were used primarily for the purpose of hedging and not for speculative purposes or leverage. The use of currency forward contracts had a slight positive impact on the Fund’s performance relative to the Russell 1000 Value Index for the reporting period.

    Equity markets, although providing investors strong absolute returns, experienced continued volatility during the reporting period. We believe that market volatility creates opportunities to invest in companies with attractive valuations and strong fundamentals. We believe that ultimately those valuations and fundamentals will be reflected in those companies’ stock prices.

    Thank you for your investment in Invesco Equity and Income Fund.

1   Source: US Federal Reserve

2   Source: Barclays

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, if applicable, index disclosures later in this report.

	Thomas Bastian Chartered Financial Analyst, portfolio manager, is lead manager of Invesco Equity and Income Fund. He joined
Invesco in 2010. Mr. Bastian earned a BA in accounting from St. John’s University and an MBA in finance from University of Michigan.

	Chuck Burge Portfolio manager, is manager of Invesco Equity and Income Fund. He joined Invesco in 2002.
Mr. Burge earned a BS in economics from Texas A&M University and an MBA in finance and accounting from Rice University.

	Mary Jane Maly Chartered Financial Analyst, portfolio manager, is manager of Invesco Equity and Income Fund. She joined Invesco in 2010.
Ms. Maly earned a BA from the University of Pittsburgh and an MBA from the Thunderbird School of Global Management.

	Sergio Marcheli Portfolio manager, is manager of Invesco Equity and Income Fund. He joined Invesco in 2010.
Mr. Marcheli earned a BBA from the University of Houston and an MBA from the University of St. Thomas.

	James Roeder Chartered Financial Analyst, portfolio manager, is manager of Invesco Equity and Income Fund. He joined Invesco in 2010.
Mr. Roeder earned a BS in accounting from Clemson University and an MBA in economics and finance from the University of Chicago Booth School of Business.

5                          Invesco Equity and Income Fund

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class(es)

Fund and index data from 8/31/03

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.

continued from page 8

returns, even though it may not have received this income. Further, preferred securities may lose substantial value due to the omission or deferment of dividend payments.

n Small- and mid-capitalization risk. The securities of small- and medium-sized companies may be subject to more abrupt or erratic market movements and may have lower trading volumes or more erratic trading than securities of larger companies or the market averages in general or with respect to a particular industry. Thus, to the extent the Fund invests in small- and medium-sized companies, it will be subject to greater risk than that assumed through investment in the securities of larger-sized companies.

n Synthetic securities risk. Fluctuations in the values of synthetic securities may not correlate perfectly with the instruments they are designed to replicate. Synthetic securities may be subject to interest rate changes, market price fluctuations, counterparty risk and liquidity risk.

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 U.S. Government/ Credit Index includes treasuries and agencies that represent the government portion of the index, and includes publically issued US corporate and foreign debentures and secured notes that meet specified maturity, liquidity and quality requirements.

n The Fund is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the
index(es).

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.

6                          Invesco Equity and Income Fund

Average Annual Total Returns

As of 8/31/13, including maximum applicable sales charges

Class A Shares
Inception (8/3/60)	10.22	%
10 Years	6.81
5 Years	6.72
1 Year	11.28
Class B Shares
Inception (5/1/92)	9.57	%
10 Years	7.06
5 Years	7.37
1 Year	11.90
Class C Shares
Inception (7/6/93)	8.83	%
10 Years	6.61
5 Years	7.12
1 Year	15.95
Class R Shares
Inception (10/1/02)	7.96	%
10 Years	7.14
5 Years	7.66
1 Year	17.57
Class Y Shares
Inception (12/22/04)	6.40	%
5 Years	8.17
1 Year	18.10
Class R5 Shares
10 Years	7.54	%
5 Years	8.19
1 Year	18.29
Class R6 Shares
10 Years	7.44	%
5 Years	7.99
1 Year	18.17

Effective June 1, 2010, Class A, Class B, Class C, Class I and Class R shares of the predecessor fund, Van Kampen Equity and Income 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 (renamed Invesco 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 Equity and Income Fund. Share class returns will differ from the predecessor fund because of different expenses.

    Class R5 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

Average Annual Total Returns

As of 6/30/13, the most recent calendar quarter end, including maximum applicable sales charges

Class A Shares
Inception (8/3/60)	10.22	%
10 Years	6.81
5 Years	6.49
1 Year	12.76
Class B Shares
Inception (5/1/92)	9.57	%
10 Years	7.07
5 Years	7.18
1 Year	13.50
Class C Shares
Inception (7/6/93)	8.84	%
10 Years	6.63
5 Years	6.94
1 Year	17.55
Class R Shares
Inception (10/1/02)	7.94	%
10 Years	7.15
5 Years	7.44
1 Year	18.92
Class Y Shares
Inception (12/22/04)	6.33	%
5 Years	7.97
1 Year	19.59
Class R5 Shares
10 Years	7.54	%
5 Years	7.94
1 Year	19.67
Class R6 Shares
10 Years	7.45	%
5 Years	7.77
1 Year	19.66

fees applicable to Class A shares. Class A share performance reflects any applicable fee waivers or expense reimbursements.

    Class R6 shares incepted on September 24, 2012. Performance shown prior to that date is that of the Fund’s and the predecessor fund’s Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A share 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, Class R5 and Class R6 shares was 0.81%, 1.56%, 1.54%, 1.06%, 0.56%, 0.44% and 0.37%, 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, Class R5 and Class R6 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 B shares in the past, performance would have been lower.

7                          Invesco Equity and Income Fund

Invesco 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, 2013, 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 Class B shares may not be purchased for new or additional investments. Please see the prospectus for more information.

n Class R shares are generally available only to employer sponsored retirement and benefit 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 Class R5 shares and Class R6 shares are primarily intended for employer sponsored retirement and benefit plans that meet certain standards and for institutional investors. On September 24, 2012, Institutional Class shares were renamed Class R5 shares. Please see the prospectus for more information.

Principal risks of investing in the Fund

n Management risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.

n Market risk. The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment, general economic and market conditions, regional or global instability, and currency and interest rate fluctuations.

n Income risk. 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 discontinued or interest rates drop, distributions to shareholders from the Fund may drop as well.

n Call risk. 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. Credit risk refers to an issuer’s ability to make timely payments of interest and principal. Because the Fund generally invests only in investment grade-quality debt securities, it is subject to a lower level of credit risk than a fund investing in lower-quality securities.

n Convertible securities risk. The Fund may own convertible securities, the value of which may be affected by market interest rates, the risk that the issuer will default, the value of the underlying stock or the right of the issuer to buy back the convertible securities.

n Foreign risk. 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. The Fund may also invest in issuers in developing or emerging market countries, which are subject to greater risks than investments in securities of issuers in developed countries.

n Investing in real estate investment trust (REITs) risk. 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 certain other expenses. In addition, REITs depend upon specialized management skills, may be less diversified, may have lower trading volume, and may be subject to more abrupt or erratic price movements than the overall securities markets.

n Value investing risk. The Fund emphasizes a value style of investing. The

Fund’s investment style presents the risk that the valuations may never improve or that the returns on value securities may be less than the returns on other styles of investing or the overall stock market. Different types of stocks tend to shift in and out of favor depending on market and economic conditions. Thus, the value of the Fund’s investments will vary and at times may be lower or higher than that of other types of investments.

n Derivatives risk. The performance of derivative instruments is tied to the performance of an underlying currency, security, index or other instrument. In addition to risks relating to their underlying instruments, the use of derivatives may include other, possibly greater, risks. Derivatives involve costs, may be volatile, and may involve a small initial investment relative to the risk assumed. Risks associated with the use of derivatives include counterparty, leverage, correlation, liquidity, tax, market, interest rate and management risks. Derivatives may also be more difficult to purchase, sell or value than other investments. The Fund may lose more than the cash amount invested on investments in derivatives. Investors should bear in mind that, while the Fund intends to use derivative strategies, it is not obligated to actively engage in these transactions, generally or in any particular kind of derivative, if the investment manager elects not to do so due to availability, cost, market conditions or other factors.

n Preferred securities risk. There are special risks associated with investing in preferred securities. Preferred securities may include provisions that permit the issuer, in its discretion, to defer or omit distributions for a certain period of time. If the Fund owns a security that is deferring or omitting its distributions, the Fund may be required to report the distribution on its tax

continued on page 6

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
Class R5 Shares	ACEKX
Class R6 Shares	IEIFX

8                          Invesco Equity and Income Fund

Schedule of Investments^(a)

August 31, 2013

	Shares		Value
Common Stocks & Other Equity Interests–67.38%
Aerospace & Defense–0.46%
General Dynamics Corp.		631,583	$	52,579,285
Agricultural Products–0.93%
Archer-Daniels-Midland Co.		3,051,220		107,433,456
Application Software–1.09%
Adobe Systems Inc.(b)		2,761,543		126,340,592
Asset Management & Custody Banks–1.53%
Northern Trust Corp.		1,364,620		74,876,700
State Street Corp.		1,531,967		102,212,838
				177,089,538
Automobile Manufacturers–0.87%
General Motors Co.(b)		2,955,378		100,719,282
Biotechnology–1.16%
Amgen Inc.		1,230,528		134,053,720
Cable & Satellite–2.74%
Comcast Corp.–Class A		3,630,177		152,794,150
Time Warner Cable Inc.		1,520,686		163,245,642
				316,039,792
Diversified Banks–1.67%
Comerica Inc.		1,995,130		81,481,109
Wells Fargo & Co.		2,725,860		111,978,329
				193,459,438
Diversified Chemicals–1.41%
Dow Chemical Co. (The)		2,798,220		104,653,428
PPG Industries, Inc.		373,315		58,315,536
				162,968,964
Electric Utilities–1.20%
Edison International		824,720		37,846,401
FirstEnergy Corp.		727,264		27,250,582
Pinnacle West Capital Corp.		1,361,241		73,874,549
				138,971,532
Electronic Components–0.49%
Corning Inc.		4,063,922		57,057,465
Food Distributors–0.83%
Sysco Corp.		3,006,941		96,282,251
Health Care Equipment–1.06%
Medtronic, Inc.		2,364,021		122,338,087
Home Improvement Retail–0.49%
Home Depot, Inc. (The)		758,689		56,514,744
Hotels, Resorts & Cruise Lines–0.73%
Carnival Corp.		2,327,789		84,009,905

	Shares		Value
Household Products–1.06%
Procter & Gamble Co. (The)		1,575,705	$	122,731,663
Industrial Conglomerates–1.95%
General Electric Co.		9,732,615		225,212,711
Industrial Machinery–0.73%
Ingersoll-Rand PLC		1,421,031		84,039,773
Insurance Brokers–2.66%
Aon PLC		1,146,398		76,097,899
Marsh & McLennan Cos., Inc.		4,261,836		175,715,499
Willis Group Holdings PLC		1,338,626		55,258,481
				307,071,879
Integrated Oil & Gas–2.51%
Chevron Corp.		1,258,234		151,529,121
Exxon Mobil Corp.		932,104		81,242,185
Occidental Petroleum Corp.		649,317		57,276,252
				290,047,558
Integrated Telecommunication Services–0.38%
Verizon Communications Inc.		918,305		43,509,291
Internet Software & Services–1.29%
eBay Inc.(b)		2,990,390		149,489,596
Investment Banking & Brokerage–3.05%
Charles Schwab Corp. (The)		5,633,081		117,618,731
Goldman Sachs Group, Inc. (The)		422,272		64,240,239
Morgan Stanley		6,616,330		170,436,661
				352,295,631
IT Consulting & Other Services–0.81%
Amdocs Ltd.		2,541,784		93,690,158
Managed Health Care–2.75%
Cigna Corp.		1,106,306		87,055,219
UnitedHealth Group Inc.		1,345,587		96,532,412
WellPoint, Inc.		1,576,738		134,243,473
				317,831,104
Movies & Entertainment–2.40%
Time Warner Inc.		834,269		50,498,303
Viacom Inc.–Class B		2,851,790		226,888,412
				277,386,715
Oil & Gas Equipment & Services–1.26%
Baker Hughes Inc.		1,623,342		75,469,170
Halliburton Co.		1,469,903		70,555,344
				146,024,514
Oil & Gas Exploration & Production–1.90%
Anadarko Petroleum Corp.		1,354,634		123,840,640
Canadian Natural Resources Ltd. (Canada)		3,136,396		95,702,808
				219,543,448

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

9                         Invesco Equity and Income Fund

	Shares		Value
Oil & Gas Storage & Transportation–0.50%
Williams Cos., Inc. (The)		1,601,914	$	58,053,363
Other Diversified Financial Services–6.24%
Bank of America Corp.		4,452,563		62,870,189
Citigroup Inc.		5,663,061		273,695,738
ING U.S. Inc.		1,485,957		42,795,562
JPMorgan Chase & Co.		6,766,241		341,898,158
				721,259,647
Packaged Foods & Meats–1.58%
Mondelez International Inc.–Class A		4,569,571		140,148,743
Unilever N.V.–New York Shares (Netherlands)		1,131,394		42,574,356
				182,723,099
Personal Products–1.68%
Avon Products, Inc.		9,826,400		194,267,928
Pharmaceuticals–5.03%
Bristol-Myers Squibb Co.		1,837,231		76,594,161
Eli Lilly & Co.		1,782,798		91,635,817
Merck & Co., Inc.		3,084,856		145,882,840
Novartis AG (Switzerland)		1,295,149		94,449,548
Novartis AG–ADR (Switzerland)		123,639		9,023,174
Pfizer Inc.		3,314,350		93,497,814
Teva Pharmaceutical Industries Ltd.–ADR (Israel)		1,830,019		69,943,326
				581,026,680
Property & Casualty Insurance–0.55%
Chubb Corp. (The)		763,965		63,538,969
Publishing–0.35%
Thomson Reuters Corp. (Canada)		1,215,214		39,826,438
Railroads–0.56%
CSX Corp.		2,635,348		64,855,914
Regional Banks–2.87%
BB&T Corp.		2,499,917		84,897,181
Fifth Third Bancorp		4,136,996		75,665,657
PNC Financial Services Group, Inc. (The)		2,361,840		170,690,177
				331,253,015
Security & Alarm Services–1.75%
ADT Corp. (The)		1,970,797		78,496,845
Tyco International Ltd.		3,750,487		123,916,090
				202,412,935
Semiconductor Equipment–1.29%
Applied Materials, Inc.		9,951,446		149,371,205
Semiconductors–0.72%
Texas Instruments Inc.		2,161,241		82,559,406
Soft Drinks–0.64%
Coca-Cola Co. (The)		1,938,601		74,015,786

	Shares		Value
Specialized Finance–0.56%
CME Group Inc.–Class A		915,467	$	65,098,858
Systems Software–2.45%
Microsoft Corp.		5,308,333		177,298,322
Symantec Corp.		4,150,210		106,286,878
				283,585,200
Wireless Telecommunication Services–1.20%
Vodafone Group PLC–ADR (United Kingdom)		4,300,211		139,111,826
Total Common Stocks & Other Equity Interests (Cost $6,025,090,564)				7,787,692,361
	Principal Amount
Bonds and Notes–19.86%
Advertising–0.06%
Interpublic Group of Cos. Inc. (The), Sr. Unsec. Global Notes, 2.25%, 11/15/17	$	4,145,000		4,047,378
WPP Finance (United Kingdom), Sr. Unsec. Gtd. Global Notes, 8.00%, 09/15/14		3,225,000		3,448,323
				7,495,701
Aerospace & Defense–0.03%
Precision Castparts Corp., Sr. Unsec. Global Notes, 2.50%, 01/15/23		4,150,000		3,795,014
Agricultural Products–0.04%
Ingredion Inc., Sr. Unsec. Notes, 6.63%, 04/15/37		3,940,000		4,485,917
Air Freight & Logistics–0.03%
United Parcel Service Inc., Sr. Unsec. Global Notes, 2.45%, 10/01/22		3,320,000		3,075,903
Airlines–0.11%
Continental Airlines Pass Through Trust,
Series 2010-1, Class A, Sec. Pass Through Ctfs., 4.75%, 01/12/21		4,322,200		4,562,622
Series 2012-1, Class A, Sec. Pass Through Ctfs., 4.15%, 04/11/24		5,750,000		5,681,719
Delta Air Lines Pass Through Trust, Series 2010-1, Class A, Sec. Pass Through Ctfs., 6.20%, 07/02/18		2,502,517		2,742,602
				12,986,943
Airport Services–0.05%
Heathrow Funding Ltd. (United Kingdom), Sr. Sec. Notes, 2.50%, 06/25/15(c)		6,220,000		6,302,147
Asset Management & Custody Banks–0.12%
Bank of New York Mellon (The), Series D, Jr. Unsec. Sub. Global Notes, 4.50%(d)		7,600,000		6,802,000

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

10                         Invesco Equity and Income Fund

	Principal Amount		Value
Asset Management & Custody Banks–(continued)
Blackstone Holdings Finance Co. LLC, Sr. Unsec. Gtd. Notes, 6.25%, 08/15/42(c)	$	1,970,000	$	2,061,388
Prospect Capital Corp., Sr. Unsec. Global Notes, 5.88%, 03/15/23		4,900,000		4,667,046
				13,530,434
Automobile Manufacturers–0.19%
Daimler Finance North America LLC (Germany), Sr. Unsec. Gtd. Notes,
1.88%, 09/15/14(c)		7,170,000		7,233,992
1.88%, 01/11/18(c)		5,220,000		5,104,377
Ford Motor Co., Sr. Unsec. Global Notes, 4.75%, 01/15/43		11,500,000		10,170,016
				22,508,385
Automotive Retail–0.16%
Advance Auto Parts, Inc., Sr. Unsec. Gtd. Notes, 5.75%, 05/01/20		9,195,000		9,647,812
AutoZone, Inc., Sr. Unsec. Global Notes,
2.88%, 01/15/23		3,260,000		2,951,225
6.50%, 01/15/14		5,400,000		5,510,822
				18,109,859
Biotechnology–0.57%
Celgene Corp., Sr. Unsec. Global Notes, 4.00%, 08/15/23		4,735,000		4,668,555
Dendreon Corp., Sr. Unsec. Conv. Notes, 2.88%, 01/15/16		10,221,000		6,701,143
Gilead Sciences Inc., Series D, Sr. Unsec. Conv. Notes, 1.63%, 05/01/16		20,504,000		54,438,222
				65,807,920
Brewers–0.15%
Anheuser-Busch InBev Worldwide, Inc. (Belgium), Sr. Unsec. Gtd. Global Notes,
0.80%, 07/15/15		3,745,000		3,754,339
3.63%, 04/15/15		6,145,000		6,439,027
FBG Financial Ltd. (Australia), Sr. Unsec. Gtd. Notes, 5.13%, 06/15/15(c)		6,965,000		7,437,925
				17,631,291
Broadcasting–0.13%
COX Communications Inc.,
Sr. Unsec. Global Notes,
5.45%, 12/15/14		128,000		135,508
Sr. Unsec. Notes,
4.70%, 12/15/42(c)		4,980,000		4,054,798
6.25%, 06/01/18(c)		3,700,000		4,173,389
7.25%, 11/15/15		5,000,000		5,560,072
8.38%, 03/01/39(c)		655,000		782,453
				14,706,220

	Principal Amount		Value
Cable & Satellite–0.54%
Comcast Corp.,
Sr. Unsec. Gtd. Global Notes,
4.25%, 01/15/33	$	8,165,000	$	7,767,639
5.70%, 05/15/18		4,735,000		5,488,670
Sr. Unsec. Gtd. Notes,
6.45%, 03/15/37		2,465,000		2,939,594
DIRECTV Holdings LLC/DIRECTV Financing Co., Inc.,
Sr. Unsec. Gtd. Global Notes,
2.40%, 03/15/17		2,910,000		2,887,654
5.15%, 03/15/42		4,730,000		4,067,480
Sr. Unsec. Gtd. Notes,
1.75%, 01/15/18		4,215,000		4,022,853
NBC Universal Media LLC, Sr. Unsec. Gtd. Global Notes,
2.10%, 04/01/14		3,425,000		3,459,678
5.15%, 04/30/20		3,320,000		3,740,340
5.95%, 04/01/41		3,365,000		3,805,822
Time Warner Cable, Inc., Sr. Unsec. Gtd. Notes, 5.88%, 11/15/40		7,235,000		6,489,179
Virgin Media Secured Finance PLC (United Kingdom), Sr. Sec. Gtd. Global Notes, 6.50%, 01/15/18		17,130,000		18,011,684
				62,680,593
Casinos & Gaming–0.84%
International Game Technology, Sr. Unsec. Conv. Notes, 3.25%, 05/01/14		20,000,000		22,262,500
MGM Resorts International, Sr. Unsec. Gtd. Conv. Notes, 4.25%, 04/15/15		63,088,000		75,153,580
				97,416,080
Catalog Retail–0.07%
Liberty Interactive LLC, Sr. Unsec. Conv. Notes, 0.75%, 03/30/23(c)(e)		7,303,000		7,951,141
Communications Equipment–0.51%
Ciena Corp., Sr. Unsec. Conv. Notes, 4.00%, 12/15/20(c)		29,353,000		38,892,725
JDS Uniphase Corp., Sr. Unsec. Conv. Notes, 0.63%, 08/15/18(c)(e)		19,999,000		20,011,499
				58,904,224
Computer Hardware–0.05%
Hewlett-Packard Co., Sr. Unsec. Global Notes, 2.63%, 12/09/14		5,620,000		5,737,337
Computer Storage & Peripherals–0.76%
SanDisk Corp., Sr. Unsec. Conv. Notes, 1.50%, 08/15/17		69,333,000		87,879,577
Construction & Farm Machinery & Heavy Trucks–0.16%
Deere & Co., Sr. Unsec. Notes, 2.60%, 06/08/22		14,645,000		13,706,941
Greenbrier Cos., Inc., Sr. Unsec. Conv. Notes, 3.50%, 04/01/18		4,213,000		4,394,685
				18,101,626

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

11                         Invesco Equity and Income Fund

	Principal Amount		Value
Construction Materials–0.61%
Cemex S.A.B. de C.V. (Mexico), Unsec. Sub. Conv. Notes, 4.88%, 03/15/15	$	60,100,000	$	70,993,125
Consumer Finance–0.14%
Capital One Financial Corp., Sr. Unsec. Notes, 6.75%, 09/15/17		220,000		256,032
Ford Motor Credit Co. LLC., Sr. Unsec. Global Notes, 2.50%, 01/15/16		4,970,000		5,022,271
SLM Corp., Sr. Unsec. Medium-Term Notes, 3.88%, 09/10/15		10,190,000		10,369,973
				15,648,276
Data Processing & Outsourced Services–0.04%
Computer Sciences Corp., Sr. Unsec. Global Notes, 4.45%, 09/15/22		4,954,000		4,844,642
Distillers & Vintners–0.03%
Brown-Forman Corp., Sr. Unsec. Notes, 2.25%, 01/15/23		3,480,000		3,121,407
Diversified Banks–1.37%
Abbey National Treasury Services PLC (United Kingdom),
Sr. Unsec. Gtd. Global Notes,
2.88%, 04/25/14		2,560,000		2,580,637
Sr. Unsec. Gtd. Medium-Term Euro Notes, 3.88%, 11/10/14(c)		9,000,000		9,222,330
Bank of Nova Scotia (Canada), Sr. Unsec. Global Notes, 2.38%, 12/17/13		6,110,000		6,147,487
Barclays Bank PLC (United Kingdom),
Sr. Unsec. Global Notes,
2.75%, 02/23/15		2,535,000		2,599,200
6.75%, 05/22/19		8,500,000		10,086,986
Unsec. Sub. Global Notes,
5.14%, 10/14/20		5,015,000		5,203,094
BPCE S.A. (France), Sr. Unsec. Notes, 2.38%, 10/04/13(c)		7,025,000		7,031,277
Danske Bank A/S (Denmark), Sr. Unsec. Notes, 3.88%, 04/14/16(c)		9,435,000		9,920,080
HBOS PLC (United Kingdom), Unsec. Sub. Medium-Term Global Notes, 6.75%, 05/21/18(c)		8,535,000		9,330,957
HSBC Bank PLC (United Kingdom), Sr. Unsec. Notes, 4.13%, 08/12/20(c)		8,540,000		8,878,587
HSBC Finance Corp., Unsec. Sub. Global Notes, 6.68%, 01/15/21		828,000		950,776
ING Bank N.V. (Netherlands),
Sr. Unsec. Notes,
2.00%, 10/18/13(c)		4,500,000		4,506,819
3.75%, 03/07/17(c)		9,590,000		9,940,111
Korea Development Bank (The) (South Korea), Sr. Unsec. Global Notes, 4.38%, 08/10/15		3,460,000		3,660,151

	Principal Amount		Value
Diversified Banks–(continued)
National Australia Bank Ltd. (Australia), Sr. Unsec. Bonds, 3.75%, 03/02/15(c)	$	3,390,000	$	3,536,550
Nordea Bank AB (Sweden),
Sr. Unsec. Notes,
4.88%, 01/27/20(c)		4,495,000		4,839,159
Series 2, Sr. Unsec. Notes,
3.70%, 11/13/14(c)		880,000		910,605
Rabobank Nederland N.V. (Netherlands), Sr. Unsec. Medium-Term Global Notes, 4.75%, 01/15/20(c)		9,100,000		9,729,128
Santander U.S. Debt S.A. Unipersonal (Spain), Sr. Unsec. Gtd. Notes, 3.72%, 01/20/15(c)		3,200,000		3,194,545
Societe Generale S.A. (France), Sr. Unsec. Notes, 2.50%, 01/15/14(c)		11,940,000		11,974,117
Standard Chartered PLC (Hong Kong), Sr. Unsec. Notes, 3.85%, 04/27/15(c)		4,190,000		4,366,721
5.50%, 11/18/14(c)		1,140,000		1,199,045
U.S. Bank N.A., Unsec. Sub. Notes, 3.78%, 04/29/20		8,200,000		8,550,452
Wells Fargo & Co.,
Sr. Unsec. Global Notes,
1.50%, 01/16/18		2,070,000		2,009,228
3.63%, 04/15/15		750,000		783,353
Sr. Unsec. Notes,
5.63%, 12/11/17		8,095,000		9,241,284
Unsec. Sub. Global Notes,
4.13%, 08/15/23		8,038,000		7,850,926
				158,243,605
Diversified Capital Markets–0.22%
Credit Suisse AG (Switzerland), Unsec. Sub. Notes, 6.50%, 08/08/23(c)		18,085,000		18,193,509
UBS AG (Switzerland),
Sr. Unsec. Global Bank Notes,
5.88%, 12/20/17		3,022,000		3,480,465
Sr. Unsec. Medium-Term Bank Notes, 3.88%, 01/15/15		834,000		868,644
Sr. Unsec. Medium-Term Global Bank Notes, 5.75%, 04/25/18		2,414,000		2,768,740
				25,311,358
Diversified Chemicals–0.03%
Dow Chemical Co. (The), Sr. Unsec. Global Notes, 4.38%, 11/15/42		4,145,000		3,649,240
Diversified Metals & Mining–0.32%
Anglo American Capital PLC (United Kingdom), Sr. Unsec. Gtd. Notes, 9.38%, 04/08/19(c)		3,185,000		3,941,060
Freeport-McMoRan Copper & Gold Inc., Sr. Unsec. Global Notes, 1.40%, 02/13/15		5,940,000		5,946,324

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

12                         Invesco Equity and Income Fund

	Principal Amount		Value
Diversified Metals & Mining–(continued)
Rio Tinto Finance USA Ltd. (United Kingdom), Sr. Unsec. Gtd. Global Notes,
7.13%, 07/15/28	$	2,175,000	$	2,652,014
9.00%, 05/01/19		5,240,000		6,721,487
Southern Copper Corp., Sr. Unsec. Global Notes,
5.25%, 11/08/42		7,260,000		5,649,061
5.38%, 04/16/20		1,170,000		1,228,394
6.75%, 04/16/40		1,695,000		1,583,580
Xstrata Finance Canada Ltd. (Canada), Sr. Unsec. Gtd. Notes,
2.05%, 10/23/15(c)		4,700,000		4,678,973
2.70%, 10/25/17(c)		4,700,000		4,580,772
				36,981,665
Diversified REIT’s–0.12%
Dexus Diversified Trust/Dexus Office Trust (Australia), Sr. Unsec. Gtd. Notes, 5.60%, 03/15/21(c)		12,535,000		13,409,956
Qatari Diar Finance Co. (Qatar), Sr. Unsec. Gtd. Notes, 5.00%, 07/21/20(c)		440,000		476,480
				13,886,436
Diversified Support Services–0.04%
Cintas Corp. No. 2, Sr. Unsec. Gtd. Notes, 2.85%, 06/01/16		4,605,000		4,791,287
Drug Retail–0.09%
CVS Pass Through Trust, Sr. Sec. Global Pass Through Ctfs., 6.04%, 12/10/28		8,963,587		9,840,324
Electric Utilities–0.16%
Baltimore Gas & Electric Co., Sr. Unsec. Notes, 3.35%, 07/01/23		6,220,000		6,020,121
Electricite de France S.A. (France), Sr. Unsec. Notes, 4.60%, 01/27/20(c)		2,150,000		2,301,369
Enel Finance International N.V. (Italy), Sr. Unsec. Gtd. Notes, 3.88%, 10/07/14(c)		600,000		615,253
Iberdrola Finance Ireland Ltd. (Spain), Sr. Unsec. Gtd. Notes, 3.80%, 09/11/14(c)		2,175,000		2,226,394
Louisville Gas & Electric Co., Sr. Sec. First Mortgage Global Bonds, 1.63%, 11/15/15		5,525,000		5,631,841
Ohio Power Co., Series M, Sr. Unsec. Notes, 5.38%, 10/01/21		1,050,000		1,176,138
PPL Electric Utilities Corp., Sec. First Mortgage Bonds, 6.25%, 05/15/39		355,000		436,371
				18,407,487
Electrical Components & Equipment–0.07%
Eaton Corp. PLC, Sr. Unsec. Gtd. Notes, 0.95%, 11/02/15(c)		8,285,000		8,282,352

	Principal Amount		Value
Environmental & Facilities Services–0.05%
Waste Management, Inc., Sr. Unsec. Gtd. Notes, 5.00%, 03/15/14	$	6,205,000	$	6,349,097
Fertilizers & Agricultural Chemicals–0.03%
Monsanto Co., Sr. Unsec. Global Notes, 3.60%, 07/15/42		4,150,000		3,523,973
General Merchandise Stores–0.08%
Target Corp., Sr. Unsec. Global Notes, 2.90%, 01/15/22		9,830,000		9,528,116
Gold–0.23%
Barrick Gold Corp. (Canada), Sr. Unsec. Global Notes, 2.90%, 05/30/16		6,045,000		6,086,026
Barrick North America Finance LLC (Canada), Sr. Unsec. Gtd. Global Notes, 5.70%, 05/30/41		4,000,000		3,404,191
Gold Fields Orogen Holding BVI Ltd. (South Africa), Sr. Unsec. Gtd. Notes, 4.88%, 10/07/20(c)		12,145,000		9,669,890
Newmont Mining Corp., Sr. Unsec. Gtd. Global Notes, 3.50%, 03/15/22		8,645,000		7,586,456
				26,746,563
Health Care Equipment–0.44%
Medtronic Inc., Sr. Unsec. Global Notes, 4.00%, 04/01/43		5,720,000		5,156,999
NuVasive Inc., Sr. Unsec. Conv. Notes, 2.75%, 07/01/17		13,684,000		13,247,822
Volcano Corp., Sr. Unsec. Conv. Notes, 1.75%, 12/01/17		32,517,000		31,988,599
				50,393,420
Health Care Facilities–0.66%
Brookdale Senior Living Inc., Sr. Unsec. Conv. Notes, 2.75%, 06/15/18		24,795,000		27,909,872
LifePoint Hospitals Inc., Sr. Unsec. Sub. Conv. Notes, 3.50%, 05/15/14		46,059,000		48,908,900
				76,818,772
Health Care Services–0.57%
Express Scripts Holding Co., Sr. Unsec. Gtd. Notes, 3.13%, 05/15/16		3,800,000		3,962,380
Medco Health Solutions Inc., Sr. Unsec. Gtd. Notes, 2.75%, 09/15/15		3,535,000		3,650,568
Omnicare Inc.,
Sr. Unsec. Gtd. Sub. Conv. Notes,
3.75%, 04/01/42		29,270,000		40,703,594
Series OCR, Sr. Unsec. Gtd. Conv. Deb., 3.25%, 12/15/15(e)		16,126,000		17,406,001
				65,722,543

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

13                         Invesco Equity and Income Fund

	Principal Amount		Value
Homebuilding–0.08%
MDC Holdings Inc., Sr. Unsec. Gtd. Notes, 6.00%, 01/15/43	$	10,130,000	$	9,030,754
Hotels, Resorts & Cruise Lines–0.09%
Wyndham Worldwide Corp.,
Sr. Unsec. Notes,
2.95%, 03/01/17		1,225,000		1,242,927
5.63%, 03/01/21		8,170,000		8,752,373
				9,995,300
Housewares & Specialties–0.11%
Tupperware Brands Corp., Sr. Unsec. Gtd. Global Notes, 4.75%, 06/01/21		12,185,000		12,236,348
Hypermarkets & Super Centers–0.01%
Wal-Mart Stores, Inc., Sr. Unsec. Global Notes, 6.50%, 08/15/37		730,000		915,412
Industrial Conglomerates–0.04%
General Electric Co., Sr. Unsec. Global Notes, 5.25%, 12/06/17		4,445,000		5,025,347
Industrial Machinery–0.07%
Pentair Finance S.A., Sr. Unsec. Gtd. Global Notes, 5.00%, 05/15/21		7,940,000		8,344,714
Integrated Oil & Gas–0.14%
Chevron Corp., Sr. Unsec. Global Notes, 1.72%, 06/24/18		5,275,000		5,204,946
Husky Energy Inc. (Canada), Sr. Unsec. Global Notes, 3.95%, 04/15/22		3,630,000		3,634,248
Petrobras Global Finance B.V. (Brazil), Sr. Unsec. Gtd. Global Notes, 5.63%, 05/20/43		6,505,000		5,240,521
Shell International Finance B.V. (Netherlands), Sr. Unsec. Gtd. Global Notes, 3.10%, 06/28/15		1,965,000		2,054,394
				16,134,109
Integrated Telecommunication Services–0.26%
AT&T Corp., Sr. Unsec. Gtd. Global Notes, 8.00%, 11/15/31		63,000		87,150
AT&T Inc., Sr. Unsec. Global Notes,
1.60%, 02/15/17		5,940,000		5,920,342
3.00%, 02/15/22		6,410,000		6,014,366
5.35%, 09/01/40		2,077,000		2,058,514
6.15%, 09/15/34		3,675,000		4,017,377
Deutsche Telekom International Finance B.V. (Germany), Sr. Unsec. Gtd. Global Bonds, 8.75%, 06/15/30		2,545,000		3,564,754
Verizon Communications, Inc.,
Sr. Unsec. Global Notes,
3.00%, 04/01/16		3,575,000		3,722,655
6.40%, 02/15/38		3,500,000		3,913,919
Windstream Georgia Communications Corp., Sr. Unsec. Notes, 6.50%, 11/15/13		336,000		338,022
				29,637,099

	Principal Amount		Value
Internet Software & Services–0.06%
Baidu Inc. (China), Sr. Unsec. Global Notes, 3.25%, 08/06/18	$	6,700,000	$	6,652,126
Investment Banking & Brokerage–1.30%
Charles Schwab Corp. (The), Sr. Unsec. Notes, 4.45%, 07/22/20		7,880,000		8,493,150
Goldman Sachs Group, Inc. (The),
Sr. Unsec. Global Notes,
5.25%, 07/27/21		5,510,000		5,886,924
6.15%, 04/01/18		10,325,000		11,688,537
Sr. Unsec. Medium-Term Global Notes, 3.70%, 08/01/15		1,350,000		1,414,700
Unsec. Sub. Global Notes,
6.75%, 10/01/37		4,585,000		4,747,482
Series C, Exchangeable Basket-Linked Conv. Medium-Term Notes, 1.00%, 03/15/17(c)(f)		61,461,000		67,890,435
Macquarie Bank Ltd. (Australia), Sr. Unsec. Notes, 5.00%, 02/22/17(c)		6,100,000		6,570,878
Macquarie Group Ltd. (Australia), Sr. Unsec. Notes, 6.00%, 01/14/20(c)		950,000		998,680
Morgan Stanley, Sr. Unsec. Global Notes, 3.80%, 04/29/16		5,560,000		5,824,160
6.38%, 07/24/42		8,140,000		9,065,928
Sr. Unsec. Medium-Term Global Notes, 4.00%, 07/24/15		12,875,000		13,463,901
Sr. Unsec. Notes, 3.45%, 11/02/15		9,855,000		10,222,875
5.75%, 01/25/21		3,135,000		3,457,237
				149,724,887
IT Consulting & Other Services–0.00%
International Business Machines Corp., Sr. Unsec. Global Notes, 7.63%, 10/15/18		100,000		126,146
Life & Health Insurance–0.27%
Aegon N.V. (Netherlands), Sr. Unsec. Global Bonds, 4.63%, 12/01/15		3,100,000		3,323,103
Lincoln National Corp., Sr. Unsec. Global Notes, 4.00%, 09/01/23		4,505,000		4,452,431
MetLife, Inc., Sr. Unsec. Global Notes, 4.75%, 02/08/21		3,565,000		3,865,382
Pacific LifeCorp., Sr. Unsec. Notes, 6.00%, 02/10/20(c)		3,425,000		3,809,252
Prudential Financial, Inc., Sr. Unsec. Medium-Term Notes,
5.10%, 08/15/43		4,010,000		3,989,716
7.38%, 06/15/19		1,020,000		1,254,484
Series D, Sr. Unsec. Medium-Term Notes, 4.75%, 09/17/15		5,030,000		5,412,426
Sr. Unsec. Medium-Term Notes, 3.88%, 01/14/15		950,000		989,184
6.63%, 12/01/37		3,475,000		4,172,593
				31,268,571

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

14                         Invesco Equity and Income Fund

	Principal Amount		Value
Managed Health Care–0.58%
Aetna, Inc., Sr. Unsec. Global Notes,
3.95%, 09/01/20	$	9,990,000	$	10,327,074
4.13%, 11/15/42		3,320,000		2,916,385
Humana Inc., Sr. Unsec. Global Notes, 4.63%, 12/01/42		3,940,000		3,507,556
UnitedHealth Group Inc., Sr. Unsec. Global Notes, 1.63%, 03/15/19		5,805,000		5,541,583
WellPoint Inc., Sr. Unsec. Conv. Notes, 2.75%, 10/15/42(c)		34,762,000		44,712,622
				67,005,220
Movies & Entertainment–0.03%
Time Warner, Inc., Sr. Unsec. Gtd. Notes, 5.88%, 11/15/16		2,655,000		3,006,988
Office Electronics–0.01%
Xerox Corp., Sr. Unsec. Notes, 4.25%, 02/15/15		820,000		855,162
Office REIT’s–0.05%
Digital Realty Trust L.P., Sr. Unsec. Gtd. Global Notes, 4.50%, 07/15/15		5,210,000		5,475,558
Oil & Gas Drilling–0.01%
Noble Holding International Ltd., Sr. Unsec. Gtd. Global Notes, 2.50%, 03/15/17		1,150,000		1,151,832
Oil & Gas Equipment & Services–0.13%
Helix Energy Solutions Group, Inc., Sr. Unsec. Conv. Notes, 3.25%, 03/15/18(e)		11,911,000		15,618,299
Oil & Gas Exploration & Production–0.78%
Cobalt International Energy Inc., Sr. Unsec. Conv. Notes, 2.63%, 12/01/19		41,457,000		42,856,174
Petrobras International Finance Co. (Brazil), Sr. Unsec. Gtd. Global Notes, 6.88%, 01/20/40		260,000		246,444
Petroleos Mexicanos (Mexico), Sr. Unsec. Gtd. Global Notes,
4.88%, 01/24/22		7,430,000		7,490,410
5.50%, 01/21/21		6,750,000		7,134,178
Southwestern Energy Co., Sr. Unsec. Gtd. Global Notes, 4.10%, 03/15/22		7,500,000		7,381,473
Stone Energy Corp., Sr. Unsec. Gtd. Conv. Notes, 1.75%, 03/01/17		24,746,000		25,148,122
XTO Energy, Inc., Sr. Unsec. Notes, 5.75%, 12/15/13		310,000		314,692
				90,571,493
Oil & Gas Refining & Marketing–0.04%
Phillips 66, Sr. Unsec. Gtd. Global Notes, 1.95%, 03/05/15		4,760,000		4,836,812

	Principal Amount		Value
Oil & Gas Storage & Transportation–0.18%
Enterprise Products Operating LLC,
Sr. Unsec. Gtd. Global Notes, 5.25%, 01/31/20	$	2,889,000	$	3,201,977
Sr. Unsec. Gtd. Notes, 6.45%, 09/01/40		555,000		644,915
Series N, Sr. Unsec. Gtd. Notes, 6.50%, 01/31/19		4,420,000		5,205,211
Plains All American Pipeline L.P./ PAA Finance Corp., Sr. Unsec. Global Notes, 3.65%, 06/01/22		4,275,000		4,210,819
Spectra Energy Capital LLC, Sr. Unsec. Gtd. Notes, 7.50%, 09/15/38		2,245,000		2,651,157
Texas Eastern Transmission L.P., Sr. Unsec. Notes, 7.00%, 07/15/32		3,835,000		4,609,696
				20,523,775
Other Diversified Financial Services–1.08%
Bank of America Corp., Sr. Unsec. Global Notes,
4.10%, 07/24/23		2,450,000		2,403,727
5.75%, 12/01/17		2,825,000		3,163,681
Sr. Unsec. Medium-Term Notes, 1.25%, 01/11/16		6,465,000		6,430,614
Series L, Sr. Unsec. Medium-Term Global Notes, 5.65%, 05/01/18		10,675,000		11,917,705
Sr. Unsec. Medium-Term Notes, 7.38%, 05/15/14		315,000		329,604
Bear Stearns Cos., LLC (The), Sr. Unsec. Global Notes, 7.25%, 02/01/18		8,140,000		9,685,462
Citigroup Inc.,
Sr. Unsec. Global Notes, 6.01%, 01/15/15		1,615,000		1,722,052
6.13%, 11/21/17		11,440,000		13,134,583
8.50%, 05/22/19		2,385,000		3,025,247
Sr. Unsec. Notes,
4.75%, 05/19/15		1,000,000		1,061,141
Unsec. Sub. Global Notes, 3.50%, 05/15/23		5,000,000		4,514,562
4.05%, 07/30/22		5,455,000		5,240,978
General Electric Capital Corp., Class C, Jr. Unsec. Sub. Global Notes, 5.25%,(d)		9,400,000		8,709,100
Series G, Sr. Unsec. Medium-Term Global Notes, 6.00%, 08/07/19		8,500,000		9,779,808
ING US Inc., Sr. Unsec. Gtd. Global Notes, 5.50%, 07/15/22		9,455,000		10,091,788
JPMorgan Chase & Co.,
Sr. Unsec. Global Notes, 4.40%, 07/22/20		5,700,000		5,989,234
Sr. Unsec. Notes,
6.00%, 01/15/18		7,395,000		8,472,946
Unsec. Sub. Global Notes, 5.13%, 09/15/14		1,530,000		1,598,242
Series Q, Jr. Unsec. Sub. Global Notes, 5.15%,(d)		7,395,000		6,600,037

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

15                         Invesco Equity and Income Fund

	Principal Amount		Value
Other Diversified Financial Services–(continued)
Merrill Lynch & Co., Inc., Sr. Unsec. Medium-Term Notes, 6.88%, 04/25/18	$	9,445,000	$	10,989,961
				124,860,472
Packaged Foods & Meats–0.13%
Grupo Bimbo S.A.B. de C.V. (Mexico), Sr. Unsec. Gtd. Notes, 4.88%, 06/30/20(c)		5,095,000		5,297,324
Mondelez International Inc., Sr. Unsec. Global Notes,
6.50%, 02/09/40		2,130,000		2,513,903
6.88%, 02/01/38		842,000		1,016,695
7.00%, 08/11/37		2,830,000		3,472,244
Sr. Unsec. Notes,
6.88%, 01/26/39		2,125,000		2,571,019
				14,871,185
Paper Products–0.03%
International Paper Co., Sr. Unsec. Global Notes, 6.00%, 11/15/41		2,855,000		3,104,374
Personal Products–0.01%
Avon Products Inc., Sr. Unsec. Global Notes, 2.38%, 03/15/16		1,610,000		1,625,983
Pharmaceuticals–0.59%
AbbVie Inc., Sr. Unsec. Global Notes, 1.20%, 11/06/15		18,095,000		18,193,842
Mylan Inc., Sr. Unsec. Gtd. Notes, 6.00%, 11/15/18(c)		10,574,000		11,380,267
Salix Pharmaceuticals Ltd., Sr. Unsec. Conv. Notes, 1.50%, 03/15/19		25,242,000		31,173,870
Teva Pharmaceutical Finance Co. B.V. (Israel), Sr. Unsec. Gtd. Global Notes, 2.95%, 12/18/22		3,900,000		3,586,714
Zoetis Inc., Sr. Unsec. Notes, 4.70%, 02/01/43(c)		4,101,000		3,856,453
				68,191,146
Property & Casualty Insurance–0.19%
CNA Financial Corp.,
Sr. Unsec. Global Bonds, 5.88%, 08/15/20		4,915,000		5,571,254
Sr. Unsec. Notes,
7.35%, 11/15/19		425,000		516,330
Markel Corp., Sr. Unsec. Notes, 5.00%, 03/30/43		4,185,000		3,937,131
Travelers Cos., Inc. (The), Sr. Unsec. Global Notes, 4.60%, 08/01/43		6,455,000		6,389,457
WR Berkley Corp., Sr. Unsec. Global Notes, 4.63%, 03/15/22		5,040,000		5,172,727
				21,586,899
Railroads–0.20%
Burlington Northern Santa Fe, LLC, Sr. Unsec. Notes, 5.15%, 09/01/43		19,380,000		19,637,795

	Principal Amount		Value
Railroads–(continued)
CSX Corp.,
Sr. Unsec. Global Notes, 6.15%, 05/01/37	$	1,750,000	$	1,997,255
Sr. Unsec. Notes,
5.50%, 04/15/41		1,660,000		1,769,713
				23,404,763
Regional Banks–0.14%
Nationwide Building Society (United Kingdom), Sr. Unsec. Notes, 6.25%, 02/25/20(c)		8,845,000		9,887,895
PNC Funding Corp., Sr. Unsec. Gtd. Global Notes, 5.13%, 02/08/20		5,305,000		5,886,751
				15,774,646
Retail REIT’s–0.08%
Simon Property Group L.P., Sr. Unsec. Notes, 4.75%, 03/15/42		2,815,000		2,690,885
WEA Finance LLC (Australia), Sr. Unsec. Gtd. Notes, 7.13%, 04/15/18(c)		5,290,000		6,293,436
				8,984,321
Semiconductor Equipment–0.53%
Lam Research Corp., Series B, Sr. Unsec. Conv. Notes, 1.25%, 05/15/18		33,039,000		38,263,292
Novellus Systems Inc., Sr. Unsec. Gtd. Conv. Notes, 2.63%, 05/15/41		15,729,000		23,151,122
				61,414,414
Semiconductors–0.99%
Linear Technology Corp.,
Sr. Unsec. Conv. Notes, 3.00%, 05/01/14(c)(e)		36,420,000		38,855,587
Series A, Sr. Unsec. Conv. Global Notes, 3.00%, 05/01/14(e)		10,661,000		11,373,954
Micron Technology Inc.,
Series A, Sr. Unsec. Conv. Notes, 1.50%, 08/01/18(e)		2,977,000		4,346,420
Series E, Sr. Unsec. Conv. Notes, 1.63%, 02/15/18(c)(e)		20,548,000		28,574,563
Xilinx Inc., Jr. Unsec. Sub. Conv. Notes, 3.13%, 03/15/37(c)		20,622,000		31,036,110
				114,186,634
Soft Drinks–0.03%
Fomento Economico Mexicano S.A.B. de C.V. (Mexico), Sr. Unsec. Global Notes, 4.38%, 05/10/43		3,925,000		3,358,234
Sovereign Debt–0.18%
Brazilian Government International Bond (Brazil), Sr. Unsec. Global Bonds, 6.00%, 01/17/17		16,505,000		18,427,832

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

16                         Invesco Equity and Income Fund

	Principal Amount		Value
Sovereign Debt–(continued)
Peruvian Government International Bond (Peru), Sr. Unsec. Global Notes, 7.13%, 03/30/19	$	1,650,000	$	1,969,688
Russian Foreign Bond (Russia), Sr. Unsec. Euro Notes, 3.63%, 04/29/15(c)		800,000		834,000
				21,231,520
Specialized Finance–0.11%
International Lease Finance Corp., Sr. Unsec. Global Notes, 5.88%, 08/15/22		3,315,000		3,234,197
Moody’s Corp., Sr. Unsec. Global Notes,, 4.50%, 09/01/22		6,835,000		6,843,289
National Rural Utilities Cooperative Finance Corp., Sr. Sec. Collateral Trust Bonds, 3.05%, 02/15/22		2,550,000		2,499,004
				12,576,490
Specialized REIT’s–0.25%
American Tower Corp., Sr. Unsec. Global Notes,
3.40%, 02/15/19		7,235,000		7,238,787
4.63%, 04/01/15		2,425,000		2,537,843
Sr. Unsec. Notes,
4.50%, 01/15/18		4,620,000		4,876,144
Senior Housing Properties Trust, Sr. Unsec. Notes, 4.30%, 01/15/16		6,620,000		6,859,975
Ventas Realty L.P./Ventas Capital Corp., Sr. Unsec. Gtd. Notes,
2.70%, 04/01/20		4,710,000		4,452,292
4.25%, 03/01/22		2,635,000		2,634,357
				28,599,398
Specialty Properties–0.03%
EPR Properties, Sr. Unsec. Gtd. Notes, 5.25%, 07/15/23		3,800,000		3,695,940
Steel–0.46%
ArcelorMittal (Luxembourg),
Sr. Unsec. Global Bonds, 10.35%, 06/01/19		7,005,000		8,308,829
Sr. Unsec. Global Notes, 4.25%, 08/05/15		8,775,000		9,048,007
6.13%, 06/01/18		390,000		403,088
7.25%, 03/01/41		2,225,000		2,017,232
United States Steel Corp., Sr. Unsec. Conv. Notes, 2.75%, 04/01/19		24,343,000		25,225,434
Vale Overseas Ltd. (Brazil), Sr. Unsec. Gtd. Global Notes,
4.63%, 09/15/20		320,000		319,266
5.63%, 09/15/19		4,655,000		5,004,085
Vale S.A. (Brazil), Sr. Unsec. Global Notes, 5.63%, 09/11/42		4,075,000		3,413,903
				53,739,844
Thrifts & Mortgage Finance–0.41%
MGIC Investment Corp., Sr. Unsec. Conv. Notes,
2.00%, 04/01/20		4,060,000		5,125,750
5.00%, 05/01/17		20,997,000		22,939,223

	Principal Amount		Value
Thrifts & Mortgage Finance–(continued)
Radian Group Inc., Sr. Unsec. Conv. Notes,
2.25%, 03/01/19	$	4,063,000	$	5,830,405
3.00%, 11/15/17		10,019,000		13,920,148
				47,815,526
Tobacco–0.01%
Altria Group, Inc., Sr. Unsec. Gtd. Global Notes, 4.13%, 09/11/15		715,000		759,721
Trucking–0.10%
Penske Truck Leasing Co., L.P./PTL Finance Corp., Sr. Unsec. Notes, 2.50%, 03/15/16(c)		7,435,000		7,564,810
Ryder System, Inc., Sr. Unsec. Medium-Term Notes, 3.15%, 03/02/15		4,030,000		4,152,802
				11,717,612
Wireless Telecommunication Services–0.20%
America Movil S.A.B. de C.V. (Mexico),
Sr. Unsec. Global Notes, 4.38%, 07/16/42		6,610,000		5,202,630
Sr. Unsec. Gtd. Global Notes, 2.38%, 09/08/16		4,450,000		4,521,265
Crown Castle Towers LLC, Sr. Sec. Gtd. Notes,
3.21%, 08/15/15(c)		5,095,000		5,246,855
6.11%, 01/15/20(c)		2,565,000		2,917,688
Rogers Communications Inc. (Canada), Sr. Unsec. Gtd. Global Notes, 4.50%, 03/15/43		6,080,000		5,306,516
				23,194,954
Total Bonds and Notes (Cost $2,099,138,642)				2,295,020,028
U.S. Treasury Securities–6.56%
U.S. Treasury Bills–0.02%
0.09%, 05/01/14(g)(h)		425,000		424,801
0.10%, 05/01/14(g)(h)		200,000		199,907
0.11%, 05/01/14(g)(h)		1,500,000		1,499,299
				2,124,007
U.S. Treasury Bonds–0.61%
8.00%, 11/15/21		3,557,000		5,033,412
3.13%, 11/15/41		1,400,000		1,258,315
3.00%, 05/15/42		22,475,000		19,627,990
2.88%, 05/15/43		53,065,000		44,900,268
				70,819,985
U.S. Treasury Notes–5.93%
1.50%, 12/31/13		28,000,000		28,131,706
1.75%, 03/31/14		12,000,000		12,112,847
2.63%, 07/31/14		95,125,000		97,254,839
2.38%, 10/31/14		206,415,000		211,652,032
2.13%, 11/30/14		77,385,000		79,227,768

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

17                         Invesco Equity and Income Fund

	Principal Amount		Value
U.S. Treasury Notes–(continued)
2.25%, 01/31/15	$	19,650,000	$	20,197,922
2.50%, 03/31/15		495,000		511,978
2.13%, 05/31/15		4,445,000		4,581,521
2.00%, 04/30/16		17,445,000		18,065,510
1.75%, 05/31/16		950,000		977,114
0.88%, 04/30/17		2,000,000		1,982,454
0.63%, 05/31/17		4,410,000		4,323,086
1.38%, 07/31/18		44,421,000		43,947,276
1.25%, 01/31/19		23,000,000		22,381,189
3.63%, 08/15/19		58,350,000		63,938,322
3.38%, 11/15/19		20,000,000		21,653,041
2.63%, 11/15/20		6,500,000		6,653,432
2.50%, 08/15/23		49,265,000		48,090,059
				685,682,096
Total U.S. Treasury Securities (Cost $752,013,142)				758,626,088
	Shares
Preferred Stocks–1.51%
Diversified Banks–0.10%
Wells Fargo & Co., 5.85% Pfd.		486,600		11,756,256
Health Care Facilities–0.29%
HealthSouth Corp., Series A, $65.00 Conv. Pfd.		27,000		33,588,000
Health Care Services–0.21%
Omnicare Capital Trust II, Series B, $2.00 Jr. Unsec. Sub. Gtd. Conv. Pfd.		356,855		24,144,809
Oil & Gas Storage & Transportation–0.45%
El Paso Energy Capital Trust I, $2.38, Jr. Unsec. Sub. Gtd. Conv. Pfd.		875,900		51,441,607
Regional Banks–0.46%
KeyCorp, Series A, $7.75 Conv. Pfd.		427,098		53,391,521
Total Preferred Stocks (Cost $128,532,081)				174,322,193
	Principal Amount
U.S. Government Sponsored Agency Securities–1.07%
Federal Home Loan Mortgage Corp. (FHLMC)–0.63%
Sr. Unsec. Global Notes, 3.00%, 07/28/14	$	23,700,000		24,301,574
6.75%, 03/15/31		7,000,000		9,437,676
Unsec. Global Notes, 4.88%, 06/13/18		33,680,000		38,448,456
				72,187,706

	Principal Amount		Value
Federal National Mortgage Association (FNMA)–0.44%
Sr. Unsec. Global Bonds, 6.63%, 11/15/30	$	6,315,000	$	8,426,230
Sr. Unsec. Global Notes, 2.88%, 12/11/13		600,000		604,456
4.38%, 10/15/15		38,850,000		42,018,868
				51,049,554
Total U.S. Government Sponsored Agency Securities (Cost $121,811,204)				123,237,260
Municipal Obligations–0.10%
Georgia (State of) Municipal Electric Authority (Plant Vogtle Units 3 & 4 Project J);
Series 2010 A, Taxable Build America RB, 6.64%, 04/01/57		2,600,000		2,719,158
Series 2010, Build America RB, 6.66%, 04/01/57		4,980,000		5,178,104
Texas (State of) Transportation Commission; Series 2010 B, Taxable First Tier Build America RB, 5.03%, 04/01/26		3,450,000		3,771,092
Total Municipal Obligations (Cost $11,090,528)				11,668,354
Asset-Backed Securities–0.00%
Nomura Asset Acceptance Corp., Series 2005 AR1, Floating Rate Pass Through Ctfs., 0.46%, 02/25/35 (Cost $1,315)(i)		1,315		1,319
U.S. Government Sponsored Mortgage-Backed Securities–0.00%
Federal Home Loan Mortgage Corp. (FHLMC)–0.00%
Pass Through Ctfs., 6.50%, 05/01/29		3		3
5.50%, 02/01/37		204		220
				223
Federal National Mortgage Association (FNMA)–0.00%
Pass Through Ctfs., 7.00%, 07/01/18 to 07/01/32		87,724		97,520
5.50%, 03/01/21		192		209
8.00%, 08/01/21		4,720		5,161
				102,890
Government National Mortgage Association (GNMA)–0.00%
Pass Through Ctfs., 8.00%, 04/15/26 to 01/20/31		39,608		43,294
7.50%, 12/20/30		2,879		3,472
				46,766
Total U.S. Government Sponsored Mortgage–Backed Securities (Cost $140,153)				149,879

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

18                         Invesco Equity and Income Fund

	Shares		Value
Money Market Funds–3.33%
Liquid Assets Portfolio–Institutional Class(j)		192,493,470	$	192,493,470
Premier Portfolio–Institutional Class(j)		192,493,469		192,493,469
Total Money Market Funds (Cost $384,986,939)				384,986,939
TOTAL INVESTMENTS–99.81% (Cost $9,522,804,568)				11,535,704,421
OTHER ASSETS LESS LIABILITIES–0.19%				21,606,965
NET ASSETS–100.00%			$	11,557,311,386

Investment Abbreviations:

ADR	– American Depositary Receipt
Conv.	– Convertible
Ctfs.	– Certificates
Deb.	– Debentures
Gtd.	– Guaranteed
Jr.	– Junior
Pfd.	– Preferred
RB	– Revenue Bonds
REIT	– Real Estate Investment Trust
Sec.	– Secured
Sr.	– Senior
Sub.	– Subordinated
Unsec.	– Unsecured

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 “1933 Act”). The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at August 31, 2013 was $546,688,728, which represented 4.73% of the Fund’s Net Assets.

^(d)  Perpetual bond with no specified maturity date.

^(e)  Security has an irrevocable call by the issuer or mandatory put by the holder. Maturity date reflects such call or put.

^(f)  Each unit represents one common share and one trust share.

^(g)  Security traded on a discount basis. The interest rate shown represents the discount rate at the time of purchase by the Fund.

^(h)  All or a portion of the value was pledged as collateral to cover margin requirements for open futures contracts. See Note 1K and Note 4.

⁽ⁱ⁾  Interest or dividend rate is redetermined periodically. Rate shown is the rate in effect on August 31, 2013.

^(j)  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.

19                         Invesco Equity and Income Fund

Statement of Assets and Liabilities

August 31, 2013

Assets:
Investments, at value (Cost $9,137,817,629)	$	11,150,717,482
Investments in affiliated money market funds, at value and cost		384,986,939
Total investments, at value (Cost $9,522,804,568)		11,535,704,421
Foreign currencies, at value (Cost $242,723)		242,237
Receivable for:
Variation margin		67,320
Fund shares sold		16,652,292
Dividends and interest		44,211,792
Foreign currency contracts outstanding		1,610,577
Investment for trustee deferred compensation and retirement plans		268,684
Other assets		157,391
Total assets		11,598,914,714
Liabilities:
Payable for:
Investments purchased		17,700,854
Fund shares reacquired		13,404,121
Accrued fees to affiliates		8,833,411
Accrued trustees’ and officers’ fees and benefits		31,024
Accrued other operating expenses		462,217
Trustee deferred compensation and retirement plans		1,171,701
Total liabilities		41,603,328
Net assets applicable to shares outstanding	$	11,557,311,386
Net assets consist of:
Shares of beneficial interest	$	9,092,298,449
Undistributed net investment income		55,604,360
Undistributed net realized gain		395,029,546
Net unrealized appreciation		2,014,379,031
	$	11,557,311,386

Net Assets:
Class A	$	8,752,699,794
Class B	$	570,145,892
Class C	$	1,284,224,507
Class R	$	193,609,968
Class Y	$	477,206,912
Class R5	$	241,539,947
Class R6	$	37,884,366
Shares outstanding, $0.01 par value per share, with an unlimited number of shares authorized:
Class A		839,508,139
Class B		55,786,627
Class C		125,078,424
Class R		18,497,544
Class Y		45,755,096
Class R5		23,147,354
Class R6		3,631,883
Class A:
Net asset value per share	$	10.43
Maximum offering price per share
(Net asset value of $10.43 ¸ 94.50%)	$	11.04
Class B:
Net asset value and offering price per share	$	10.22
Class C:
Net asset value and offering price per share	$	10.27
Class R:
Net asset value and offering price per share	$	10.47
Class Y:
Net asset value and offering price per share	$	10.43
Class R5:
Net asset value and offering price per share	$	10.43
Class R6:
Net asset value and offering price per share	$	10.43

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

20                         Invesco Equity and Income Fund

Statement of Operations

For the year ended August 31, 2013

Investment income:
Dividends (net of foreign withholding taxes of $1,092,251)	$	174,072,526
Dividends from affiliated money market funds		406,892
Interest		105,038,339
Total investment income		279,517,757
Expenses:
Advisory fees		39,080,641
Administrative services fees		811,447
Custodian fees		301,810
Distribution fees:
Class A		20,729,091
Class B		6,683,845
Class C		12,030,658
Class R		910,338
Transfer agent fees — A, B, C, R and Y		17,356,933
Transfer agent fees — R5		224,915
Transfer agent fees — R6		2,191
Trustees’ and officers’ fees and benefits		378,809
Other		1,453,858
Total expenses		99,964,536
Less: Fees waived and expense offset arrangement(s)		(585,944	)
Net expenses		99,378,592
Net investment income		180,139,165
Realized and unrealized gain (loss) from:
Net realized gain (loss) from:
Investment securities (includes net gains from securities sold to affiliates of $495,804)		607,472,419
Foreign currencies		23,674
Foreign currency contracts		(2,438,507	)
Futures contracts		5,576,895
Option contracts written		288,511
		610,922,992
Change in net unrealized appreciation (depreciation) of:
Investment securities		980,332,001
Foreign currencies		(3,856	)
Foreign currency contracts		5,263,077
Futures contracts		967,266
		986,558,488
Net realized and unrealized gain		1,597,481,480
Net increase in net assets resulting from operations	$	1,777,620,645

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

21                         Invesco Equity and Income Fund

Statement of Changes in Net Assets

For the years ended August 31, 2013 and 2012

	2013			2012
Operations:
Net investment income	$	180,139,165		$	209,123,341
Net realized gain		610,922,992			106,070,128
Change in net unrealized appreciation		986,558,488			934,736,730
Net increase in net assets resulting from operations		1,777,620,645			1,249,930,199
Distributions to shareholders from net investment income:
Class A		(177,192,280	)		(152,150,003	)
Class B		(9,850,781	)		(16,509,929	)
Class C		(16,986,784	)		(14,510,005	)
Class R		(3,445,076	)		(3,178,686	)
Class Y		(10,171,497	)		(8,610,039	)
Class R5		(5,604,640	)		(4,674,921	)
Class R6		(1,344,016	)		—
Total distributions from net investment income		(224,595,074	)		(199,633,583	)
Share transactions–net:
Class A		(291,238,977	)		(802,662,360	)
Class B		(266,029,232	)		(358,776,295	)
Class C		(40,820,681	)		(175,219,330	)
Class R		(8,690,407	)		(23,670,724	)
Class Y		9,342,497			(47,889,519	)
Class R5		(29,202,753	)		59,177,309
Class R6		29,344,576			—
Net increase (decrease) in net assets resulting from share transactions		(597,294,977	)		(1,349,040,919	)
Net increase (decrease) in net assets		955,730,594			(298,744,303	)
Net assets:
Beginning of year		10,601,580,792			10,900,325,095
End of year (includes undistributed net investment income of $55,604,360 and $53,000,204, respectively)	$	11,557,311,386		$	10,601,580,792

Notes to Financial Statements

August 31, 2013

NOTE 1—Significant Accounting Policies

Invesco Equity and Income Fund (the “Fund”) is a series portfolio of AIM Counselor Series Trust (Invesco 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 twelve 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 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 seven different classes of shares: Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6. On September 24, 2012, Institutional Class shares were renamed Class R5 shares and the Fund began offering Class R6 shares. 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, Class R5 and Class R6 shares are sold at net asset value. Effective November 30, 2010, new or additional investments in Class B shares are no longer permitted. Existing shareholders of Class B shares may continue to reinvest dividends and capital gains distributions in Class B shares until they convert to Class A shares. 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 to Class A shares. 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. Redemption of Class B shares prior to the conversion date will be subject to a CDSC.

22                         Invesco Equity and Income Fund

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 (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

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.

Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the 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 the Adviser determines 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’ prices 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 economic 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 became 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 net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s 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

23                         Invesco Equity and Income Fund

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, if any, are declared and paid quarterly and are recorded on the ex-dividend date. Distributions from net realized capital gain, if any, are generally declared and paid annually and recorded on the 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 of 1986, as amended (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 Class R5 and Class R6 are allocated to each share class based on relative net assets. Sub-accounting fees attributable to Class R5 are charged to the operations of the 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 June 1, 2010, incremental transfer agency fees which were unique to each class of shares 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 the 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. 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.

K. 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)

24                         Invesco Equity and Income Fund

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.

L. Call Options Written — The Fund may write covered call options. A covered 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 covered 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 covered call 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 covered 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.

M. Collateral — To the extent the Fund has designated 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 Daily Net Assets	Rate
First $150 million		0.50%
Next $100 million		0.45%
Next $100 million		0.40%
Over $350 million		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 Canada 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(s) 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 June 30, 2014, to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed below) of Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6 shares to 1.50%, 2.25%, 2.25%, 1.75%, 1.25%, 1.25% and 1.25% 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 total annual fund operating expenses after fee waiver 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, including litigation expenses; 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, 2014. 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, 2014, 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, 2013, the Adviser waived advisory fees of $569,348.

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, 2013, 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, 2013, expenses incurred under the agreement 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.

25                         Invesco Equity and Income Fund

For the year ended August 31, 2013, 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 year ended August 31, 2013, IDI advised the Fund that IDI retained $1,843,457 in front-end sales commissions from the sale of Class A shares and $6,858, $376,011 and $22,214 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders.

For the year ended August 31, 2013, the Fund incurred $43,912 in brokerage commissions with Invesco Capital Markets, Inc., an affiliate of the Adviser and IDI, for portfolio transactions executed on behalf of the Fund.

Certain officers and trustees of the Trust are officers and directors of the Adviser, 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, 2013. 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	$	8,313,413,493		$	33,588,000	$	—	$	8,347,001,493
U.S. Treasury Securities		—			758,626,088		—		758,626,088
Corporate Debt Securities		—			2,273,788,508		—		2,273,788,508
U.S. Government Sponsored Securities		—			123,387,139		—		123,387,139
Asset-Backed Securities		—			1,319		—		1,319
Municipal Obligations		—			11,668,354		—		11,668,354
Foreign Government Debt Securities		—			21,231,520		—		21,231,520
	$	8,313,413,493		$	3,222,290,928	$	—	$	11,535,704,421
Foreign Currency Contracts*		—			1,610,577		—		1,610,577
Futures*		(132,057	)		—		—		(132,057	)
Total Investments	$	8,313,281,436		$	3,223,901,505	$	—	$	11,537,182,941

* Unrealized appreciation (depreciation).

NOTE 4—Derivative Investments

Value of Derivative Investments at Period-End

The table below summarizes the value of the Fund’s derivative investments, detailed by primary risk exposure, held as of August 31, 2013:

	Value
Risk Exposure/Derivative Type	Assets		Liabilities
Currency risk
Foreign currency contracts(a)	$	2,044,332	$	(433,755	)
Interest rate risk
Futures contracts(b)		—		(132,057	)
Total	$	2,044,332	$	(565,812	)

^(a)  Values are disclosed on the Statement of Assets and Liabilities under the caption Foreign currency contracts outstanding.

^(b)  Includes cumulative appreciation (depreciation) of futures contracts. Only current day’s variation margin receivable (payable) is reported within the Statement of Assets and Liabilities.

26                         Invesco Equity and Income Fund

Effect of Derivative Investments for the year ended August 31, 2013

The table below summarizes the gains (losses) on derivative investments, detailed by primary risk exposure, recognized in earnings during the period:

	Location of Gain (Loss) on Statement of Operations
	Futures*		Foreign Currency Contracts*			Options*
Realized Gain (Loss)
Currency risk	$	—	$	(2,438,507	)	$	—
Equity risk		—		—			288,511
Interest rate risk		5,576,895		—			—
Change in Unrealized Appreciation
Currency risk		—		5,263,077			—
Interest rate risk		967,266		—			—
Total	$	6,544,161	$	2,824,570		$	288,511

* The average notional value of futures contracts, foreign currency contracts and option contracts written outstanding during the period was $287,637,319, $297,293,467 and $8,138,650, respectively.

Open Foreign Currency Contracts
Settlement Date	Counterparty	Contract to						Notional Value		Unrealized Appreciation (Depreciation)
		Deliver			Receive
09/27/13	State Street		CAD	50,103,466		USD	47,647,250	$	47,533,338	$	113,912
09/27/13	Bank of New York		CAD	55,378,357		USD	52,681,587		52,537,647		143,940
09/27/13	Bank of New York		CHF	33,689,820		USD	36,713,948		36,215,924		498,024
09/27/13	State Street		CHF	40,173,270		USD	43,751,961		43,185,511		566,450
09/27/13	Bank of New York		EUR	24,898,278		USD	33,331,698		32,909,677		422,021
09/27/13	State Street		GBP	62,034,224		USD	96,410,799		96,110,814		299,985
09/27/13	State Street		ILS	189,265,918		USD	51,789,826		52,223,581		(433,755	)
										$	1,610,577

Currency Abbreviations:

CAD	– Canadian Dollar
CHF	– Swiss Franc

EUR	– Euro
GBP	– British Pound Sterling

ILS	– Israeli Shekel
USD	– U.S. Dollar

Open Futures Contracts
Short Contracts	Number of Contracts		Expiration Month		Notional Value			Unrealized Appreciation (Depreciation)
U.S. Treasury 5 Year Notes		841		December-2013	$	(100,650,618	)	$	(100,321	)
U.S. Treasury 10 Year Notes		648		December-2013		(80,534,250	)		(31,736	)
Total								$	(132,057	)

Transactions During the Period
	Call Option Contracts
	Number of Contracts			Premiums Received
Beginning of period		—		$	—
Written		17,554			1,234,099
Closed		(2,814	)		(342,794	)
Expired		(14,740	)		(891,305	)
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 year ended August 31, 2013, the Fund engaged in securities purchases of $8,058,423 and securities sales of $1,801,148, which resulted in net realized gains of $495,804.

27                         Invesco Equity and Income Fund

NOTE 6—Expense Offset Arrangement(s)

The expense offset arrangements are comprised of (1) transfer agency credits which result from balances in Demand Deposit Accounts (DDA) used by the transfer agent for clearing shareholder transactions and (2) custodian credits which result from periodic overnight cash balances at the custodian. For the year ended August 31, 2013, the Fund received credits from these arrangements, which resulted in the reduction of the Fund’s total expenses of $16,596.

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 State Street Bank and Trust Company, the custodian bank. Such balances, if any at period end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. 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 9—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Years Ended August 31, 2013 and 2012:

	2013		2012
Ordinary income	$	224,595,074	$	199,633,583

Tax Components of Net Assets at Period-End:

	2013
Undistributed ordinary income	$	102,086,238
Undistributed long-term gain		455,743,294
Net unrealized appreciation — investments		1,965,221,779
Net unrealized appreciation — other investments		658
Temporary book/tax differences		(7,039,123	)
Capital loss carryforward		(50,999,909	)
Shares of beneficial interest		9,092,298,449
Total net assets	$	11,557,311,386

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, book to tax accretion and amortization differences and contingent payment debt instruments.

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 and deferred straddle losses.

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 Regulated Investment Company Modernization Act of 2010 eliminated the eight-year carryover period for capital losses that arise in taxable years beginning after its enactment date of December 22, 2010. Consequently, these capital losses can be carried forward for an unlimited period. However, capital losses with an expiration period may not be used to offset capital gains until all net capital losses without an expiration date have been utilized. Additionally, post-enactment capital loss carryovers will retain their character as either short-term or long-term capital losses instead of as short-term capital losses as under prior law. 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.

28                         Invesco Equity and Income Fund

The Fund utilized $47,193,704 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, 2013, which expires as follows:

Capital Loss Carryforward*
Expiration	Short-Term		Long-Term		Total
August 31, 2016	$	40,907,811	$	—	$	40,907,811
August 31, 2017		10,092,098		—		10,092,098
	$	50,999,909	$	—	$	50,999,909

* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code. To the extent that unrealized gains as of May 23, 2011, the date of reorganization of Invesco Balanced Fund and Invesco Basic Balanced Fund into the Fund, are realized on securities held in each fund at such date of reorganization, the capital loss carryforward may be further limited for up to five years from the date of the reorganization.

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 year ended August 31, 2013 was $2,600,016,031 and $3,016,172,227, respectively. During the same period, purchases and sales of U.S. Treasury obligations were $180,027,479 and $292,779,288, 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	$	2,073,985,344
Aggregate unrealized (depreciation) of investment securities		(108,763,565	)
Net unrealized appreciation of investment securities	$	1,965,221,779

Cost of investments for tax purposes is $9,570,482,642.

NOTE 11—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of bond premiums and contingent payment debt instruments, on August 31, 2013, undistributed net investment income was increased by $47,060,065, undistributed net realized gain was decreased by $46,777,314 and shares of beneficial interest was decreased by $282,751. This reclassification had no effect on the net assets of the Fund.

29                         Invesco Equity and Income Fund

NOTE 12—Share Information

	Years ended August 31,
	2013(a)						2012
	Shares			Amount			Shares			Amount
Sold:
Class A		87,700,842		$	873,364,044			76,632,228		$	653,647,850
Class B		823,802			8,051,441			1,051,815			8,808,659
Class C		12,109,400			121,759,085			4,887,236			41,102,265
Class R		4,574,200			45,460,476			5,932,415			50,391,223
Class Y		16,892,433			170,702,836			14,695,711			126,331,806
Class R5		6,739,690			64,982,296			12,294,259			102,222,163
Class R6(b)		10,147,759			98,261,438			—			—
Issued as reinvestment of dividends:
Class A		17,150,441			163,264,966			16,520,442			139,372,643
Class B		995,825			9,235,728			1,873,608			15,474,345
Class C		1,579,331			14,763,683			1,539,047			12,778,414
Class R		352,640			3,369,248			375,128			3,178,004
Class Y		997,253			9,485,943			968,129			8,164,860
Class R5		540,105			5,162,156			552,439			4,674,451
Class R6		138,720			1,344,016			—			—
Automatic conversion of Class B shares to Class A shares:
Class A		17,617,079			173,428,532			24,192,716			206,655,020
Class B		(17,961,899	)		(173,428,532	)		(24,426,071	)		(206,655,020	)
Reacquired:
Class A		(154,007,991	)		(1,501,296,519	)		(211,560,965	)		(1,802,337,873	)
Class B		(11,491,060	)		(109,887,869	)		(21,248,100	)		(176,404,279	)
Class C		(18,523,803	)		(177,343,449	)		(27,306,094	)		(229,100,009	)
Class R		(5,914,742	)		(57,520,131	)		(8,960,324	)		(77,239,951	)
Class Y		(17,512,155	)		(170,846,282	)		(21,766,458	)		(182,386,185	)
Class R5		(10,465,023	)		(99,347,205	)		(5,547,204	)		(47,719,305	)
Class R6		(6,654,596	)		(70,260,878	)		—			—
Net increase (decrease) in share activity		(64,171,749	)	$	(597,294,977	)		(159,300,043	)	$	(1,349,040,919	)

^(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 Fund 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 September 24, 2012.

30                         Invesco Equity and Income Fund

NOTE 13—Financial Highlights

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

	Net asset value, beginning of period		Net investment income(a)		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends from net investment income			Distributions from net realized gains			Total distributions			Net asset value, end of period		Total return			Net assets, end of period (000’s omitted)		Ratio of expenses to average net assets with fee waivers and/or  expenses absorbed			Ratio of expenses to average net assets without fee waivers and/or expenses absorbed			Ratio of net investment income to average net assets			Portfolio turnover(b)
Class A
Year ended 08/31/13	$	9.05	$	0.17	$	1.42		$	1.59		$	(0.21	)	$	—		$	(0.21	)	$	10.43		17.80	%(c)	$	8,752,700		0.78	%(d)		0.79	%(d)		1.74	%(d)		26	%
Year ended 08/31/12		8.19		0.17		0.85			1.02			(0.16	)		—			(0.16	)		9.05		12.67	(c)		7,878,694		0.80			0.81			2.05			21
Year ended 08/31/11		7.53		0.15		0.66			0.81			(0.15	)		—			(0.15	)		8.19		10.78	(c)		7,908,623		0.81			0.81			1.74			22
Eight months ended 08/31/10		7.79		0.10		(0.28	)		(0.18	)		(0.08	)		—			(0.08	)		7.53		(2.40	)(c)		7,560,462		0.78	(e)		0.78	(e)		1.89	(e)		24
Year ended 12/31/09		6.45		0.15		1.34			1.49			(0.15	)		—			(0.15	)		7.79		23.51	(f)		8,395,716		0.82			0.82			2.15			78
Year ended 12/31/08		8.84		0.20		(2.36	)		(2.16	)		(0.22	)		(0.01	)		(0.23	)		6.45		(24.78	)(f)		8,214,093		0.79			0.79			2.59			56
Class B
Year ended 08/31/13		8.87		0.09		1.39			1.48			(0.13	)		—			(0.13	)		10.22		16.90	(c)		570,146		1.53	(d)		1.54	(d)		0.99	(d)		26
Year ended 08/31/12		8.04		0.15		0.83			0.98			(0.15	)		—			(0.15	)		8.87		12.36	(c)		739,631		1.02			1.56			1.83			21
Year ended 08/31/11		7.39		0.14		0.65			0.79			(0.14	)		—			(0.14	)		8.04		10.69	(c)(g)		1,014,527		0.84	(g)		0.98	(g)		1.71	(g)		22
Eight months ended 08/31/10		7.64		0.09		(0.27	)		(0.18	)		(0.07	)		—			(0.07	)		7.39		(2.40	)(c)(g)		1,278,734		0.91	(e)(g)		0.91	(e)(g)		1.76	(e)(g)		24
Year ended 12/31/09		6.33		0.14		1.32			1.46			(0.15	)		—			(0.15	)		7.64		23.48	(h)(i)		1,594,135		0.82	(i)		0.82	(i)		2.16	(i)		78
Year ended 12/31/08		8.68		0.20		(2.32	)		(2.12	)		(0.22	)		(0.01	)		(0.23	)		6.33		(24.78	)(h)(i)		1,693,758		0.79	(i)		0.79	(i)		2.59	(i)		56
Class C
Year ended 08/31/13		8.91		0.10		1.40			1.50			(0.14	)		—			(0.14	)		10.27		16.95	(c)		1,284,225		1.53	(d)		1.54	(d)		0.99	(d)		26
Year ended 08/31/12		8.07		0.11		0.83			0.94			(0.10	)		—			(0.10	)		8.91		11.77	(c)(j)		1,157,325		1.54	(j)		1.54	(j)		1.31	(j)		21
Year ended 08/31/11		7.42		0.09		0.65			0.74			(0.09	)		—			(0.09	)		8.07		9.95	(c)(j)		1,216,936		1.54	(j)		1.54	(j)		1.01	(j)		22
Eight months ended 08/31/10		7.68		0.06		(0.27	)		(0.21	)		(0.05	)		—			(0.05	)		7.42		(2.81	)(c)(j)		1,211,089		1.52	(e)(j)		1.52	(e)(j)		1.15	(e)(j)		24
Year ended 12/31/09		6.36		0.09		1.33			1.42			(0.10	)		—			(0.10	)		7.68		22.63	(i)(k)		1,375,516		1.56	(i)		1.56	(i)		1.40	(i)		78
Year ended 12/31/08		8.72		0.14		(2.32	)		(2.18	)		(0.17	)		(0.01	)		(0.18	)		6.36		(25.33	)(i)(k)		1,340,367		1.50	(i)		1.50	(i)		1.88	(i)		56
Class R
Year ended 08/31/13		9.08		0.15		1.43			1.58			(0.19	)		—			(0.19	)		10.47		17.57	(c)		193,610		1.03	(d)		1.04	(d)		1.49	(d)		26
Year ended 08/31/12		8.23		0.15		0.85			1.00			(0.15	)		—			(0.15	)		9.08		12.23	(c)		176,940		1.05			1.06			1.80			21
Year ended 08/31/11		7.57		0.13		0.66			0.79			(0.13	)		—			(0.13	)		8.23		10.45	(c)		182,135		1.06			1.06			1.49			22
Eight months ended 08/31/10		7.83		0.09		(0.28	)		(0.19	)		(0.07	)		—			(0.07	)		7.57		(2.51	)(c)		172,143		1.03	(e)		1.03	(e)		1.64	(e)		24
Year ended 12/31/09		6.48		0.13		1.35			1.48			(0.13	)		—			(0.13	)		7.83		23.25	(l)		169,713		1.07			1.07			1.88			78
Year ended 12/31/08		8.87		0.18		(2.36	)		(2.18	)		(0.20	)		(0.01	)		(0.21	)		6.48		(24.89	)(l)		148,399		1.04			1.04			2.35			56
Class Y(m)
Year ended 08/31/13		9.05		0.20		1.41			1.61			(0.23	)		—			(0.23	)		10.43		18.10	(c)		477,207		0.53	(d)		0.54	(d)		1.99	(d)		26
Year ended 08/31/12		8.20		0.20		0.84			1.04			(0.19	)		—			(0.19	)		9.05		12.83	(c)		410,600		0.55			0.56			2.30			21
Year ended 08/31/11		7.54		0.17		0.67			0.84			(0.18	)		—			(0.18	)		8.20		11.04	(c)		422,009		0.56			0.56			1.99			22
Eight months ended 08/31/10		7.79		0.11		(0.28	)		(0.17	)		(0.08	)		—			(0.08	)		7.54		(2.15	)(c)		414,203		0.53	(e)		0.53	(e)		2.15	(e)		24
Year ended 12/31/09		6.45		0.16		1.35			1.51			(0.17	)		—			(0.17	)		7.79		23.82	(n)		530,010		0.57			0.57			2.34			78
Year ended 12/31/08		8.84		0.22		(2.36	)		(2.14	)		(0.24	)		(0.01	)		(0.25	)		6.45		(24.60	)(n)		358,154		0.54			0.54			2.85			56
Class R5
Year ended 08/31/13		9.05		0.20		1.42			1.62			(0.24	)		—			(0.24	)		10.43		18.17	(c)		241,540		0.47	(d)		0.48	(d)		2.05	(d)		26
Year ended 08/31/12		8.20		0.21		0.84			1.05			(0.20	)		—			(0.20	)		9.05		12.96	(c)		238,392		0.44			0.44			2.41			21
Year ended 08/31/11		7.54		0.19		0.65			0.84			(0.18	)		—			(0.18	)		8.20		11.16	(c)		156,096		0.39			0.39			2.16			22
Eight months ended 08/31/10(o)		7.59		0.03		(0.04	)		(0.01	)		(0.04	)		—			(0.04	)		7.54		(0.13	)(c)		63,598		0.45	(e)		0.45	(e)		1.79	(e)		24
Class R6
Year ended 08/31/13(o)		9.27		0.21		1.14			1.35			(0.19	)		—			(0.19	)		10.43		14.81	(c)		37,884		0.37	(d)(e)		0.38	(d)(e)		2.15	(d)(e)		26

^(a)  Calculated using average shares outstanding.

^(b)  Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. For the year ended August 31, 2011 the portfolio turnover calculation excludes the value of securities purchased of $602,192,170 and sold of $70,835,642 in the effort to realign the Fund’s portfolio holdings after the reorganization of Invesco Balanced Fund and Invesco Basic Balanced into the 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)  Ratios are based on average daily net assets (000’s omitted) of $8,298,275, $668,384, $1,203,066, $182,068, $424,384, $224,911 and $61,545 for Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.

^(e)  Annualized.

^(f)  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.

^(g)  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 0.28% and 0.38% for the year ended August 31, 2011 and eight months ended August 31, 2010, respectively.

^(h)  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.

⁽ⁱ⁾  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%.

^(j)  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%, 0.97% and 0.99% for the years ended August 31, 2012, August 31, 2011 and the eight months ended August 31, 2010, respectively.

^(k)  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.

^(l)  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 on Fund shares.

^(m)  On June 1, 2010, Class I shares of Van Kampen Equity and Income Fund were reorganized into Class Y shares.

⁽ⁿ⁾  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.

^(o)  Commencement date of June 1, 2010 and September 24, 2012 for Class R5 and Class R6 shares, respectively.

31                         Invesco Equity and Income Fund

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 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 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, 2013, 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 three years in the period then ended and the eight month period ended August 31, 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, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The financial highlights of the Fund for the periods ended December 31, 2009 and prior were audited by another independent registered public accounting firm whose report dated February 19, 2010 expressed an unqualified opinion on those financial statements.

PRICEWATERHOUSECOOPERS LLP

October 25, 2013

Houston, Texas

32                         Invesco Equity and Income Fund

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, 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, 2013 through August 31, 2013.

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 or contingent deferred sales charges on redemptions, 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.

Class	Beginning Account Value (03/01/13)		ACTUAL				HYPOTHETICAL (5% annual return before expenses)				Annualized Expense Ratio
			Ending Account Value (08/31/13)1		Expenses Paid During Period2		Ending Account Value (08/31/13)		Expenses Paid During Period2
A	$	1,000.00	$	1,078.30	$	4.14	$	1,021.22	$	4.02		0.79	%
B		1,000.00		1,073.50		8.05		1,017.44		7.83		1.54
C		1,000.00		1,074.30		8.05		1,017.44		7.83		1.54
R		1,000.00		1,076.60		5.44		1,019.96		5.30		1.04
Y		1,000.00		1,079.60		2.83		1,022.48		2.75		0.54
R5		1,000.00		1,079.90		2.52		1,022.79		2.45		0.48
R6		1,000.00		1,079.40		1.99		1,023.29		1.94		0.38

¹  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2013 through August 31, 2013, 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.

33                         Invesco Equity and Income Fund

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 Invesco Equity and Income Fund’s (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 Canada Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 17-19, 2013, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% 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, 2013. The Board determined that continuation of the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers under the agreements is fair and reasonable.

The Board’s Fund Evaluation Process

The Board’s Investments Committee has established three Sub-Committees, each of which is primarily responsible for overseeing the management of a number of the funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet throughout the year to review the performance of their assigned Invesco 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 Invesco Funds and other members of management to review the performance, investment objective(s), policies, strategies, limitations and investment risks 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 their assigned Invesco Funds. Each Sub-Committee recommends to the Investments Committee, which in turn recommends to the full Board, whether and on what terms 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 Invesco Advisers and Lipper Inc. (Lipper), an independent provider of investment company

data. The Trustees also receive an independent written evaluation from the Senior Officer. The Senior Officer’s evaluation 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 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. In addition to meetings with Invesco Advisers and fund counsel, the independent Trustees also discuss the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.

In evaluating the fairness and reasonableness of compensation under the Fund’s investment advisory agreement and sub-advisory contracts, the Board considered, among other things, the factors discussed below. The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation between the Trustees and Invesco Advisers as well as advisory fees previously approved by different predecessor boards. 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 Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee.

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 19, 2013, 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, including the Fund’s portfolio manager or managers, with whom the Sub-Committees met during the year. The Board’s review of the qualifications of Invesco Advisers to provide advisory services included the Board’s consideration of Invesco Advisers’ investment process oversight, independent credit analysis and investment risk management.

In determining whether to continue the Fund’s investment advisory agreement, the Board considered the benefits of reapproving an existing relationship and the greater uncertainty that may be associated with entering into a new relationship. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds such as various back office support functions, equity and fixed income trading operations, internal audit, distribution and legal and compliance. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s investment advisory agreement.

The Board reviewed the services that may be 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 noted that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Affiliated Sub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. 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. The Board concluded that the nature, extent and quality of the services that may be provided by the Affiliated Sub-Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s sub-advisory contracts.

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 funds in the Lipper performance universe and against the Lipper Mixed-Asset Target Allocation Growth Funds Index. The Board noted that performance of

34                         Invesco Equity and Income Fund

Class A shares of the Fund was in the third quintile of the performance universe for the one and three year periods and the first 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 performance of Class A shares of the Fund was below the performance of the Index for the one and three year periods and above the performance of the Index for the five year period. The Trustees also reviewed more recent Fund performance and this review did not change their conclusions.

C. Advisory and Sub-Advisory Fees

The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Lipper expense group at a common asset level. The Board noted that the contractual management fee rate for Class A shares of the Fund was below the median contractual advisory fee rate of funds in the expense group. The Board noted that the term “contractual management fee” may include both advisory and certain administrative services fees and that Invesco Advisers does not charge the Invesco Funds for the administrative services included in the as defined by Lipper. The Board also reviewed the methodology used by Lipper in providing expense group information, which includes using each fund’s contractual management fee schedule (including any applicable breakpoints) as reported in the most recent prospectus or statement of additional information for each fund in the expense group.

The Board also compared the Fund’s effective advisory fee rate (the advisory fee rate after advisory fee waivers and before other expense limitations/waivers) to the effective advisory fee rates of other mutual funds advised by Invesco Advisers and its affiliates with investment strategies comparable to those of the Fund. The Board noted that the Fund’s effective advisory fee rate was below the effective advisory fee rate of one mutual fund advised by Invesco Advisers and below the total account level fee of two mutual funds sub-advised by Invesco Advisers with investment strategies comparable to those of the Fund.

Other than the mutual funds described above, the Board noted that Invesco Advisers and its affiliates do not advise other funds or client accounts with investment strategies comparable to those of the Fund.

The Board also considered the services that may be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the fees payable by Invesco Advisers to the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board also noted that the sub-advisory fees are not paid directly by the Fund, but rather, are payable by Invesco Advisers to the Affiliated Sub-Advisers.

Based upon the information and considerations described above, the Board concluded that the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers is 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 economies of scale through contractual breakpoints in the Fund’s advisory fee schedule and was assisted in this review by a report from the Senior Officer. 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 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 for the year ended December 31, 2012. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board considered the profitability of Invesco Advisers in managing the Fund and the Invesco Funds. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its subsidiaries provide to the Invesco Funds and the Fund. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund to be excessive given the nature, quality and extent of the services provided to the Invesco Funds. The Board received and accepted information from Invesco Advisers demonstrating that 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.

F. Collateral Benefits to Invesco Advisers and its Affiliates

The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees received for their provision of transfer agency and distribution services to the Fund. The Board considered comparative information regarding fees charged for these services, including information provided by Lipper and other independent sources. The Board considered the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed 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; that the services are required for the operation of the Fund; that Invesco Advisers and its affiliates can provide services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and that the fees for such services are fair and reasonable in light of the

usual and customary charges by others for services of the same nature and quality.

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 services from Invesco Advisers and the Affiliated Sub-Advisers to the Invesco Funds and that the research received may be used with other clients of Invesco Advisers and may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board also considered periodic reports from the Chief Compliance Officer of the Invesco Funds demonstrating that these arrangements are consistent with regulatory requirements. The Board did not deem the soft dollar arrangements to be inappropriate.

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 receives advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through varying periods the advisory fees payable by the Invesco Funds. The waiver is 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.

The Board also considered use of an affiliated broker to execute certain trades for the Fund to among other things, control information leakage, and were advised that such trades are executed in compliance with rules under the Investment Company Act of 1940, as amended.

35                         Invesco Equity and Income Fund

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, 2013:

Federal and State Income Tax
Qualified Dividend Income*	74.78	%
Corporate Dividends Received Deduction*	67.86	%
U.S. Treasury Obligations*	0.00	%

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

36                         Invesco Equity and Income Fund

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 1000, 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.

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
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 Formerly: Chairman and Chief Executive Officer, 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)	117	None
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, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent); 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 Corporate Class Inc. (corporate mutual fund company) and Invesco Canada Fund Inc. (corporate mutual fund company); Director, Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); 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); Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, Chief Executive Officer and President, Van Kampen Exchange Corp. Formerly: Director and Chairman, Van Kampen Investor Services Inc.: Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); and Van Kampen Investments Inc.; Director and President, AIM GP Canada Inc. (general partner for limited partnerships); and Van Kampen Advisors, Inc.; Director and Chief Executive Officer, Invesco Trimark Dealer Inc. (registered broker dealer); 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.	117	None
Wayne W. 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 certain funds in the Fund Complex	130	Director of the Mutual Fund Directors Forum, a nonprofit membership organization for investment directors; Chairman and Director of the Abraham Lincoln Presidential Library Foundation; and Director of the Stevenson Center for Democracy

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 Invesco Fund Complex because he and his firm currently provide legal services as legal counsel to such Funds.

T-1                         Invesco Equity and Income Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Independent Trustees
Bruce L. Crockett — 1944 Trustee and Chair	2003	Chairman, Crockett Technologies Associates (technology consulting company) Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)	117	ACE Limited (insurance company); Investment Company Institute
David C. Arch — 1945 Trustee	2010	Chairman and Chief Executive Officer of Blistex Inc., (consumer health care products manufacturer) Formerly: Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago	130	Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan
Frank S. Bayley — 1939 Trustee	2003	Retired Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and General Partner and Of Counsel, law firm of Baker & McKenzie, LLP	117	Director and Chairman, C.D. Stimson Company (a real estate investment company); Trustee and Overseer, The Curtis Institute of Music
James T. Bunch — 1942 Trustee	2000	Managing Member, Grumman Hill Group LLC (family office private equity management) Formerly: Founder, Green, Manning & Bunch Ltd. (investment banking firm)(1988-2010); Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation	117	Chairman, Board of Governors, Western Golf Association; Chairman-elect, Evans Scholars Foundation; and Director, Denver Film Society
Rodney F. Dammeyer — 1940 Trustee	2010	Chairman of CAC, LLC, (private company offering capital investment and management advisory services) Formerly: Prior to 2001, Managing Partner at Equity Group Corporate Investments; Prior to 1995, Chief Executive Officer of Itel Corporation (formerly Anixter International); 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.; From 1987 to 2010, Director/Trustee of investment companies in the Van Kampen Funds complex	117	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.
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)	117	Director of Nature’s Sunshine Products, Inc.
Jack M. Fields — 1952 Trustee	2003	Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); Owner and Chief Executive Officer, Dos Angeles Ranch, L.P. (cattle, hunting, corporate entertainment); and Discovery Global Education Fund (non-profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives	117	Insperity, Inc. (formerly known as Administaff)
Prema Mathai-Davis — 1950 Trustee	2003	Retired Formerly: Chief Executive Officer, YWCA of the U.S.A.	117	None
Larry Soll — 1942 Trustee	1997	Retired Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)	117	None
Hugo F. Sonnenschein — 1940 Trustee	2010	Distinguished Service Professor and President Emeritus of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago Formerly: President of the University of Chicago	130	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

T-2                         Invesco Equity and Income Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Independent Trustees—(continued)
Raymond Stickel, Jr. — 1944 Trustee	2005	Retired Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche	117	None
Other Officers
Russell C. Burk — 1958 Senior Vice President and Senior Officer	2005	Senior Vice President and Senior Officer, The 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.) 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, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, 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 and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Aim Advisers, Inc. and Van Kampen Investments 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
Karen Dunn Kelley — 1960 Vice President	2003	Head of Invesco’s World Wide Fixed Income and Cash Management Group; Director, Co-President, Co-Chief Executive Officer, and Co-Chairman, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Chairman, Invesco Senior Secured Management, Inc.; Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Invesco Mortgage Capital Inc., and Invesco Management Company Limited; Director and President, INVESCO Asset Management (Bermuda) Ltd., Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); and 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: Director, INVESCO Global Asset Management Limited and INVESCO Management S.A.; Senior Vice President, Van Kampen Investments Inc. and Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); 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

T-3                         Invesco Equity and Income Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Other Officers—(continued)
Sheri Morris — 1964 Vice President, Treasurer and Principal Financial Officer	2003	Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); and Vice President, 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: Vice President, Invesco Aim 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.; and Treasurer, 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	N/A	N/A
Crissie M. Wisdom — 1969 Anti-Money Laundering Compliance Officer	2013	Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser), Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.), Invesco Distributors, Inc., Invesco Investment Services, Inc., Invesco Management Group, Inc., Van Kampen Exchange Corp., The Invesco Funds, Invesco Funds (Chicago), and 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; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, 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.) 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; Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) and Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) Formerly: Chief Compliance Officer, Invesco Funds (Chicago); Senior Vice President, Van Kampen Investments Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment adviser), Invesco Global Asset Management (N.A.), Inc., Invesco Senior Secured Management, Inc. (registered investment adviser), Van Kampen Investor Services Inc., 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; and 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 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Investment Adviser Invesco Advisers, Inc. 1555 Peachtree Street, N.E. Atlanta, GA 30309	Distributor Invesco Distributors, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Auditors PricewaterhouseCoopers LLP 1201 Louisiana Street, Suite 2900 Houston, TX 77002-5678
Counsel to the Fund Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103-7018	Counsel to the Independent Trustees Goodwin Procter LLP 901 New York Avenue, N.W. Washington, D.C. 20001	Transfer Agent Invesco Investment Services, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Custodian State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110-2801

T-4                         Invesco Equity and Income Fund

Invesco mailing information

Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.

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 shown below.

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 most recent 12-month period ended June 30 is available at 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 US 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.

SEC file numbers: 811-09913 and 333-36074                    VK-EQI-AR-1        Invesco Distributors, Inc.

	Annual Report to Shareholders	August 31, 2013
	Invesco Floating Rate Fund Nasdaq: A: AFRAX  n  C: AFRCX  n  R: AFRRX  n  Y: AFRYX  n  R5: AFRIX  n  R6: AFRFX

Letters to Shareholders

        Philip Taylor Dear Shareholders: Enclosed in this annual report, you’ll find information about your Fund and the factors that affected its performance during the reporting period. Inside, you’ll also find a discussion from your portfolio managers about how they managed your Fund, as well as performance data for your Fund, a complete list of your Fund’s investments as of the close of the reporting period and other important information. I hope you find this report of interest. During the reporting period covered by this report, major US equity indexes made multiyear or even all-time highs.¹ Economic data were generally positive; housing and consumer spending data were particularly encouraging. Nonetheless, economic uncertainty and concern about continuing political and budget gridlock in Washington persisted. The US Federal Reserve’s deliberate vagueness about when, and to what degree, it might begin to curtail

its extraordinarily accommodative monetary policies – together with uncertainty about who will next lead the central bank – affected fixed income and equity markets alike. Most developed, non-US stock markets remained positive for the first half of 2013, despite a difficult second quarter.

    Periods of market volatility and economic uncertainty can weaken the will of even the most resolute investor. That’s why Invesco believes it’s often helpful to work with a skilled and trusted financial adviser who can emphasize the importance of adhering to an investment plan designed to achieve long-term goals rather than being sidetracked by short-term uncertainty that can result in inaction. A financial adviser who is familiar with your individual financial situation, investment goals and risk tolerance can be an invaluable partner as you work toward your financial goals. He or she can provide insight and perspective when markets are volatile; encouragement and reassurance when times are uncertain; and advice and guidance when your financial situation or investment goals change.

    Our website, invesco.com/us, is another source of timely insight and information for investors. On the website, you’ll find fund-specific as well as more general information from many of Invesco’s investment professionals. You’ll find in-depth articles, video clips and audio commentaries – and, of course, you also can access information about your Invesco account whenever it’s convenient for you.

What we mean by Intentional Investing

At Invesco, all of our people and all of our resources are dedicated to helping investors achieve their financial objectives. It’s a philosophy we call Intentional Investing, and it guides the way we:

n Manage investments – Our dedicated investment professionals search the world for the best opportunities, and each investment team follows a clear, disciplined process to build portfolios and mitigate risk.

n Provide choices – We offer multiple investment strategies, allowing you and your financial adviser to build a portfolio that’s purpose-built for your needs.

n Connect with you – We’re committed to giving you the expert insights you need to make informed investing decisions, and we are well-equipped to provide high-quality support for investors and advisers.

    At Invesco, we believe in putting investors first. That’s why investment management is all we do. Our sole focus on managing your money allows you and your financial adviser to build a portfolio of Invesco funds appropriate for your investment needs and goals today and when your circumstances change.

Have questions?

For questions about your account, feel free to contact an Invesco client services representative at 800 959 4246. For Invesco-related questions or comments, please email me directly at phil@invesco.com.

    All of us at Invesco look forward to serving your investment management needs for many years to come. Thank you for investing with us.

Sincerely,

Philip Taylor

Senior Managing Director, Invesco Ltd.

1   Source: Reuters

2                          Invesco Floating Rate Fund

      Bruce Crockett Dear Fellow Shareholders: The Invesco Funds Board has worked on a variety of issues over the last several months, and I’d like to take this opportunity to discuss two that affect you and our fellow fund shareholders.     The first issue on which your Board has been working is our annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This annual review, which is required by the Investment Company Act of 1940, focuses on the nature and quality of the services Invesco provides as adviser to the Invesco Funds and the reasonableness of the fees that it charges for those services. Each year, we spend months reviewing detailed information that we request from Invesco that allows us to evaluate its services and fees. We also use information from many independent sources, including materials provided by the independent Senior Officer of the Invesco Funds, who reports directly to the independent

Trustees on the Board. Additionally, we meet with independent legal counsel and review performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field.

    I’m pleased to report that the Board determined in June that renewing the investment advisory agreement and the sub-advisory contracts with Invesco Advisers and its affiliates would serve the best interests of each fund and its shareholders.

    The second area of focus to highlight is the Board’s efforts to ensure that we provide a lineup of funds that allow financial advisers to build portfolios that meet shareholders’ changing financial needs and goals. Today, more and more investors are reaching, or approaching, retirement. But interest rates remain low, making it difficult for many investors to generate the income they need, or will soon need, in their retirement years.

    The members of your Board think about these things, too, and we’ve worked with Invesco Advisers to provide more income-generating options in the Invesco Funds lineup to help shareholders potentially meet their income needs. Your Board recently approved changes to three existing equity mutual funds, increasing their focus on generating income while also seeking to provide long-term growth of capital.

    As a result of these changes, the funds and their respective management teams now have more flexibility to invest in the types of securities that could meet investors’ growing need for income generation, and in some cases, also help investors diversify their sources of income. These equity funds complement an array of fixed-income, asset allocation and alternative investment options in the Invesco Funds lineup designed to accommodate a variety of risk tolerances.

    Be assured that your Board will continue working on behalf of fund shareholders, keeping your needs and interests uppermost in our minds.

    As always, please contact me at bruce@brucecrockett.com with any questions or concerns you may have. On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.

Sincerely,

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

3                          Invesco Floating Rate Fund

Management’s Discussion of Fund Performance

Performance summary

For the fiscal year ended August 31, 2013, Class A shares of Invesco Floating Rate Fund, at net asset value (NAV), returned 6.97%, outperforming the Fund’s style-specific benchmark, the Credit Suisse Leveraged Loan Index, which returned 6.66%. 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, 8/31/12 to 8/31/13, 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	6.97	%
Class C Shares	6.45
Class R Shares	6.57
Class Y Shares	7.10
Class R5 Shares	7.26
Class R6 Shares*	7.31
Barclays U.S. Aggregate Index ‚ (Broad Market Index)	-2.47
CS Leveraged Loan Index¡ (Style-Specific Index)	6.66
Lipper Loan Participation Funds Classification Average¨ (Peer Group)	5.98

Source(s): ^‚Invesco, Barclays via FactSet Research Systems Inc.; ¡Invesco, Bloomberg L.P.;

¨Lipper Inc.

* Share class incepted during the reporting period. See page 7 for a detailed explanation of Fund performance.

How we invest

We seek total return, comprised of current income and capital appreciation, by investing primarily in senior secured floating rate loans made by banks and other lending institutions and in senior secured floating rate debt instruments. 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 a business, management depth and incentives and track record operating in a leveraged environment.

n Industry position and dynamics. Factors include a company’s industry position, life cycle phase of the industry, barriers to entry and current industry capacity and utilization.

Portfolio Composition
By credit quality†
Baa2	0.5	%
Baa3	2.4
Ba1	3.7
Ba2	11.2
Ba3	24.6
B1	30.7
B2	13.2
B3	3.3
Caa1	3.1
Caa2	0.5
Caa3	0.4
Not Rated	6.0
Equity	0.4

† Source: Moody’s. A credit rating is an assessment provided by a nationally recognized statistical rating organization (NRSRO) of the creditworthi-ness 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. “Not Rated” indicates the debtor was not rated, and should not be interpreted as indicating low quality. For more information on Moody’s rating methodology, please visit moodys.com and select “Rating Methodologies” under Research and Ratings on the homepage.

Top 10 Issuers*
1. Clear Channel Communications, Inc.	1.9	%
2. Asurion LLC	1.8
3. Nuveen Investments, Inc.	1.1
4. Alpha Topco Ltd.	1.1
5. Weight Watchers International, Inc.	1.1
6. Calpine Corp.	1.1
7. H.J. Heinz Co.	1.1
8. Avaya, Inc.	1.1
9. Realogy Corp.	1.0
10. First Data Corp.	1.0

Total Net Assets	$2.1 billion
Total Number of Holdings*	614

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.

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 a firm’s track record of quality transactions, access to additional capital and control or ownership of the sponsoring firm.

n Cash flow. We examine a 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.

    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.

    Utilizing our proprietary risk rating system, our analysts assign, continuously monitor and update probability of default and expected recovery ratings for every asset in the portfolio. Using the resulting risk-adjusted returns, analysts monitor positions relative to market levels to detect early sell signals in an attempt to minimize principal loss and maximize relative value.

Market conditions and your Fund

During the fiscal year covered by this report, the senior secured loan market was generally steady in terms of price volatility on both a relative and absolute level. Additionally, throughout the reporting period, prices generally rose until the preponderance of loans were trading at or near par, levels which the leveraged loan market had not seen since the first half of 2007. Furthermore, while the performance of loans continued to correlate with equities and other high risk assets, loans were meaningfully less volatile; this was particularly true during the months of May and June, when interest rates rose at the long end of the yield curve. Some of the decrease in loan volatility was a function of a generally benign credit environment and a low default rate.

4                          Invesco Floating Rate Fund

    Additionally, strong technical demand for loans dampened any downward price pressure. Demand for senior secured loans was driven chiefly by investors’ concerns about rising interest rates. This demand principally came from:

n Collateralized loan obligation issuance, which, during the reporting period, was the strongest since 2007, with total inflows of $81.8 billion from September of 2012 through August of 2013.¹

n Retail inflows, which, during the same period, totaled $57.7 billion.¹

n Institutional demand.

    Corporate issuers in the senior secured loan market have benefited from robust capital markets since 2009, and during that time, issuers have maintained generally good credit performance, strengthened their balance sheets, improved liquidity and addressed near-term maturities. The default rate rose slightly from the 2011 low, but at the close of the reporting period, loan defaults remained comfortably below historical averages.

    We managed the Fund with a view toward taking advantage of what appeared to be an expanding (albeit slowly) economy, fewer corporate restructurings, and strong demand for floating rate assets from investors concerned about how rising interest rates would affect the market value of longer dated fixed income investments.

    As part of the Fund’s investment strategy, we seek to take advantage of market opportunities by decreasing risk in the Fund when we believe loans are overbought and increasing risk when we believe loans are oversold. The Fund benefited from some of the newer primary deals which exhibited low volatility during the reporting period and were sold at prices that offered, in our opinion, above-market returns for the associated risk. On an industry basis, the Fund benefited from its housing and telecommunication services holdings, and our allocation to structured products also contributed positively to Fund performance.

    At the close of the reporting period, we believed fundamentals remained favorable for bank loans, with corporate balance sheets generally healthy and default rates below 2%.² We favored B-rated loans, but as secondary prices for B-rated loans rose, we rebalanced the portfolio by increasing our allocation to BB-rated loans.³ Additionally, we slightly reduced our holdings of high yield bonds in the portfolio to a level that we believed was below that of many of our peers. At the close of the reporting period, we believed

the portfolio incorporated an appropriate mix of caution and aggressiveness, given the current environment.

    As always, we appreciate your continued participation in Invesco Floating Rate Fund.

1 Source: Standard & Poor’s Financial Services LLC

2 Source: Credit Suisse

3 Source: Standard & 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. “Not 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 standardandpoors.com and select “Understanding Ratings” under Rating Resources on the homepage.

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, if applicable, index disclosures later in this report.

	Tom Ewald Portfolio manager, is lead manager of Invesco Floating Rate Fund. He joined Invesco in 2000. Mr. Ewald earned a BA
from Harvard College and an MBA from the University of Virginia Darden School of Business.

	Greg Stoeckle Portfolio manager and chief investment officer of Invesco’s global senior loan investments team, is manager of Invesco Floating
Rate Fund. He joined Invesco in 1999. Mr. Stoeckle earned a BS in applied math and economics from Ursinus College and an MBA in finance from Saint Joseph’s University.

5                          Invesco Floating Rate Fund

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class(es)

Fund and index data from 8/31/03

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.

continued from page 8

fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.

n Leverage risk. Leverage exists when the Fund purchases or sells an instrument or enters into a transaction without investing cash in an amount equal to the full economic exposure of the instrument or transaction and the Fund could lose more than it invested. Leverage created from borrowing or certain types of transactions or instruments may impair the Fund’s liquidity, cause it to liquidate positions at an unfavorable time, increase volatility or otherwise not achieve its intended objective.

n Liquidity risk. The majority of the Fund’s assets is 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 Management risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.

n Market risk. The prices of and the income generated by the Fund’s

securities may decline in response to, among other things, investor sentiment, general economic and market conditions, regional or global instability, and currency and interest rate fluctuations.

n Prepayment risk. 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 U.S. Aggregate Index is an unmanaged index considered representative of the US investment-grade, fixed-rate bond market.

n The CS Leveraged Loan Index represents tradable, senior-secured, US-dollar-denominated, noninvest-ment-grade loans.

n The Lipper Loan Participation Funds Classification Average represents an average of all of the funds in the Lipper Loan Participation Funds classification.

n The Fund is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index(es).

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.

6                          Invesco Floating Rate Fund

Average Annual Total Returns

As of 8/31/13, including maximum applicable sales charges

Class A Shares
Inception (5/1/97)	4.21	%
10 Years	4.16
5 Years	4.73
1 Year	4.28
Class C Shares
Inception (3/31/00)	3.58	%
10 Years	3.95
5 Years	4.67
1 Year	5.45
Class R Shares
10Years	4.24	%
5 Years	4.99
1 Year	6.57
Class Y Shares
10 Years	4.51	%
5 Years	5.44
1 Year	7.10
Class R5 Shares
10 Years	4.67	%
5 Years	5.59
1 Year	7.26
Class R6 Shares
10 Years	4.45	%
5 Years	5.31
1 Year	7.31

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 share performance reflects any applicable fee waivers or expense reimbursements.

Average Annual Total Returns

As of 6/30/13, the most recent calendar quarter end, including maximum applicable sales charges

Class A Shares
Inception (5/1/97)	4.18	%
10 Years	4.12
5 Years	4.24
1 Year	5.39
Class C Shares
Inception (3/31/00)	3.55	%
10 Years	3.90
5 Years	4.19
1 Year	6.48
Class R Shares
10 Years	4.22	%
5 Years	4.54
1 Year	7.86
Class Y Shares
10 Years	4.48	%
5 Years	4.98
1 Year	8.41
Class R5 Shares
10 Years	4.64	%
5 Years	5.12
1 Year	8.57
Class R6 Shares
10 Years	4.41	%
5 Years	4.83
1 Year	8.42

    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 share performance reflects any applicable fee waivers or expense reimbursements.

    Class R5 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 share performance reflects any applicable fee waivers or expense reimbursements.

    Class R6 shares incepted on September 24, 2012. 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 share 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 C, Class R, Class Y, Class R5 and Class R6 shares was 1.11%, 1.61%, 1.36%, 0.86%, 0.77% and 0.75%, 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, Class R5 and Class R6 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.

7                          Invesco Floating Rate Fund

Invesco Floating Rate Fund’s investment objective is total return, comprised of current income and capital appreciation.

n Unless otherwise stated, information presented in this report is as of August 31, 2013, 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 Class R shares are generally available only to employer sponsored retirement and benefit 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 Class R5 shares and Class R6 shares are primarily intended for employer sponsored retirement and benefit plans that meet certain standards and for institutional investors. On September 24, 2012, Institutional Class shares were renamed Class R5 shares. Please see the prospectus for more information.

Principal risks of investing in the Fund

n Collateralized loan obligations risk. In addition to the normal interest rate, default and other risk of fixed income securities, collateralized loan obligations carry additional risks, including the possibility that distributions from collateral securities will not be adequate to make interest or other payments, the quality of the collateral may decline in value or default, the Fund may invest in collateralized loan obligations that are subordinate to other classes, values may be volatile, and disputes with the issuer may produce unexpected investment results.

n Counterparty risk. Counterparty risk is the risk that the other party to the contract will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.

n Credit linked notes risk. Risks of credit linked notes include those risks associated with the underlying reference obligation

including but not limited to market risk, interest rate risk, credit risk, default risk and foreign currency risk. In the case of a credit linked note created with credit default swaps, the structure will be “funded” such that the par amount of the security will represent the maximum loss that could be incurred on the investment and no leverage is introduced. An investor in a credit linked note bears counterparty risk or the risk that the issuer of the credit linked note will default or become bankrupt and not make timely payment of principal and interest of the structured security.

n Credit risk. 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 Defaulted securities risk. Defaulted securities involve the substantial risk that principal will not be repaid. Defaulted securities and any securities received in an exchange for such securities may be subject to restrictions on resale.

n Derivatives risk. The performance of derivative instruments is tied to the performance of an underlying currency, security, index, commodity or other instrument. In addition to risks relating to their underlying instruments, the use of derivatives may include other, possibly greater, risks. Derivatives involve costs, may be volatile, and may involve a small initial investment relative to the risk assumed. Risks associated with the use of derivatives may include counterparty, leverage, correlation, liquidity, tax, market, interest rate and management risks. Derivatives may also be more difficult to purchase, sell or value than other investments. The Fund may lose more than the cash amount invested on investments in derivatives.

Investors should bear in mind that, while the Fund intends to use derivative strategies, it is not obligated to actively engage in these transactions, generally or in any particular kind of derivative, if the adviser elects not to do so due to availability, cost, market conditions or other factors.

n Floating rate risk. The Fund may invest in senior secured floating rate loans and debt securities that require collateral. There is a risk that the value of the collateral may not be sufficient to cover the amount owed, collateral securing a loan may be found invalid, and collateral may be used to pay other outstanding obligations of the borrower under applicable law or may be difficult to sell. There is also the risk that the collateral may be difficult to liquidate, or that a majority of the collateral may be illiquid.

n Foreign securities risk. The Fund’s foreign investments may be affected by changes in a 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 High yield bond (junk bond) risk. 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 Industry focus risk. To the extent a fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the fund’s performance will depend on the overall condition of those industries, which may be affected by the following factors: the supply of short-term financing; changes in government regulation and interest rates; and overall economy.

n Interest rate risk. Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates

continued on page 6

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
Class R5 Shares	AFRIX
Class R6 Shares	AFRFX

8                          Invesco Floating Rate Fund

Schedule of Investments

August 31, 2013

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Variable Rate Senior Loan Interests–90.80%(a)(b)
Aerospace & Defense–2.09%
Atlantic Aviation FBO Inc., Term Loan		3.25	%		06/01/20	$	2,118	$	2,107,749
Aveos Fleet Performance Inc. (Canada), PIK Second Lien Term Loan(c)(d)(e)		0.00	%		03/12/15		667		260,029
Booz Allen Hamilton Inc., Term Loan B		3.75	%		07/31/19		6,559		6,581,246
CAMP International Holding Company, First Lien Term Loan		5.25	%		05/31/19		2,678		2,709,991
DAE Aviation Holdings, Inc.,
Term Loan B-1		6.25	%		10/29/18		3,200		3,240,068
Term Loan B-2		6.25	%		11/02/18		1,451		1,468,831
IAP Worldwide Services, First Lien Term Loan		10.00	%		12/31/15		3,985		2,191,666
Landmark U.S. Holdings LLC,
First Lien Term Loan		5.75	%		10/25/19		2,255		2,274,780
Canadian Term Loan		5.75	%		10/25/19		191		192,778
LMI Aerospace, Inc., Term Loan		4.75	%		12/28/18		1,897		1,888,302
PRV Aerospace, LLC, Term Loan		6.50	%		05/09/18		1,925		1,939,867
Sequa Corp., Term Loan		5.25	%		06/19/17		2,859		2,880,228
Transdigm Inc., Term Loan C		3.75	%		02/28/20		16,101		16,124,899
									43,860,434
Air Transport–1.56%
American Airlines, Inc., Term Loan B		4.75	%		06/27/19		8,742		8,659,868
Delta Air Lines, Inc.,
Revolver Loan(f)		—			10/18/17		1,145		1,058,993
Revolver Loan(g)		0.00	%		04/20/16		7,785		7,395,779
Revolver Term Loan B-1		4.00	%		10/18/18		5,213		5,238,977
United Continental Holdings, Inc., Term Loan B		4.00	%		04/01/19		1,846		1,853,436
US Airways, Inc., Term Loan B-2		3.50	%		11/23/16		8,698		8,696,360
									32,903,413
Automotive–2.98%
Affinia Group Inc., Term Loan B-2		4.75	%		04/27/20		1,715		1,719,171
August U.S. Holding Company, Inc.,
First Lien Term Loan B-1 (Acquired 05/03/12-06/24/13; Cost $1,300,125)		5.00	%		04/27/18		1,303		1,304,443
Second Lien Term Loan		10.50	%		04/29/19		256		259,059
Second Lien Term Loan		10.50	%		04/29/19		84		84,824
Term Loan B-1 (Acquired 05/03/12-06/24/13; Cost $1,642,845)		5.00	%		04/27/18		1,644		1,645,847
Autoparts Holdings Ltd., First Lien Term Loan		6.50	%		07/28/17		1,815		1,751,642
BBB Industries, LLC, Term Loan		5.50	%		03/27/19		2,607		2,616,580
Federal-Mogul Corp.,
Term Loan B		2.13	%		12/29/14		4,770		4,663,275
Term Loan C		2.13	%		12/28/15		1,109		1,084,215
Goodyear Tire & Rubber Co., Second Lien Term Loan		4.75	%		04/30/19		2,569		2,588,968
Hertz Corp. (The),
LOC (Acquired 03/14/11; Cost $542,587)		3.75	%		03/09/18		552		550,210
Term Loan B-1		3.75	%		03/12/18		908		911,037
Term Loan B-2		3.00	%		03/11/18		905		907,473
KAR Auction Services, Inc., Term Loan		3.75	%		05/19/17		6,053		6,092,398
Key Safety Systems, Inc., Term Loan		4.75	%		05/09/18		3,921		3,966,964
Keystone Automotive Operations, Inc., First Lien Term Loan		7.00	%		08/15/19		2,225		2,235,706
Metaldyne, LLC, Term Loan		5.00	%		12/18/18		3,059		3,088,341
Pinafore, LLC, Term Loan B-2		3.75	%		09/29/16		44		44,338

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

9                         Invesco Floating Rate Fund

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Automotive–(continued)
Schaeffler AG (Germany), Term Loan C		4.25	%		01/27/17	$	8,294	$	8,330,380
TI Group Automotive Systems, L.L.C., Term Loan		5.50	%		03/27/19		7,823		7,862,566
Tower Automotive Holdings USA, LLC, Term Loan		4.75	%		04/23/20		6,937		6,984,421
Transtar Holding Company,
First Lien Term Loan		5.50	%		10/09/18		3,345		3,375,680
Second Lien Term Loan		9.75	%		10/09/19		524		534,811
									62,602,349
Beverage and Tobacco–0.26%
DS Waters of America, Inc., Term Loan B		5.25	%		08/30/20		2,368		2,343,986
North American Breweries Holdings, LLC, Term Loan		7.50	%		12/11/18		3,151		3,182,612
									5,526,598
Building & Development–2.65%
ABC Supply Co., Inc., Term Loan B		3.50	%		04/16/20		4,700		4,683,867
Building Materials Holding Corp., PIK Second Lien Term Loan(e)		8.00	%		01/05/15		5,782		5,695,427
Capital Automotive L.P.,
Second Lien Term Loan		6.00	%		04/30/20		2,668		2,741,610
Term Loan B-1		4.00	%		04/10/19		7,190		7,238,037
CBRE Services, Inc., Term Loan B		2.94	%		03/29/21		1,348		1,350,040
CPG International Inc., Term Loan		5.75	%		09/18/19		436		440,573
Custom Building Products, Inc., Term Loan		6.00	%		12/12/19		3,490		3,500,986
HD Supply Inc., Term Loan		4.50	%		10/12/17		3,966		3,986,662
Lake at Las Vegas Joint Venture, LLC,
PIK Exit Revolver Loan (Acquired 08/09/12; Cost $10,794)(e)(g)		0.00	%		02/28/17		11		4,524
PIK Exit Revolver Loan (Acquired 05/15/12,01/29/13; Cost $133,222)(e)		4.64	%		02/28/17		138		55,838
Nortek, Inc., Term Loan		5.25	%		04/26/17		456		458,678
Re/Max International, Inc., Term Loan		5.25	%		07/31/20		4,185		4,187,718
Realogy Corp.,
Synthetic LOC		4.45	%		10/10/16		1		638
Term Loan B		4.50	%		03/05/20		19,968		20,142,840
United Subcontractors, Inc., PIK Term Loan (Acquired 02/15/06-06/28/13; Cost $1,383,345)(e)		4.28	%		06/30/15		127		123,415
WireCo WorldGroup Inc., Term Loan		6.00	%		02/15/17		1,158		1,163,485
									55,774,338
Business Equipment & Services–5.89%
Advantage Sales & Marketing Inc.,
First Lien Term Loan		4.25	%		12/18/17		1,448		1,457,667
Second Lien Term Loan		8.25	%		06/18/18		273		277,832
Asurion Corp.,
Incremental Term Loan B-1		4.50	%		05/24/19		15,201		15,059,356
Incremental Term Loan B-2		3.50	%		07/08/20		21,806		20,953,555
Audio Visual Services Group, Inc., First Lien Term Loan (Acquired 11/09/12-01/14/13; Cost $2,647,865)		6.75	%		11/09/18		2,688		2,715,079
Brock Holdings III, Inc., First Lien Term Loan		6.01	%		03/16/17		232		233,228
Ceridian Corp., Term Loan		4.43	%		05/09/17		715		716,335
Crossmark Holdings, Inc.,
First Lien Term Loan		4.50	%		12/20/19		2,850		2,843,243
Second Lien Term Loan		8.75	%		12/21/20		576		577,872
Duff & Phelps Corp., Term Loan		4.50	%		04/23/20		2,179		2,184,682
DynCorp International Inc., Term Loan		6.25	%		07/07/16		391		395,127
Emdeon Inc., Term Loan B-2		3.75	%		11/02/18		1,651		1,658,306
Epiq Systems, Inc., Term Loan		4.75	%		08/27/20		4,039		4,035,573
Expert Global Solutions, Inc., First Lien Term Loan B		8.50	%		04/03/18		5,617		5,736,066

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

10                         Invesco Floating Rate Fund

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Business Equipment & Services–(continued)
First Data Corp.,
Term Loan		4.18	%		03/24/17	$	2,790	$	2,771,405
Term Loan		4.18	%		03/23/18		13,356		13,256,464
Term Loan		4.18	%		09/24/18		570		564,787
FS Funding A/S (Denmark), Term Loan B12		3.75	%		04/30/18		1,307		1,310,515
Garda World Security Corp., Term Loan B		4.50	%		11/13/19		863		873,054
Genesys Telecom Holdings, U.S., Inc., Term Loan		4.00	%		02/07/20		801		803,094
Helios Holding, Inc., First Lien Term Loan		6.50	%		07/13/18		1,998		2,009,315
ION Trading Technologies S.a.r.l. (Luxembourg), First Lien Term Loan		4.50	%		05/22/20		3,207		3,214,948
Koosharem LLC,
PIK First Lien Term Loan(e)		10.25	%		06/30/14		741		677,584
PIK Second Lien Term Loan(c)(e)		0.00	%		12/31/14		362		45,287
Kronos Inc.,
First Lien Term Loan		4.50	%		10/30/19		6,155		6,185,730
Second Lien Term Loan		9.75	%		04/30/20		1,273		1,321,080
Lonestar Intermediate Super Holdings, LLC, Term Loan		11.00	%		09/02/19		2,788		2,920,844
Nuance Communications, Inc., Term Loan C		2.94	%		08/07/19		4,899		4,891,384
SourceHOV LLC,
First Lien Term Loan B		5.25	%		04/30/18		1,494		1,506,861
Second Lien Term Loan		8.75	%		04/30/19		355		360,173
SunGard Data Systems Inc.,
Term Loan C		3.94	%		02/28/17		843		846,854
Term Loan D		4.50	%		01/31/20		1,068		1,080,273
Term Loan E		4.00	%		03/09/20		9,297		9,383,938
Symphony IRI Group, Inc., Term Loan		4.50	%		12/01/17		908		911,690
TNS Inc.,
First Lien Term Loan		5.00	%		02/14/20		1,275		1,287,438
Second Lien Term Loan		9.00	%		08/14/20		98		98,973
Trans Union LLC, Term Loan		4.25	%		02/10/19		756		762,801
Valleycrest Companies LLC, Term Loan		5.50	%		06/13/19		1,310		1,312,354
VNU, Inc., Term Loan E		2.94	%		05/02/16		3,378		3,398,013
Wash MultiFamily Laundry Systems, LLC, Term Loan		5.25	%		02/21/19		1,601		1,609,043
West Corp., Revolver Loan(g)		0.00	%		01/15/16		1,748		1,642,952
									123,890,775
Cable & Satellite Television–4.52%
Atlantic Broadband Finance, LLC, Term Loan B		3.25	%		12/02/19		971		964,826
Cequel Communications, LLC, Term Loan		3.50	%		02/14/19		5,223		5,241,473
Charter Communications Operating LLC, Term Loan E		3.00	%		07/01/20		3,414		3,386,161
CSC Holdings, LLC, Term Loan B		2.68	%		04/17/20		14,851		14,705,084
Kabel Deutschland GmbH (Germany), Term Loan F1		3.25	%		02/01/19		4,674		4,678,489
MCC Iowa,
Term Loan D-1		1.90	%		01/30/15		1,940		1,940,588
Term Loan D-2		1.90	%		01/30/15		268		268,397
Term Loan G		4.00	%		01/20/20		1,000		1,004,525
Term Loan H		3.25	%		01/29/21		3,310		3,283,028
Media Holdco, LP, Term Loan		7.25	%		07/24/18		2,339		2,350,242
Mediacom Illinois LLC, Term Loan E		4.50	%		10/23/17		1,953		1,957,826
Quebecor Media Inc. (Canada), Term Loan B-1		3.25	%		08/17/20		5,540		5,543,295
Telecommunications Management, LLC, Term Loan		5.00	%		04/30/20		2,697		2,702,794

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

11                         Invesco Floating Rate Fund

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Cable & Satellite Television–(continued)
UPC Financing Partnership,
Term Loan AF		4.00	%		01/29/21	$	2,004	$	2,015,998
Term Loan AH		3.25	%		06/30/21		7,930		7,915,851
Virgin Media Investment Holdings Ltd. (United Kingdom), Term Loan B		3.50	%		06/08/20		13,631		13,596,497
WaveDivision Holdings, LLC, Term Loan		4.00	%		10/15/19		3,171		3,181,922
WideOpenWest Finance, LLC,
Term Loan B		4.75	%		04/01/19		8,069		8,138,505
Term Loan B-1		4.25	%		07/17/17		4,871		4,903,898
Yankee Cable Acquisition, LLC, Term Loan		5.25	%		03/02/20		7,166		7,199,956
									94,979,355
Chemicals & Plastics–4.30%
AI Chem & Cy S.C.A.,
Second Lien Term Loan		8.25	%		04/03/20		338		348,600
Term Loan B-1		4.50	%		10/03/19		2,812		2,818,711
Term Loan B-2		4.50	%		10/03/19		1,459		1,462,494
Arysta LifeScience SPC, LLC,
First Lien Term Loan		4.50	%		05/29/20		9,014		9,032,377
Second Lien Term Loan		8.25	%		11/30/20		1,038		1,039,858
Ascend Performance Materials Operations LLC, Term Loan B		6.75	%		04/10/18		4,445		4,278,499
Aster Zweite Beteiligungs GMBH, (Germany)
Term Loan B5		6.65	%		12/30/16		721		708,558
Term Loan C5		6.65	%		12/30/16		738		725,516
DuPont Performance Coatings, Inc., Term Loan B		4.75	%		02/03/20		14,455		14,583,142
Emerald Performance Materials, LLC, First Lien Term Loan (Acquired 05/15/12; Cost $1,161,304)		6.75	%		05/18/18		1,168		1,179,763
HII Holding Corp., First Lien Term Loan		4.00	%		12/20/19		5,611		5,615,706
Huntsman International LLC, Term Loan		2.71	%		04/19/17		1,307		1,310,093
Ineos Holdings Ltd., Term Loan		4.00	%		05/04/18		17,306		17,199,272
MacDermid, Inc.,
First Lien Term Loan B		4.00	%		06/08/20		2,897		2,906,437
Second Lien Term Loan B		7.75	%		12/07/20		409		415,509
Nusil Technology LLC, Term Loan		5.25	%		04/07/17		320		315,090
OMNOVA Solutions, Inc., Term Loan B-1		4.25	%		05/31/18		3,717		3,747,543
Oxea Finance LLC,
First Lien Term Loan B-2		4.25	%		01/15/20		4,621		4,627,212
Second Lien Term Loan		8.25	%		07/15/20		1,557		1,560,106
Phillips Plastics Corp., Term Loan		4.75	%		02/13/17		739		740,860
PQ Corp., Term Loan		4.50	%		08/07/17		7,896		7,952,390
Taminco Global Chemical Corp., Term Loan B-2		4.25	%		02/15/19		2,267		2,288,609
Tata Chemicals North America Inc., Term Loan		3.75	%		08/07/20		1,639		1,641,592
Univar Inc., Term Loan B		5.00	%		06/30/17		3,988		3,901,636
									90,399,573
Clothing & Textiles–0.53%
Calceus Acquisition, Inc., Term Loan		5.75	%		01/31/20		1,956		1,976,760
PVH Corp., Term Loan B		3.25	%		02/13/20		8,530		8,575,093
Wolverine World Wide, Inc., Term Loan B		4.16	%		07/31/19		627		632,119
									11,183,972
Conglomerates–1.79%
CeramTec Acquisition Corp., Term Loan B-1(f)		—			08/31/20		2,931		2,939,651

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

12                         Invesco Floating Rate Fund

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Conglomerates–(continued)
Jarden Corp.,
Term Loan A1		2.18	%		03/31/16	$	6,424	$	6,464,042
Term Loan B		2.68	%		03/30/18		2,932		2,965,331
MX Holdings US, Inc., Term Loan B-1		3.68	%		08/16/20		3,385		3,404,106
Rexnord LLC/ RBS Global, Inc., Term Loan B		4.00	%		08/20/20		10,446		10,354,151
RGIS Services, LLC, Term Loan C		5.50	%		10/18/17		1,289		1,286,161
Spectrum Brands, Inc.,
Term Loan		4.58	%		12/17/19		3,757		3,790,794
Term Loan A		3.00	%		08/11/17		5,928		5,898,459
Term Loan C		3.50	%		08/13/19		644		640,530
									37,743,225
Containers & Glass Products–2.62%
Berlin Packaging, LLC,
First Lien Term Loan		4.75	%		04/02/19		4,343		4,359,544
Second Lien Term Loan		8.75	%		04/02/20		845		851,285
Berry Plastics Group, Inc., Term Loan D		3.50	%		02/07/20		14,746		14,659,179
BWAY Holding Company, Term Loan		4.50	%		08/07/17		3,408		3,439,267
Caraustar Industries, Inc., Term Loan		7.50	%		05/01/19		4,459		4,553,819
Consolidated Container Company LLC, Term Loan		5.00	%		07/03/19		1,378		1,391,637
Exopack, LLC, Term Loan B		5.00	%		05/31/17		2,775		2,805,944
Hoffmaster Group, Inc., First Lien Term Loan		6.50	%		01/03/18		4,305		4,273,045
Pact Group (USA), Inc., Term Loan		3.75	%		05/29/20		5,597		5,548,274
Pertus Sechzehnte GmbH, (Germany)
Term Loan B2A		4.56	%		12/14/16		500		499,500
Term Loan C2A		4.81	%		06/14/17		500		499,500
Ranpak Corp.,
First Lien Term Loan		4.50	%		04/23/19		578		581,133
Second Lien Term Loan (Acquired 04/10/13; Cost $643,639)		8.50	%		04/23/20		650		667,727
Reynolds Group Holdings Inc.,
Revolver Term Loan(g)		0.00	%		11/05/14		3,987		3,982,165
Term Loan		4.75	%		09/28/18		1,636		1,649,672
TricorBraun Inc., Term Loan		4.00	%		05/03/18		1,997		2,002,354
WNA Holdings, Inc.,
Second Lien Term Loan (Acquired 06/03/13; Cost $635,914)		8.50	%		12/07/20		642		648,675
Term Loan		4.50	%		06/05/20		956		961,222
Term Loan		4.50	%		06/05/20		1,761		1,769,522
									55,143,464
Cosmetics & Toiletries–0.49%
Nice-Pak Products, Inc., Term Loan		7.26	%		06/18/14		534		520,842
Revlon Consumer Products Corp.,
Term Loan		4.00	%		11/20/17		3,297		3,308,169
Term Loan(f)		—			08/19/19		6,433		6,442,912
									10,271,923
Drugs–1.61%
Grifols, Inc., Term Loan B		4.25	%		06/01/17		4,288		4,324,487
Harlan Laboratories, Inc., Term Loan		3.77	%		07/11/14		2,249		1,915,615
IMS Health Incorporated, Term Loan B-1		3.75	%		09/01/17		4,350		4,364,308
Medpace Intermediateco, Inc., Term Loan B (Acquired 06/21/11-04/12/13; Cost $2,494,070)		5.25	%		06/16/17		2,526		2,532,181
Pharmaceutical Product Development, Inc., Term Loan		4.25	%		12/05/18		661		662,819

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

13                         Invesco Floating Rate Fund

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Drugs–(continued)
Quintiles Transnational Corp., Term Loan B-2		4.00	%		06/08/18	$	1,517	$	1,525,596
RPI Finance Trust, Term Loan		3.50	%		05/09/18		688		693,120
Valeant Pharmaceuticals International, Inc., Term Loan C-1		4.38	%		12/11/19		11,201		11,258,830
Warner Chilcott Company, LLC,
Term Loan B-1		4.25	%		03/15/18		1,011		1,014,382
Term Loan B-1		4.25	%		03/15/18		2,321		2,330,176
Term Loan B-3		4.25	%		03/15/18		1,829		1,836,220
Term Loan B-4		3.18	%		08/20/17		1,156		1,158,655
Term Loan B-5		3.18	%		08/20/17		231		231,731
									33,848,120
Ecological Services & Equipment–0.83%
ADS Waste Holdings, Inc., Term Loan B		4.25	%		10/09/19		4,422		4,440,828
Sensus USA, Inc., First Lien Term Loan		4.75	%		05/09/17		1,244		1,232,371
Servicemaster Company, The,
Synthetic LOC		4.55	%		01/31/17		3,750		3,581,250
Term Loan B		4.44	%		01/31/17		2,990		2,918,235
Term Loan C		4.25	%		01/31/17		4,448		4,331,123
WCA Waste Corp., Term Loan		4.00	%		03/23/18		948		950,368
									17,454,175
Electronics & Electrical–4.37%
Aeroflex Incorporated, Term Loan B-1		4.50	%		11/11/19		5,996		6,054,088
Blackboard Inc.,
Second Lien Term Loan		11.50	%		04/04/19		1,095		1,114,446
Term Loan B-2		6.25	%		10/04/18		11,792		11,875,444
Blue Coat Systems, Inc., Term Loan		4.50	%		05/31/19		1,949		1,955,404
Dealer Computer Services, Inc., Term Loan B		2.18	%		04/21/16		779		783,929
DEI Sales, Inc., Term Loan		5.75	%		07/13/17		2,141		2,139,174
Deltek, Inc., First Lien Term Loan		5.00	%		10/10/18		9,530		9,558,527
DG FastChannel, Inc., Term Loan		7.25	%		07/26/18		4,501		4,467,232
Freescale Semiconductor, Inc., Term Loan B-4		5.00	%		02/28/20		12,644		12,725,374
Infor (US), Inc.,
Term Loan B-2		5.25	%		04/05/18		1,770		1,784,411
Term Loan B-3		3.75	%		06/03/20		8,370		8,330,264
Microsemi Corp., Term Loan		3.75	%		02/19/20		856		861,373
Mirion Technologies, Inc., Term Loan		5.75	%		03/30/18		2,781		2,780,757
Riverbed Technology, Inc., Term Loan		4.00	%		12/18/19		1,767		1,785,145
RP Crown Parent, LLC,
First Lien Term Loan		6.75	%		12/21/18		3,563		3,606,454
Second Lien Term Loan		11.25	%		12/20/19		602		617,040
Ship Luxco 3 S.a.r.l., (Luxembourg)
Term Loan B2A-II		5.25	%		11/29/19		986		992,697
Term Loan C2		4.75	%		11/29/19		2,915		2,932,528
Sophia, L.P., Term Loan B		4.50	%		07/19/18		6,723		6,763,508
SS&C Technologies, Inc.,
Term Loan B-1		3.50	%		06/07/19		3,409		3,412,989
Term Loan B-2		3.50	%		06/07/19		353		353,068
SSI Investments II Ltd., Term Loan		5.00	%		05/26/17		3,425		3,463,671
StoneRiver Group, L.P., First Lien Term Loan		4.50	%		11/29/19		771		771,667
Verint Systems Inc., Term Loan		4.00	%		09/06/19		2,829		2,844,468
									91,973,658

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

14                         Invesco Floating Rate Fund

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Equipment Leasing–0.13%
Flying Fortress Inc., Term Loan		3.50	%		06/30/17	$	2,738	$	2,745,031
Financial Intermediaries–2.31%
Bankruptcy Management Solutions, Inc., Term Loan B		7.00	%		06/27/18		23		21,062
Blackstone Perpetual BidCo B.V. (Netherlands), Term Loan B22		4.76	%		02/07/20		1,340		1,334,619
GEO Group, Inc., Term Loan		3.25	%		04/03/20		502		504,898
iPayment Inc., Term Loan		6.75	%		05/08/17		3,978		3,878,445
LPL Holdings, Inc., Term Loan B		3.25	%		03/29/19		1,468		1,462,467
MIP Delaware, LLC, Term Loan B-1		4.00	%		03/09/20		1,362		1,374,066
MoneyGram International, Inc., Term Loan		4.25	%		03/27/20		8,137		8,185,507
Nuveen Investments, Inc., First Lien Term Loan B		4.18	%		05/15/17		22,682		22,620,478
RJO Holdings Corp., Term Loan		6.94	%		12/10/15		1,642		1,428,250
TransFirst Holdings, Inc.,
First Lien Term Loan B-1		4.75	%		12/27/17		5,095		5,112,083
Second Lien Term Loan		11.00	%		06/27/18		2,574		2,626,928
									48,548,803
Food & Drug Retailers–0.88%
Pantry Inc., The, Term Loan		4.75	%		08/02/19		2,273		2,305,357
Rite Aid Corp.,
Second Lien Term Loan 1		5.75	%		08/21/20		1,353		1,391,968
Term Loan 6		4.00	%		02/21/20		4,154		4,169,465
Roundy’s Supermarkets, Inc., Term Loan B		5.75	%		02/13/19		2,847		2,804,769
Sprouts Farmers Markets Holdings, LLC, Term Loan		4.00	%		04/23/20		1,344		1,349,967
SuperValu Inc., Term Loan		5.00	%		03/21/19		6,403		6,436,136
									18,457,662
Food Products–3.50%
AdvancePierre Foods, Inc.,
First Lien Term Loan		5.75	%		07/10/17		5,924		5,992,458
Second Lien Term Loan		9.50	%		10/10/17		524		534,813
Candy Intermediate Holdings, Inc., Term Loan		7.50	%		06/18/18		2,846		2,735,771
CSM Bakery Supplies LLC, Term Loan		4.75	%		07/03/20		5,881		5,844,200
Del Monte Corp., Term Loan		4.00	%		03/08/18		6,320		6,331,641
Dole Food Company, Inc., Term Loan B		3.75	%		04/01/20		13,490		13,497,187
H.J. Heinz Company,
Revolver Term Loan(f)		—			06/07/18		10,581		10,558,223
Term Loan B-2		3.50	%		06/05/20		10,721		10,803,085
JBS USA, LLC, Term Loan		3.75	%		05/25/18		7,857		7,881,549
New HB Acquisition, LLC, Term Loan B		6.75	%		04/09/20		2,412		2,477,849
Pinnacle Foods Finance LLC, Term Loan G		3.25	%		04/29/20		6,922		6,871,100
QCE LLC, Term Loan		9.00	%		01/24/17		11		4,210
									73,532,086
Food Service–3.31%
Aramark Corp.,
LOC 3 Term Loan		3.68	%		07/26/16		82		82,598
Term Loan B		3.78	%		07/26/16		2,379		2,391,396
Term Loan C		3.78	%		07/26/16		8,724		8,770,666
Term Loan D		4.00	%		09/09/19		5,414		5,444,148
Burger King Corp., Term Loan B		3.75	%		09/27/19		3,516		3,543,453
Dunkin’ Brands, Inc., Term Loan B-3		3.75	%		02/14/20		692		693,389

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

15                         Invesco Floating Rate Fund

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Food Service–(continued)
Focus Brands Inc., First Lien Term Loan		4.27	%		02/21/18	$	2,761	$	2,773,300
Landry’s, Inc., Term Loan B		4.75	%		04/24/18		5,912		5,964,104
OSI Restaurant Partners, LLC, Term Loan		3.50	%		10/25/19		2,132		2,132,281
Restaurant Holding Company, LLC, Term Loan		9.00	%		02/17/17		3,066		3,084,667
Seminole Hard Rock Entertainment, Inc., Term Loan		3.50	%		05/14/20		1,177		1,177,591
US Foods, Inc., Term Loan		4.50	%		03/29/19		10,434		10,464,589
Weight Watchers International, Inc.,
Term Loan B-1		2.94	%		04/02/16		2,429		2,423,000
Term Loan B-2		3.75	%		04/02/20		19,654		19,387,011
Wendy’s International, Inc., Term Loan B		3.25	%		05/15/19		1,365		1,364,554
									69,696,747
Forest Products–0.17%
Xerium Technologies, Inc., Term Loan		6.25	%		05/17/19		3,526		3,551,019
Healthcare–6.56%
Alere Inc.,
Incremental Term Loan B-1		4.25	%		06/30/17		1,139		1,149,211
Incremental Term Loan B-2		4.25	%		06/30/17		513		517,691
Term Loan B		4.25	%		06/30/17		1,733		1,748,028
AMN Healthcare, Inc., Loan B		3.75	%		04/05/18		858		864,215
Apria Healthcare Group Inc., Term Loan		6.75	%		04/05/20		13,820		13,949,617
ATI Holdings, Inc., Term Loan		5.75	%		12/20/19		1,445		1,461,655
Biomet, Inc., Term Loan B-1		3.96	%		07/25/17		9,877		9,920,362
Carestream Health, Inc., First Lien Term Loan		5.00	%		06/07/19		12,484		12,609,092
Community Health Systems, Inc., Term Loan		3.76	%		01/25/17		1,239		1,245,473
DaVita Inc.,
Term Loan A-3		2.69	%		11/01/17		4,875		4,878,047
Term Loan B		4.50	%		10/20/16		4,917		4,962,334
DJO Finance LLC, Term Loan B		4.75	%		09/15/17		11,837		11,938,545
Drumm Investors LLC, Term Loan		5.00	%		05/04/18		3,361		3,218,761
Fresenius US Finance I Inc., Term Loan B		2.25	%		08/07/19		11,283		11,306,245
Genoa Healthcare Group, LLC,
First Lien Term Loan		7.25	%		08/08/14		47		45,159
PIK Second Lien Term Loan(e)		14.00	%		02/10/15		774		655,947
HCA, Inc.,
Term Loan B-4		2.93	%		05/01/18		4,274		4,278,340
Term Loan B-5		3.03	%		03/31/17		10,083		10,096,530
HCR Healthcare, LLC, Term Loan		5.00	%		04/06/18		547		539,861
Health Management Associates, Inc., Term Loan B		3.50	%		11/16/18		3,659		3,670,059
Hologic, Inc., Term Loan B		3.75	%		08/01/19		1,864		1,875,707
Kindred Healthcare, Inc., Term Loan B-1		4.25	%		06/01/18		9,419		9,410,595
Kinetic Concepts, Inc., Term Loan D-1		4.50	%		05/04/18		14,591		14,645,583
Sage Products Holdings III, LLC, First Lien Term Loan		4.25	%		12/13/19		1,247		1,253,932
Surgical Care Affiliates, LLC, Term Loan C		4.25	%		06/29/18		2,118		2,126,363
TriZetto Group, Inc.,
Second Lien Term Loan		8.50	%		03/28/19		1,968		1,800,882
Term Loan		4.75	%		05/02/18		5,797		5,449,613
Universal Health Services, Inc., Term Loan B-1		2.43	%		11/15/16		500		503,125
Western Dental Services, Inc., Term Loan		8.25	%		11/01/18		1,886		1,903,399
									138,024,371

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

16                         Invesco Floating Rate Fund

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Home Furnishings–0.50%
Serta Simmons Holdings, LLC, Term Loan		5.00	%		10/01/19	$	4,623	$	4,647,943
Tempur-Pedic International Inc., Term Loan B		3.50	%		03/18/20		4,801		4,768,918
Yankee Candle Company, Inc., The, Term Loan		5.25	%		04/02/19		1,016		1,026,118
									10,442,979
Industrial Equipment–2.61%
Accudyne Industries LLC, Term Loan		4.00	%		12/13/19		5,843		5,805,796
Alliance Laundry Systems LLC, Second Lien Term Loan		9.50	%		12/10/19		535		541,055
Apex Tool Group, LLC, Term Loan		4.50	%		01/31/20		5,773		5,801,910
Doncasters US Finance LLC, Term Loan B		5.50	%		04/09/20		6,641		6,711,945
Gardner Denver, Inc., Term Loan		4.25	%		07/30/20		5,056		5,038,440
Generac Power System, Inc., Term Loan B		3.50	%		05/29/20		1,887		1,882,649
Grede LLC, Term Loan B		4.50	%		05/02/18		3,117		3,128,268
Husky Injection Molding Systems Ltd., Term Loan		4.25	%		06/29/18		5,293		5,309,916
Manitowoc Company, Inc., Term Loan B		4.25	%		11/13/17		380		382,614
MEI, Inc., Term Loan		5.00	%		08/21/20		2,826		2,832,912
Milacron LLC, Term Loan		4.25	%		03/30/20		3,165		3,175,120
QS0001 Corp., First Lien Term Loan		5.00	%		11/09/18		4,056		4,107,059
Tank Holding Corp., Term Loan		4.25	%		07/09/19		2,805		2,798,382
Terex Corp., Term Loan		4.50	%		04/28/17		1,463		1,484,044
Unifrax Holding Co., Term Loan		4.25	%		11/28/18		543		545,844
Wesco Distribution, Inc., Term Loan B-1		4.50	%		12/12/19		5,329		5,372,759
									54,918,713
Insurance–0.32%
Compass Investors Inc., Term Loan		5.00	%		12/27/19		939		944,321
Cooper Gay Swett & Crawford Ltd.,
First Lien Term Loan		5.00	%		04/16/20		1,950		1,964,189
Second Lien Term Loan		8.25	%		10/16/20		1,300		1,321,644
HUB International Holdings, Inc., Term Loan		3.68	%		06/13/17		998		999,016
Sedgwick CMS Holdings, Inc., First Lien Term Loan B		4.25	%		06/12/18		1,457		1,460,721
									6,689,891
Leisure Goods, Activities & Movies–3.80%
24 Hour Fitness Worldwide, Inc., Term Loan B		5.25	%		04/22/16		4,789		4,839,024
Alpha Topco Ltd. (United Kingdom), Term Loan B		4.50	%		04/30/19		22,110		22,303,638
AMC Entertainment Inc., Term Loan		3.50	%		04/30/20		2,943		2,948,167
Bright Horizons Family Solutions, Inc., Term Loan B		4.00	%		01/30/20		3,569		3,581,057
Cedar Fair, L.P., Term Loan		3.25	%		03/06/20		4,173		4,190,324
Equinox Holdings Inc., First Lien Term Loan		4.50	%		01/31/20		2,088		2,100,919
Fender Musical Instruments Corp., Term Loan		5.75	%		04/03/19		590		593,721
Great Wolf Resorts, Inc., Term Loan B		4.50	%		08/06/20		5,627		5,631,061
IMG Worldwide, Inc., Term Loan B		4.50	%		06/16/16		4,776		4,780,014
Kasima, LLC, Term Loan		3.25	%		05/17/21		3,448		3,450,109
Live Nation Entertainment, Inc., Term Loan B-1		3.50	%		08/16/20		3,982		3,999,033
Otter Products, LLC, Term Loan		5.25	%		04/29/19		1,149		1,155,047
Sabre Inc.,
Term Loan B		5.25	%		02/19/19		4,708		4,762,283
Term Loan C		4.00	%		02/19/18		2,670		2,685,570
Seaworld Parks & Entertainment, Inc., Term Loan B-2		3.00	%		05/14/20		2,341		2,326,300
Six Flags Theme Parks Inc., Term Loan B		4.00	%		12/20/18		585		591,908

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

17                         Invesco Floating Rate Fund

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Leisure Goods, Activities & Movies–(continued)
SRAM, LLC, First Lien Term Loan		4.02	%		04/10/20	$	1,230	$	1,223,571
Topps Company, Inc., (The), Term Loan		2.94	%		10/13/14		1,542		1,534,415
US FinCo LLC, Term Loan B		4.00	%		05/29/20		2,530		2,530,479
WMG Acquisition Corp., Term Loan B		3.75	%		07/01/20		669		669,018
Zuffa, LLC, Term Loan		4.50	%		02/25/20		4,013		4,027,749
									79,923,407
Lodging & Casinos–3.90%
Bally Technologies, Inc., Term Loan B(f)		—			08/31/20		10,446		10,448,840
Boyd Acquisition Sub, LLC, Term Loan B		4.25	%		11/20/17		155		155,654
Boyd Gaming Corp., Term Loan B		4.00	%		08/14/20		3,493		3,506,660
Cannery Casino Resorts, LLC,
First Lien Term Loan		6.00	%		10/02/18		2,716		2,718,325
Second Lien Term Loan		10.00	%		10/02/19		515		483,689
Centaur Acquisition, LLC, First Lien Term Loan		5.25	%		02/20/19		2,398		2,420,876
Four Seasons Holdings Inc., (Canada)
First Lien Term Loan		4.25	%		06/27/20		3,299		3,332,343
Second Lien Term Loan		6.25	%		12/28/20		2,066		2,107,004
Harrah’s Operating Company, Inc.,
Term Loan B-5		4.43	%		01/26/18		7,113		6,288,349
Term Loan B-6		5.43	%		01/26/18		5,981		5,393,015
HLT Owned Mezz III-C LLC, Term Loan		3.68	%		11/12/15		14,996		14,925,282
Las Vegas Sands, LLC/Venetian Casino Resort, LLC, Term Loan B		2.69	%		11/23/16		1,337		1,337,042
MGM Resorts International, Term Loan B		3.50	%		12/20/19		6,096		6,091,820
Pinnacle Entertainment, Inc.,
Term Loan B-1		3.75	%		08/15/16		2,376		2,387,636
Term Loan B-2		3.75	%		08/13/20		3,725		3,746,022
Scientific Games Corp., Term Loan B-1		3.19	%		06/30/15		244		241,973
Seminole Tribe of Florida, Term Loan		3.00	%		04/29/20		4,913		4,908,816
Station Casinos LLC, Term Loan B		5.00	%		03/01/20		831		839,161
Tropicana Entertainment Inc., Term Loan		7.50	%		03/16/18		1,635		1,654,973
Twin River Management Group, Inc., Term Loan		5.25	%		11/09/18		6,583		6,656,705
Yonkers Racing Corp.,
First Lien Term Loan		4.25	%		08/20/19		2,077		2,069,709
Second Lien Term Loan		8.75	%		08/20/20		392		390,002
									82,103,896
Nonferrous Metals & Minerals–1.31%
Alpha Natural Resources, Inc., Term Loan B		3.50	%		05/22/20		5,434		5,222,759
Arch Coal, Inc., Term Loan		5.75	%		05/16/18		10,538		10,256,197
Noranda Aluminum Acquisition Corp., Term Loan B		5.75	%		02/28/19		3,409		3,247,497
Novelis Inc., Term Loan		3.75	%		03/10/17		3,101		3,107,198
Walter Energy, Inc., Term Loan B		6.75	%		04/02/18		6,050		5,789,567
									27,623,218
Oil & Gas–5.20%
Atlas Energy, L.P., Term Loan		6.50	%		07/30/19		3,363		3,407,507
Bronco Midstream Funding, LLC, Term Loan		5.00	%		08/17/20		5,237		5,236,989
Buffalo Gulf Coast Terminals LLC, Term Loan		5.25	%		10/31/17		4,634		4,680,745
Chesapeake Energy Corp., Term Loan		5.75	%		12/01/17		9,045		9,246,644
CITGO Petroleum Corp., Term Loan B		8.00	%		06/24/15		735		743,158
Crestwood Holdings LLC, Term Loan B-1		7.00	%		06/19/19		1,304		1,327,168

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

18                         Invesco Floating Rate Fund

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Oil & Gas–(continued)
Drillships Financing Holding Inc.,
Term Loan B-1		6.00	%		03/31/21	$	12,825	$	12,905,126
Term Loan B-2		5.50	%		07/15/16		4,443		4,487,234
EMG Utica, LLC, Term Loan		4.75	%		03/27/20		2,761		2,771,751
Energy Transfer Equity, L.P., Term Loan		3.75	%		03/24/17		1,125		1,133,792
Exco Resources, Inc., Term Loan		5.00	%		08/19/19		5,741		5,705,283
Glenn Pool Oil & Gas Trust I, Term Loan (Acquired 06/08/11; Cost $977,057)		4.50	%		05/02/16		977		981,942
HGIM Corp., Term Loan B		5.50	%		06/18/20		3,215		3,234,661
Kinder Morgan, Inc., Term Loan A		4.19	%		05/24/15		18,062		18,231,631
NGPL PipeCo LLC, Term Loan		6.75	%		09/15/17		6,434		6,095,888
Obsidian Natural Gas Trust (United Kingdom), Term Loan (Acquired 05/05/11; Cost $1,094,366)		7.00	%		11/02/15		1,076		1,081,098
Pacific Drilling S.A. (Luxembourg), Term Loan		4.50	%		06/04/18		3,583		3,607,466
Ruby Western Pipeline Holdings, LLC, Term Loan		3.50	%		03/27/20		1,879		1,876,824
Samson Investment Company, Second Lien Term Loan		6.00	%		09/25/18		5,262		5,301,151
Saxon Enterprises LLC, Term Loan		5.50	%		02/15/19		2,435		2,443,702
Tallgrass Operations, LLC, Term Loan		5.25	%		11/13/18		3,536		3,585,552
Tervita Corp. (Canada), Term Loan		6.25	%		05/15/18		7,042		6,992,960
WildHorse Resources, LLC, Term Loan		7.50	%		12/13/18		4,225		4,204,042
									109,282,314
Publishing–2.66%
Affiliated Media, Inc., Term Loan		8.50	%		03/19/14		470		469,903
Cenveo Corp., Term Loan B		6.25	%		02/13/17		8,041		8,111,408
Endurance Business Media, Inc., Term Loan (Acquired 07/26/06; Cost $81,170)		6.50	%		12/15/14		62		27,917
Getty Images, Inc.,
Revolver Loan(f)		—			10/18/17		1,478		1,380,638
Term Loan		4.75	%		10/18/19		7,513		7,253,323
Harland Clarke Holdings Corp., Term Loan B-2		5.43	%		06/30/17		370		365,035
Interactive Data Corp., Term Loan B		3.75	%		02/11/18		898		897,709
Lamar Media Corp., Term Loan B		4.00	%		12/30/16		9		9,039
Media General, Inc.,
Term Loan B(g)		0.00	%		07/31/20		4,759		4,776,466
Term Loan B(f)		—			07/31/20		2,075		2,082,354
MediMedia USA, Inc., First Lien Term Loan		8.00	%		11/20/18		3,948		3,908,995
Merrill Communications LLC, Term Loan		7.31	%		03/08/18		4,984		5,040,446
MTL Publishing LLC, Term Loan B-1		4.25	%		06/29/18		4,635		4,663,750
Multi Packaging Solutions, Inc., Term Loan		4.25	%		08/21/20		2,268		2,267,921
Newsday, LLC, Term Loan		3.68	%		10/12/16		4,819		4,825,418
ProQuest LLC, Term Loan		6.00	%		04/13/18		1,792		1,807,071
Southern Graphics Inc., Term Loan		5.00	%		10/17/19		3,353		3,369,427
Tribune Company, Term Loan B		4.00	%		12/31/19		4,613		4,634,472
									55,891,292
Radio & Television–3.90%
Barrington Broadcasting LLC, Term Loan 2		7.50	%		06/14/17		253		252,933
Clear Channel Communications, Inc.,
Term Loan B		3.83	%		01/29/16		7,031		6,579,260
Term Loan D		6.93	%		01/30/19		35,133		32,338,878
Entravision Communications Corp., Term Loan B		3.50	%		05/29/20		7,501		7,451,761
FoxCo Acquisition Sub, LLC, Term Loan		5.50	%		07/14/17		2,578		2,594,494
Gray Television, Inc., Term Loan		4.75	%		10/15/19		2,224		2,245,329

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

19                         Invesco Floating Rate Fund

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Radio & Television–(continued)
Lin Television Corp., Term Loan B		4.00	%		12/21/18	$	691	$	695,706
Local TV Finance, LLC, Term Loan B-2		4.19	%		05/07/15		1,172		1,175,069
Mission Broadcasting, Inc., Term Loan B		4.25	%		12/03/19		138		139,194
NEP/NCP HoldCo, Inc.,
First Lien Term Loan		4.75	%		01/22/20		2,486		2,500,225
Second Lien Term Loan		9.50	%		07/22/20		132		135,729
Nexstar Broadcasting, Inc., Term Loan B		4.25	%		12/03/19		326		329,246
Nine Entertainment Corp., Term Loan B		3.50	%		02/05/20		4,589		4,569,752
Raycom TV Broadcasting, LLC, Term Loan B		4.25	%		05/31/17		2,092		2,107,252
Sinclair Television Group, Inc., Term Loan B		3.00	%		04/09/20		2,041		2,042,456
TWCC Holding Corp.,
Second Lien Term Loan		7.00	%		06/26/20		2,023		2,083,554
Term Loan		3.50	%		02/13/17		1,994		2,005,876
Univision Communications Inc.,
First Lien Term Loan		4.50	%		03/02/20		7,491		7,478,140
Term Loan		4.00	%		03/02/20		2,048		2,034,212
Term Loan		4.50	%		03/02/20		3,194		3,192,835
									81,951,901
Retailers (except Food & Drug)–3.16%
Academy, Ltd., Term Loan		4.50	%		08/03/18		2,276		2,291,593
CDW LLC, Term Loan		3.50	%		04/29/20		14,581		14,450,075
Collective Brands, Inc., Term Loan		7.25	%		10/09/19		4,092		4,170,824
David’s Bridal, Inc.,
Term Loan(g)		0.00	%		10/11/17		1,573		1,478,320
Term Loan		5.00	%		10/11/19		1,223		1,233,520
Guitar Center, Inc., Term Loan		6.28	%		04/10/17		5,364		5,290,396
Michaels Stores, Inc., Term Loan B		3.75	%		01/28/20		9,245		9,292,268
National Vision, Inc., Term Loan		7.00	%		08/02/18		2,760		2,781,198
Neiman Marcus Group, Inc., Term Loan		4.00	%		05/16/18		1,871		1,873,440
OSP Group, Inc., First Lien Term Loan		5.50	%		02/05/20		4,147		4,167,993
Pep Boys—Manny, Moe & Jack, Term Loan		5.00	%		10/11/18		1,478		1,488,572
Savers Inc., Term Loan		5.00	%		07/09/19		4,915		4,955,036
Spin Holdco Inc., First Lien Term Loan		4.25	%		11/14/19		5,086		5,106,750
Toys ‘R’ US-Delaware, Inc.,
Term Loan		6.00	%		09/01/16		1,018		1,003,750
Term Loan		6.00	%		08/21/19		4,511		4,465,970
Term Loan B-2(f)		—			05/25/18		112		109,021
Term Loan B-3		5.25	%		05/25/18		404		390,945
Wilton Brands LLC, Term Loan B		7.50	%		08/30/18		1,976		1,963,798
									66,513,469
Steel–0.63%
Ameriforge Group Inc.,
First Lien Term Loan		5.00	%		12/19/19		4,347		4,363,222
Second Lien Term Loan		8.75	%		12/18/20		429		434,986
JFB Firth Rixson Inc., Term Loan		4.25	%		06/30/17		670		671,266
JMC Steel Group Inc., Term Loan		4.75	%		04/03/17		1,087		1,089,021
Tube City IMS Corp., Term Loan		4.75	%		03/20/19		3,872		3,881,368
Waupaca Foundry, Inc., Term Loan		4.50	%		06/29/17		2,856		2,860,565
									13,300,428

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

20                         Invesco Floating Rate Fund

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Surface Transport–0.95%
American Petroleum Tankers Parent LLC, Term Loan		4.75	%		10/02/19	$	2,258	$	2,271,917
Avis Budget Car Rental, LLC, Term Loan B		3.00	%		03/15/19		609		609,860
Ceva Group PLC, (United Kingdom)
Term Loan B		0.18	%		08/31/16		216		205,423
Term Loan B		5.27	%		08/31/16		1,260		1,199,391
JHCI Acquisition, Inc., First Lien Term Loan		7.00	%		07/11/19		2,868		2,851,047
Kenan Advantage Group, Inc., Term Loan		3.75	%		06/10/16		781		787,601
Navios Partners Finance (US) Inc., Term Loan		5.25	%		06/27/18		4,262		4,346,827
Swift Transportation Co., LLC,
Term Loan B-1		2.93	%		12/21/16		804		809,582
Term Loan B-2		4.00	%		12/21/17		1,075		1,083,137
U.S. Shipping Corp, Term Loan		9.00	%		04/30/18		5,603		5,728,723
									19,893,508
Telecommunications–5.95%
Arris Group, Inc., Term Loan B		3.50	%		04/17/20		4,307		4,263,699
Avaya Inc.,
Term Loan B-3		4.76	%		10/26/17		17,883		15,976,690
Term Loan B-5		8.00	%		03/30/18		5,484		5,201,299
Cellular South, Inc., Term Loan B		3.25	%		05/22/20		2,593		2,594,499
Consolidated Communications, Inc.,
Incremental Term Loan 3		5.25	%		12/31/18		7,146		7,239,051
Term Loan 2		4.19	%		12/31/17		995		1,003,969
Cricket Communications, Inc.,
Term Loan		4.75	%		10/10/19		2,581		2,591,807
Term Loan C		4.75	%		03/09/20		5,184		5,213,193
Crown Castle Operating Co., Term Loan B		3.25	%		01/31/19		11,959		11,875,168
Fairpoint Communications, Inc., Term Loan		7.50	%		02/14/19		8,142		8,147,326
Global Tel*Link Corp., First Lien Term Loan		5.00	%		05/22/20		3,725		3,664,403
Hargray Communications Group, Inc., Term Loan		4.75	%		06/25/19		2,435		2,430,631
Intelsat Jackson Holdings S.A., Term Loan B-1		4.25	%		04/02/18		10,802		10,902,393
Level 3 Communications, Inc.,
Term Loan B		4.00	%		01/15/20		10,974		10,994,455
Term Loan B-II		4.75	%		08/01/19		8,263		8,276,064
Term Loan B-III		4.00	%		08/01/19		428		428,878
LTS Buyer LLC,
First Lien Term Loan B		4.50	%		04/13/20		3,087		3,111,141
Second Lien Term Loan		8.00	%		04/12/21		130		130,783
NTELOS Inc., Term Loan B		5.75	%		11/08/19		4,370		4,364,200
Syniverse Holdings, Inc.,
Term Loan		4.00	%		04/23/19		6,111		6,151,294
Term Loan		5.00	%		04/23/19		3,443		3,462,562
Telesat LLC, Term Loan B-2		3.50	%		03/28/19		1,279		1,283,141
Time Warner Telecom Holdings Inc., Term Loan B		2.69	%		04/17/20		1,545		1,549,113
U.S. TelePacific Corp., Term Loan		5.75	%		02/23/17		2,273		2,274,347
Windstream Corp., Term Loan B-4		3.50	%		01/23/20		2,080		2,084,798
									125,214,904
Utilities–2.56%
AES Corp., The, Term Loan		3.75	%		06/01/18		1,004		1,012,086
Calpine Construction Finance Company, L.P.,
Term Loan B-1		3.00	%		05/04/20		7,145		7,081,286
Term Loan B-2		3.25	%		01/31/22		2,323		2,309,516

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

21                         Invesco Floating Rate Fund

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Utilities–(continued)
Calpine Corp.,
Term Loan(f)		—			04/02/18	$	790	$	793,223
Term Loan		4.00	%		10/09/19		7,834		7,870,069
Dynegy Inc., Term Loan B-2		4.00	%		04/23/20		4,228		4,222,906
EquiPower Resources Holdings, LLC,
First Lien Term Loan B		4.25	%		12/21/18		6,088		6,088,428
First Lien Term Loan C		4.25	%		12/31/19		2,648		2,641,306
LSP Madison Funding, LLC, Term Loan		5.50	%		06/28/19		965		973,990
NRG Energy Inc., Term Loan		2.75	%		07/02/18		5,828		5,799,883
NSG Holdings LLC, Term Loan		4.75	%		12/11/19		608		613,850
Sapphire Power Finance LLC, Term Loan B (Acquired 07/02/13; Cost $3,128,586)		6.00	%		07/10/18		3,160		3,163,670
Texas Competitive Electric Holdings,
Term Loan		3.71	%		10/10/14		8,006		5,468,641
Term Loan		4.71	%		10/10/17		5,010		3,398,751
USIC Holding, Inc., First Lien Term Loan		4.75	%		07/10/20		2,381		2,390,616
									53,828,221
Total Variable Rate Senior Loan Interests									1,909,689,232
Bonds and Notes–3.49%
Air Transport–0.23%
Air Lease Corp.		5.63	%		04/01/17		3,956		4,248,744
United Airlines, Inc.(h)		6.75	%		09/15/15		460		478,400
									4,727,144
Automotive–0.20%
Gestamp Funding Luxembourg S.A. (Luxembourg)(h)		5.63	%		05/31/20		1,747		1,694,590
Goodyear Tire & Rubber Co.		6.50	%		03/01/21		1,418		1,435,725
Schaeffler AG (Germany)(h)		4.75	%		05/15/21		1,042		988,333
									4,118,648
Business Equipment & Services–0.16%
First Data Corp.(h)		6.75	%		11/01/20		3,207		3,279,158
Cable & Satellite Television–0.07%
Lynx II Corp. (United Kingdom)(h)		5.38	%		04/15/21		200		196,500
UPC Broadband Holdings, B.V. (Netherlands)(h)		7.25	%		11/15/21		1,074		1,159,920
UPC Broadband Holdings, B.V. (Netherlands)(h)		6.88	%		01/15/22		173		182,193
									1,538,613
Chemicals & Plastics–0.29%
Hexion Specialty Chemicals, Inc.(h)		6.63	%		04/15/20		5,355		5,314,838
Ineos Holdings Ltd.(h)		6.13	%		08/15/18		200		194,000
Ineos Holdings Ltd.(h)		8.38	%		02/15/19		241		265,100
Ineos Holdings Ltd.(h)		7.50	%		05/01/20		157		167,990
Taminco Global Chemical Corp.(h)		9.75	%		03/31/20		226		255,380
									6,197,308
Containers & Glass Products–0.63%
Ardagh Glass Finance (Ireland)(h)		7.00	%		11/15/20		858		836,550
Reynolds Group Holdings Inc.		7.88	%		08/15/19		1,854		2,048,670
Reynolds Group Holdings Inc.		9.88	%		08/15/19		1,879		2,005,832
Reynolds Group Holdings Inc.		5.75	%		10/15/20		8,318		8,276,410
									13,167,462

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

22                         Invesco Floating Rate Fund

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Food Products–0.02%
Chiquita Brands LLC(h)		7.88	%		02/01/21	$	422	$	444,155
Forest Products–0.08%
Verso Paper Holdings LLC		11.75	%		01/15/19		1,626		1,670,715
Healthcare–0.40%
Accellent Inc.		8.38	%		02/01/17		2,878		2,985,925
Biomet, Inc.		6.50	%		08/01/20		469		483,070
Community Health Systems, Inc.		5.13	%		08/15/18		940		965,850
DJO Finance LLC		8.75	%		03/15/18		1,386		1,507,275
Kindred Healthcare, Inc.		8.25	%		06/01/19		542		571,810
Kinetic Concepts, Inc.		10.50	%		11/01/18		1,764		1,947,015
									8,460,945
Lodging & Casinos–0.05%
Harrah’s Operating Company, Inc.		8.50	%		02/15/20		360		340,200
Harrah’s Operating Company, Inc.		9.00	%		02/15/20		791		763,315
									1,103,515
Nonferrous Metals & Minerals–0.05%
TiZir Ltd. (United Kingdom)		9.00	%		09/28/17		1,000		1,028,750
Oil & Gas–0.25%
NGPL PipeCo LLC(h)		9.63	%		06/01/19		472		486,927
Pacific Drilling S.A. (Luxembourg)(h)		5.38	%		06/01/20		2,798		2,702,698
Tervita Corp. (Canada)(h)		8.00	%		11/15/18		1,949		1,953,872
Western Refining, Inc.		6.25	%		04/01/21		190		188,100
									5,331,597
Publishing–0.05%
Merrill Communications, LLC		10.00	%		03/08/23		1,010		964,927
Radio & Television–0.28%
Univision Communications Inc.(h)		6.88	%		05/15/19		1,000		1,057,500
Univision Communications Inc.(h)		6.75	%		09/15/22		4,645		4,854,025
									5,911,525
Retailers (except Food & Drug)–0.06%
Claire’s Stores Inc.(h)		9.00	%		03/15/19		1,202		1,334,220
Telecommunications–0.40%
Goodman Networks Inc.(h)		12.13	%		07/01/18		2,154		2,304,780
Goodman Networks Inc.(h)		13.13	%		07/01/18		2,600		2,769,000
Wind Telecomunicazioni S.p.A. (Italy)(h)		6.50	%		04/30/20		256		257,280
Wind Telecomunicazioni S.p.A. (Italy)(h)		7.25	%		02/15/18		1,612		1,660,360
Windstream Corp.		7.50	%		06/01/22		1,484		1,476,580
Windstream Corp.		6.38	%		08/01/23		17		15,470
									8,483,470
Utilities–0.27%
Calpine Corp.(h)		7.88	%		01/15/23		—		277
Calpine Corp.(h)		7.50	%		02/15/21		3,185		3,383,738
NRG Energy Inc.		7.63	%		05/15/19		1,366		1,458,205
NRG Energy Inc.		6.63	%		03/15/23		880		877,800
									5,720,020
Total Bonds and Notes									73,482,172

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

23                         Invesco Floating Rate Fund

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Structured Products–2.29%
Apidos Cinco CDO (Cayman Islands)(h)(i)		4.51	%		05/14/20	$	345	$	320,357
Apidos CLO II (Cayman Islands)(h)(i)		5.01	%		12/21/18		919		881,565
Apidos CLO IX (Cayman Islands)(h)(i)		6.77	%		07/15/23		3,083		3,066,443
Apidos CLO X (Cayman Islands)(h)(i)		6.52	%		10/30/22		1,367		1,336,338
Apidos CLO X (Cayman Islands)(i)		6.52	%		10/30/22		1,750		1,710,748
Apidos CLO XI(h)(i)		5.52	%		01/17/23		2,070		1,938,246
Apidos Quattro CDO (Cayman Islands)(h)(i)		3.87	%		01/20/19		408		372,528
Ares XI CLO, Ltd.(h)(i)		3.27	%		10/11/21		724		687,803
Atrium IV CDO Corp(h)		9.18	%		06/08/19		205		208,040
Atrium X CDO(h)(i)		4.78	%		07/16/25		3,742		3,333,354
Babson CLO Ltd.(i)		3.52	%		01/18/21		1,034		924,010
Carlyle Global Market Strategies (Cayman Islands)(i)		6.14	%		10/14/24		2,258		2,168,357
Columbus Nova CLO Ltd.(h)(i)		3.86	%		05/16/19		429		382,899
Columbus Nova CLO Ltd.(h)(i)		3.86	%		05/16/19		1,093		975,544
Flagship CLO VI(h)(i)		5.02	%		06/10/21		3,254		3,057,438
Flagship CLO VI(h)(i)		5.02	%		06/10/21		987		927,152
Four Corners CLO II, Ltd.(h)(i)		2.11	%		01/26/20		310		288,576
Four Corners CLO II, Ltd.(h)(i)		2.11	%		01/26/20		103		95,882
Gramercy Park CLO(h)(i)		5.78	%		07/17/23		1,336		1,275,157
Halcyon Loan Investors CLO II, Ltd. (Cayman Islands)(h)(i)		3.86	%		04/24/21		917		818,220
ING IM CLO 2012-3, Ltd.(h)(i)		6.13	%		10/15/22		1,243		1,221,751
ING IM CLO 2012-4, Ltd.(h)(i)		6.03	%		10/15/23		1,861		1,818,492
ING IM CLO 2013-1(h)(i)		6.04	%		04/15/24		4,808		4,491,208
ING Investment Management CLO III, Ltd.(h)(i)		3.77	%		12/13/20		1,188		1,068,711
ING Investment Management CLO IV, Ltd. (Cayman Islands)(h)(i)		4.51	%		06/14/22		293		269,020
KKR Financial CLO 2012-1(h)(i)		5.77	%		12/15/24		2,100		1,979,474
KKR Financial CLO 2013-1(i)		4.75	%		07/15/25		2,461		2,217,107
Madison Park Funding IV Ltd.(h)(i)		3.87	%		03/22/21		1,344		1,243,399
Octagon Investment Partners XVII Ltd. (Cayman Islands)		4.87	%		10/25/25		980		880,152
Pacifica CDO VI, Ltd.(h)(i)		4.01	%		08/15/21		565		502,309
Sierra CLO II Ltd.(i)		3.77	%		01/22/21		733		629,287
Silverado CLO 2006-II Ltd.(h)(i)		4.02	%		10/16/20		886		794,610
Slater Mill Loan Fund, LP(h)(i)		5.76	%		08/17/22		1,108		1,058,009
Symphony CLO IX, Ltd.(h)(i)		5.27	%		04/16/22		1,901		1,766,424
Symphony CLO VIII, Ltd.(h)(i)		6.02	%		01/09/23		1,035		1,002,262
Symphony CLO XI(h)(i)		5.52	%		01/17/25		2,640		2,471,977
Total Structured Products									48,182,849
						Shares
Common Stocks & Other Equity Interests–0.36%
Aerospace & Defense–0.00%
ACTS Aero Technical Support & Services, Inc.(h)(j)							122,977		1,230
Automotive–0.01%
Dayco Products, LLC(h)(j)							856		33,598
Dayco Products, LLC(h)(j)							3,261		127,994
									161,592
Building & Development–0.12%
Lake at Las Vegas Joint Venture, LLC, Class A (Acquired 04/28/10-07/15/10; Cost $664,569)(h)(j)							518		0
Lake at Las Vegas Joint Venture, LLC, Class B (Acquired 06/30/10; Cost $3,408,940)(h)(j)							4		0

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

24                         Invesco Floating Rate Fund

	Shares		Value
Building & Development–(continued)
Lake at Las Vegas Joint Venture, LLC, Class C, Wts. expiring 07/15/15, (Acquired 06/30/10; Cost $0)(h)(j)		17	$	0
Lake at Las Vegas Joint Venture, LLC, Class D, Wts. expiring 07/15/15, (Acquired 06/30/10; Cost $0)(h)(j)		24		0
Lake at Las Vegas Joint Venture, LLC, Class E, Wts. expiring 07/15/15, (Acquired 06/30/10; Cost $0)(h)(j)		27		0
Lake at Las Vegas Joint Venture, LLC, Class F, Wts. expiring 07/15/15, (Acquired 06/30/10; Cost $0)(h)(j)		30		0
Lake at Las Vegas Joint Venture, LLC, Class G, Wts. expiring 07/15/15, (Acquired 06/30/10; Cost $0)(h)(j)		34		0
Stile Acquisition Corp. (Canada)(h)(j)		53,093		2,601,557
United Subcontractors, Inc.(h)(j)		4,840		4,840
				2,606,397
Cable & Satellite Television–0.14%
Ion Media Networks, Inc.(h)(j)		4,471		2,816,730
Chemicals & Plastics–0.01%
Metokote Corp., Wts. expiring 11/22/23 (Acquired 12/05/11; Cost $0)(h)(j)		61		106,598
Financial Intermediaries–0.00%
Bankruptcy Management Solutions, Inc. (Acquired 06/27/13; Cost $15,075)(h)(k)		335		15,079
Bankruptcy Management Solutions, Inc., Class A, Wts. expiring 06/27/18, (Acquired 06/27/13; Cost $0)(h)(k)		19		0
Bankruptcy Management Solutions, Inc., Class B, Wts. expiring 06/27/18, (Acquired 06/27/13; Cost $0)(h)(k)		21		0
Bankruptcy Management Solutions, Inc., Class C, Wts. expiring 06/27/18, (Acquired 06/27/13; Cost $0)(h)(k)		31		0
				15,079
Forest Products–0.00%
Xerium Technologies, Inc.(j)		1,766		19,073
Leisure Goods, Activities & Movies–0.00%
AMF Bowling Centers, Inc.(j)		1,665		8,130
Lodging & Casinos–0.02%
Twin River Worldwide Holdings, Inc., Class A(h)(j)		18,663		443,246
Publishing–0.04%
Endurance Business Media, Inc., Class A(h)(j)		124		0
F&W Publications, Inc.(h)(k)		288		36
F&W Publications, Inc., Wts. expiring 12/09/17(h)(k)		559		70
Merrill Communications LLC, Class A(j)		133,776		300,996
Tribune Co., Class A(k)		9,050		539,380
				840,482
Surface Transport–0.00%
U.S. Shipping Corp. (Acquired 09/28/07-09/30/09; Cost $87,805)(h)(j)		87,805		43,929
U.S. Shipping Corp. (Acquired 09/07/28,09/30/09; Cost $0)(h)(j)		6,189		0
				43,929
Telecommunications–0.02%
FairPoint Communications, Inc.(j)		44,928		419,628
Utilities–0.00%
Bicent Power, LLC-Series A, Wts. expiring 08/21/22, (Acquired 08/21/12; Cost $0)(h)(j)		101		0
Bicent Power, LLC-Series B, Wts. expiring 08/21/22, (Acquired 08/21/12; Cost $0)(h)(j)		164		0
				0
Total Common Stocks & Other Equity Interests				7,482,114

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

25                         Invesco Floating Rate Fund

	Shares		Value
Preferred Stock–0.00%
Building & Development–0.00%
United Subcontractors, Inc.(k)		5	$	42,596
Money Market Funds–10.54%
Liquid Assets Portfolio–Institutional Class(l)		110,798,271		110,798,271
Premier Portfolio–Institutional Class(l)		110,798,271		110,798,271
Total Money Market Funds				221,596,542
TOTAL INVESTMENTS–107.48% (Cost $2,263,846,252)				2,260,475,505
OTHER ASSETS LESS LIABILITIES–(7.48)%				(157,261,079	)
NET ASSETS–100.00%			$	2,103,214,426

Investment Abbreviations:

CDO	– Collateralized Debt Obligation
CLO	– Collateralized Loan Obligation
LOC	– Letter of Credit
PIK	– Payment in Kind
Wts.	– Warrants

Notes to Schedule of Investments:

^(a)  Variable rate senior loan interests are, at present, not readily marketable, not registered under the Securities Act of 1933, as amended (the “1933 Act”) and may be subject to contractual and legal restrictions on sale. 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.

^(b)  Variable rate senior loan interests often require prepayments from excess cash flow or permit the borrower to repay at its election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with 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 an expected average life of three to five years.

^(c)  Defaulted security. Currently, the issuer is in default with respect to principal and interest payments. The aggregate value of these securities at August 31, 2013 was $305,316, which represented less than 1% of the Fund’s Net Assets.

^(d)  The borrower has filed for protection in federal bankruptcy court.

^(e)  All or a portion of this security is Payment-in-Kind.

^(f)  This floating rate interest will settle after August 31, 2013, at which time the interest rate will be determined.

^(g)  All or a portion of this holding is subject to unfunded loan commitments. Interest rate will be determined at the time of funding. See Note 1M and Note 7.

^(h)  Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”). The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at August 31, 2013 was $84,069,879, which represented 4.00% of the Fund’s Net Assets.

⁽ⁱ⁾  Interest or dividend rate is redetermined periodically. Rate shown is the rate in effect on August 31, 2013.

^(j)  Non-income producing securities acquired through the restructuring of senior loans.

^(k)  Non-income producing security acquired as part of a bankruptcy restructuring.

^(l)  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.

26                         Invesco Floating Rate Fund

Statement of Assets and Liabilities

August 31, 2013

Assets:
Investments, at value (Cost $2,042,249,710)	$	2,038,878,963
Investments in affiliated money market funds, at value and cost		221,596,542
Total investments, at value (Cost $2,263,846,252)		2,260,475,505
Cash		9,210,721
Receivable for:
Investments sold		43,335,575
Interest and fees		9,627,685
Fund shares sold		26,083,567
Investments matured		6,650
Investment for trustee deferred compensation and retirement plans		42,348
Other assets		208,677
Total assets		2,348,990,728
Liabilities:
Payable for:
Investments purchased		239,447,186
Income distributions		978,372
Fund shares repurchased		4,008,796
Accrued fees to affiliates		862,206
Accrued trustees’ and officers’ fees and benefits		6,173
Accrued other operating expenses		343,426
Trustee deferred compensation and retirement plans		130,143
Total liabilities		245,776,302
Net assets applicable to shares outstanding	$	2,103,214,426
Net assets consist of:
Shares of beneficial interest	$	2,114,503,301
Undistributed net investment income		(321,456	)
Undistributed net realized gain (loss)		(7,439,455	)
Net unrealized appreciation (depreciation)		(3,527,964	)
	$	2,103,214,426

Net Assets:
Class A	$	957,441,659
Class C	$	518,948,268
Class R	$	3,558,817
Class Y	$	550,973,711
Class R5	$	9,259,915
Class R6	$	63,032,056
Shares outstanding, $0.01 par value per share, with an unlimited number of shares authorized:
Class A		120,672,220
Class C		65,700,530
Class R		447,619
Class Y		69,560,475
Class R5		1,166,454
Class R6		7,942,788
Class A:
Net asset value per share	$	7.93
Maximum offering price per share
(Net asset value of $7.93¸ 97.50%)	$	8.13
Class C
Net asset value and offering price per share	$	7.90
Class R
Net asset value and offering price per share	$	7.95
Class Y
Net asset value and offering price per share	$	7.92
Class R5
Net asset value and offering price per share	$	7.94
Class R6
Net asset value and offering price per share	$	7.94

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

27                         Invesco Floating Rate Fund

Statement of Operations

For the year ended August 31, 2013

Investment income:
Interest	$	65,242,814
Dividends		1,145,376
Dividends from affiliated money market funds		112,485
Other income		5,473,556
Total investment income		71,974,231
Expenses:
Advisory fees		8,189,146
Administrative services fees		329,019
Custodian fees		602,154
Distribution fees:
Class A		1,565,144
Class C		2,542,936
Class R		12,120
Interest, facilities and maintenance fees		240,310
Transfer agent fees — A, C, R & Y		1,082,486
Transfer agent fees — R5		10,442
Transfer agent fees — R6		1,395
Trustees’ and officers’ fees and benefits		58,097
Other		525,585
Total expenses		15,158,834
Less: Fees waived and expense offset arrangement(s)		(167,318	)
Net expenses		14,991,516
Net investment income		56,982,715
Realized and unrealized gain:
Net realized gain from investment securities		14,606,234
Change in net unrealized appreciation of investment securities		3,528,753
Net realized and unrealized gain		18,134,987
Net increase in net assets resulting from operations	$	75,117,702

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

28                         Invesco Floating Rate Fund

Statement of Changes in Net Assets

For the years ended August 31, 2013 and 2012

	2013			2012
Operations:
Net investment income	$	56,982,715		$	40,368,760
Net realized gain		14,606,234			6,889,134
Change in net unrealized appreciation		3,528,753			39,591,498
Net increase in net assets resulting from operations		75,117,702			86,849,392
Distributions to shareholders from net investment income:
Class A		(27,865,428	)		(19,919,096	)
Class C		(13,389,847	)		(11,021,656	)
Class R		(102,164	)		(71,261	)
Class Y		(13,386,252	)		(6,619,187	)
Class R5		(770,560	)		(2,766,115	)
Class R6		(2,424,391	)		—
Total distributions to shareholders from net investment income		(57,938,642	)		(40,397,315	)
Share transactions–net:
Class A		500,918,627			(25,517,343	)
Class C		255,350,771			(23,017,848	)
Class R		1,748,631			204,697
Class Y		382,712,276			33,082,924
Class R5		(49,516,697	)		6,259,440
Class R6		62,452,814			—
Net increase (decrease) in net assets resulting from share transactions		1,153,666,422			(8,988,130	)
Net increase in net assets		1,170,845,482			37,463,947
Net assets:
Beginning of year		932,368,944			894,904,997
End of year (includes undistributed net investment income of $(321,456) and $352,951, respectively)	$	2,103,214,426		$	932,368,944

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

29                         Invesco Floating Rate Fund

Statement of Cash Flows

For the year ended August 31, 2013

Cash provided by (used in) operating activities:
Net increase in net assets resulting from operations	$	75,117,702
Adjustments to reconcile net increase in net assets to net cash provided by (used in) operating activities:
Purchases of investments		(2,153,716,155	)
Proceeds from sales of investments		1,212,736,287
Amortization of loan fees		938,739
Increase in receivables and other assets		(4,243,081	)
Accretion of discounts on investment securities		(5,596,860	)
Increase in accrued expenses and other payables		667,703
Net realized gain from investment securities		(14,606,234	)
Net change in unrealized appreciation on investment securities		(3,528,753	)
Net cash provided by (used in) operating activities		(892,230,652	)
Cash provided by financing activities:
Dividends paid to shareholders		(14,564,292	)
Decrease in payable for amount due custodian		(777,324	)
Proceeds from shares of beneficial interest sold		1,576,141,987
Disbursements from shares of beneficial interest reacquired		(484,662,092	)
Net cash provided by financing activities		1,076,138,279
Net increase in cash and cash equivalents		183,907,627
Cash and cash equivalents at beginning of period		46,899,636
Cash and cash equivalents at end of period	$	230,807,263
Non-cash financing activities:
Value of shares of beneficial interest issued in reinvestment of dividends paid to shareholders	$	43,000,737
Supplemental disclosure of cash flow information:
Cash paid during the period for interest, facilities and maintenance fees	$	341,621

Notes to Financial Statements

August 31, 2013

NOTE 1—Significant Accounting Policies

Invesco Floating Rate Fund (the “Fund”) is a series portfolio of AIM Counselor Series Trust (Invesco 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 twelve 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 total return, comprised of current income and capital appreciation.

The Fund currently consists of six different classes of shares: Class A, Class C, Class R, Class Y, Class R5 and Class R6. On September 24, 2012, Institutional Class shares were renamed Class R5 shares and the Fund began offering Class R6 shares. 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, Class R5 and Class R6 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 — Variable rate senior loan interests 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 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.

30                         Invesco Floating Rate Fund

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 (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

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) prices 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 the Adviser determines 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’ prices 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 economic 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 became 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 the settlement date. Facility fees received may be amortized over the life of the loan. 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 net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s 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.

31                         Invesco Floating Rate Fund

D. Distributions — Distributions from income are declared daily and paid monthly. Distributions from net realized capital gain, if any, are generally declared and paid annually and recorded on the 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 of 1986, as amended (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 Class R5 and Class R6 are allocated to each share class based on relative net assets. Sub-accounting fees attributable to Class R5 are charged to the operations of the 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. Interest, Facilities and Maintenance Fees — Interest, Facilities and Maintenance Fees include interest and related borrowing costs such as commitment fees and other expenses associated with lines of credit and interest and administrative expenses related to establishing and maintaining floating rate note obligations, if any.

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 the 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. Bank Loan Risk Disclosures — Although the resale, or secondary market for floating rate loans has grown substantially over the past decade, both in overall size and number of market participants, there is no organized exchange or board of trade on which floating rate loans are traded. Instead, the secondary market for floating rate loans is a private, unregulated interdealer or interbank resale market. Such a market may therefore be subject to irregular trading activity, wide bid/ask spreads, and extended trade settlement periods. Similar to other asset classes, bank loan funds may be exposed to counterparty credit risk, or the risk than an entity with which the Fund has unsettled or open transactions may fail to or be unable to perform on its commitments. The Fund manages counterparty credit risk by entering into transactions only with counterparties that they believe have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties.

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.

32                         Invesco Floating Rate Fund

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 Daily 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 Canada 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(s) 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 June 30, 2014, 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 and/or reimbursement (excluding certain items discussed below) of Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares to 1.50%, 2.00%, 1.75%, 1.25%, 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 fund operating expenses after fee waiver and/or reimbursement to exceed the numbers reflected above: (1) interest, facilities and maintenance fees; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; 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, 2014. 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, 2014, 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, 2013, the Adviser waived advisory fees of $166,666.

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, 2013, expenses incurred under the agreement 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. For the year ended August 31, 2013, 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, Class R5and Class R6 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, 2013, 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, 2013, IDI advised the Fund that IDI retained $454,497 in front-end sales commissions from the sale of Class A shares and $49,406 and $34,955 from Class A and Class C shares, respectively, for CDSC imposed upon redemptions by shareholders.

Certain officers and trustees of the Trust are officers and directors of the Adviser, 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

33                         Invesco Floating Rate Fund

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, 2013. 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	$	225,184,345	$	3,728,709	$	208,198	$	229,121,252
Variable Rate Senior Loan Interests		—		1,851,818,947		57,870,285		1,909,689,232
Bonds and Notes		—		73,482,172		—		73,482,172
Structured Products		—		48,182,849		—		48,182,849
Total Investments	$	225,184,345	$	1,977,212,677	$	58,078,483	$	2,260,475,505

A reconciliation of Level 3 investments is presented when the Fund had a significant amount of Level 3 investments at the beginning and/or end of the reporting period in relation to net assets.

The following is a reconciliation of the fair valuations using significant unobservable inputs (Level 3) during the year ended August 31, 2013:

	Beginning Balance, as of August 31, 2012		Purchases		Sales			Accrued discounts/ premiums		Net realized gain		Net change in unrealized appreciation		Transfers into Level 3		Transfers out of Level 3		Ending Balance, as of August 31, 2013
Variable Rate Senior Loan Interests	$	—	$	48,433,729	$	(4,228,759	)	$	62,752	$	23,027	$	577,056	$	13,002,480	$	—	$	57,870,285
Equity		102,506		15,075		—			—		—		89,382		1,235		—		208,198
Total	$	102,506	$	48,448,804	$	(4,228,759	)	$	62,752	$	23,027	$	666,438	$	13,003,715	$	—	$	58,078,483

The Variable Rate Senior Loan Interests determined to be level 3 at the end of the reporting period were valued utilizing quotes from a third-party vendor pricing service. Investments in Variable Rate Senior Loan Interests were transferred from Level 2 to Level 3 due to third-party vendor quotations utilizing single market quotes and was assumed to have occurred at the end of the reporting period. A significant change in third-party pricing information could result in a significantly lower or higher value in Level 3 investments.

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, 2013, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $652.

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—Borrowings

Effective July 24, 2013, the Board of Trustees of the Fund approved a revolving line of credit agreement with SSB in which the Fund may borrow up to the lesser of (1) $300,000,000 or (2) the limits set by its prospectus for borrowings. This agreement has been renewed and will expire on July 24, 2014. Prior to July 24, 2013, the revolving line of credit was $150,000,000.

Additionally, 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. Such balances, if any at period end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. 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.

34                         Invesco Floating Rate Fund

NOTE 7—Unfunded Loan Commitments

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

At the year ended August 31, 2013, the following sets forth the selling participants with respect to interest in Senior Loans purchased by the Fund on a participation basis.

Selling Participant	Principal Amount		Value
Goldman Sachs Lending Partners LLC	$	1,572,681	$	1,478,320

As of August 31, 2013, the Fund had unfunded loan commitments, which could be extended at the option of the borrower, pursuant to the following loan agreements with the following borrowers:

Borrower		Principal Amount		Value
David’s Bridal, Inc.	Revolver Loan	$	1,572,681	$	1,478,320
Delta Air Lines, Inc.	Revolver Loan		7,785,030		7,395,779
Lake at Las Vegas Joint Venture, LLC	Revolver Loan		10,794		4,524
Media General, Inc.	Term Loan		4,758,668		4,776,466
Reynolds Group Holdings, Inc.	Revolver Loan		3,986,510		3,982,165
West Corp.	Revolver Loan		1,747,822		1,642,952
		$	19,861,505	$	19,280,206

NOTE 8—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Years Ended August 31, 2013 and 2012:

	2013		2012
Ordinary income	$	57,938,642	$	40,397,315

Tax Components of Net Assets at Period-End:

	2013
Undistributed ordinary income	$	740,864
Net unrealized appreciation (depreciation) — investments		(5,708,604	)
Net unrealized appreciation (depreciation) — investments matured		(157,217	)
Temporary book/tax differences		(124,364	)
Capital loss carryforward		(6,039,554	)
Shares of beneficial interest		2,114,503,301
Total net assets	$	2,103,214,426

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, book to tax accretion and amortization differences.

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 Regulated Investment Company Modernization Act of 2010 eliminated the eight-year carryover period for capital losses that arise in taxable years beginning after its enactment date of December 22, 2010. Consequently, these capital losses can be carried forward for an unlimited period. However, capital losses with an expiration period may not be used to offset capital gains until all net capital losses without an expiration date have been utilized. Additionally, post-enactment capital loss carryovers will retain their character as either short-term or long-term capital losses instead of as short-term capital losses as under prior law. 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.

35                         Invesco Floating Rate Fund

The Fund utilized $13,715,292 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, 2013, which expires as follows:

Capital Loss Carryforward*
Expiration	Short-Term		Long-Term		Total
August 31, 2017	$	6,039,554	$	—	$	6,039,554

* 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, 2013 was $2,346,963,715 and $1,241,340,398, 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	$	17,045,761
Aggregate unrealized (depreciation) of investment securities		(22,754,365	)
Net unrealized appreciation (depreciation) of investment securities	$	(5,708,604	)
Cost of investments for tax purposes is $2,266,184,109.

NOTE 10—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of the sale of bonds with amortization, on August 31, 2013, undistributed net investment income was increased by $281,520 and undistributed net realized gain (loss) was decreased by $281,520. This reclassification had no effect on the net assets of the Fund.

NOTE 11—Share Information

	Summary of Share Activity
	Years ended August 31,
	2013(a)						2012
	Shares			Amount			Shares			Amount
Sold:
Class A		85,809,233		$	681,689,852			22,275,912		$	170,426,665
Class C		39,732,283			314,470,469			5,871,052			44,618,527
Class R		282,129			2,247,568			86,374			660,015
Class Y		65,890,315			522,776,943			12,131,084			92,783,961
Class R5		1,652,090			13,075,361			1,687,281			12,812,506
Class R6(b)		7,948,789			62,499,889			—			—
Issued as reinvestment of dividends:
Class A		2,577,561			20,453,288			1,902,814			14,507,416
Class C		1,263,362			9,972,285			1,032,010			7,833,248
Class R		12,477			99,053			8,616			65,877
Class Y		1,196,684			9,480,543			509,053			3,887,695
Class R5		72,079			571,177			357,609			2,728,198
Class R6		305,796			2,424,391			—			—
Reacquired:(c)
Class A		(25,392,869	)		(201,224,513	)		(27,781,004	)		(210,451,424	)
Class C		(8,754,185	)		(69,091,983	)		(10,015,718	)		(75,469,623	)
Class R		(75,449	)		(597,990	)		(68,852	)		(521,195	)
Class Y		(18,876,729	)		(149,545,210	)		(8,435,063	)		(63,588,732	)
Class R5		(8,025,950	)		(63,163,235	)		(1,232,413	)		(9,281,264	)
Class R6		(311,797	)		(2,471,466	)		—			—
Net increase (decrease) in share activity		145,305,819		$	1,153,666,422			(1,671,245	)	$	(8,988,130	)

^(a)  There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 69% 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 Fund 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 September 24, 2012.

^(c)  Net of redemption fees of $21,733 allocated among the classes based on relative net assets of each class for the year ended August 31, 2012.

36                         Invesco Floating Rate Fund

NOTE 12—Financial Highlights

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

	Net asset value, beginning of period		Net investment income(a)		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends from net investment income			Net asset value, end of period(b)		Total return(c)			Net assets, end of period (000’s omitted)		Ratio of expenses to average net assets with fee waivers and/or expenses absorbed			Ratio of expenses to average net assets without fee waivers and/or expenses absorbed			Ratio of net investment income to average net assets			Portfolio turnover(d)
Class A
Year ended 08/31/13	$	7.77	$	0.35	$	0.17		$	0.52		$	(0.36	)	$	7.93		6.83	%	$	957,442		1.08	%(e)(f)		1.09	%(e)(f)		4.36	%(e)		97	%
Year ended 08/31/12		7.36		0.37		0.41			0.78			(0.37	)		7.77		10.75			448,142		1.11	(f)		1.11	(f)		4.80			82
Year ended 08/31/11		7.47		0.35		(0.11	)		0.24			(0.35	)		7.36		3.07			450,750		0.99	(f)		1.00	(f)		4.53			152
Year ended 08/31/10		7.09		0.40		0.39	(g)		0.79			(0.41	)		7.47		11.28	(g)		359,476		1.12	(f)		1.14	(f)		5.34			106
Year ended 08/31/09		7.99		0.41		(0.89	)		(0.48	)		(0.42	)		7.09		(4.97	)		218,448		1.24	(f)		1.25	(f)		6.50			52
Class C
Year ended 08/31/13		7.73		0.31		0.18			0.49			(0.32	)		7.90		6.45			518,948		1.58	(e)(f)		1.59	(e)(f)		3.86	(e)		97
Year ended 08/31/12		7.32		0.33		0.41			0.74			(0.33	)		7.73		10.24			258,800		1.61	(f)		1.61	(f)		4.30			82
Year ended 08/31/11		7.44		0.31		(0.12	)		0.19			(0.31	)		7.32		2.41			267,796		1.49	(f)		1.50	(f)		4.03			152
Year ended 08/31/10		7.06		0.36		0.39	(g)		0.75			(0.37	)		7.44		10.75	(g)		189,966		1.62	(f)		1.64	(f)		4.84			106
Year ended 08/31/09		7.97		0.38		(0.90	)		(0.52	)		(0.39	)		7.06		(5.61	)		103,975		1.74	(f)		1.75	(f)		6.00			52
Class R
Year ended 08/31/13		7.79		0.33		0.17			0.50			(0.34	)		7.95		6.57			3,559		1.33	(e)(f)		1.34	(e)(f)		4.11	(e)		97
Year ended 08/31/12		7.37		0.35		0.42			0.77			(0.35	)		7.79		10.61			1,779		1.36	(f)		1.36	(f)		4.55			82
Year ended 08/31/11		7.49		0.33		(0.12	)		0.21			(0.33	)		7.37		2.68			1,491		1.24	(f)		1.25	(f)		4.28			152
Year ended 08/31/10		7.10		0.39		0.39	(g)		0.78			(0.39	)		7.49		11.15	(g)		1,080		1.37	(f)		1.39	(f)		5.09			106
Year ended 08/31/09		8.00		0.40		(0.89	)		(0.49	)		(0.41	)		7.10		(5.19	)		427		1.49	(f)		1.50	(f)		6.25			52
Class Y
Year ended 08/31/13		7.76		0.37		0.17			0.54			(0.38	)		7.92		7.10			550,974		0.83	(e)(f)		0.84	(e)(f)		4.61	(e)		97
Year ended 08/31/12		7.34		0.38		0.42			0.80			(0.38	)		7.76		11.19			165,609		0.86	(f)		0.86	(f)		5.05			82
Year ended 08/31/11		7.46		0.37		(0.12	)		0.25			(0.37	)		7.34		3.19			125,900		0.74	(f)		0.75	(f)		4.78			152
Year ended 08/31/10		7.07		0.42		0.39	(g)		0.81			(0.42	)		7.46		11.72	(g)		93,479		0.87	(f)		0.89	(f)		5.59			106
Year ended 08/31/09(h)		7.29		0.41		(0.24	)		0.17			(0.39	)		7.07		3.48			20,176		1.00	(f)(i)		1.00	(f)(i)		6.74	(i)		52
Class R5
Year ended 08/31/13		7.77		0.37		0.18			0.55			(0.38	)		7.94		7.26			9,260		0.81	(e)(f)		0.82	(e)(f)		4.63	e)		97
Year ended 08/31/12		7.36		0.39		0.41			0.80			(0.39	)		7.77		11.13			58,039		0.77	(f)		0.77	(f)		5.14			82
Year ended 08/31/11		7.47		0.38		(0.12	)		0.26			(0.37	)		7.36		3.40			48,967		0.68	(f)		0.69	(f)		4.84			152
Year ended 08/31/10		7.09		0.42		0.39	(g)		0.81			(0.43	)		7.47		11.65	(g)		37,580		0.79	(f)		0.81	(f)		5.67			106
Year ended 08/31/09		7.99		0.44		(0.89	)		(0.45	)		(0.45	)		7.09		(4.62	)		38,720		0.88	(f)		0.89	(f)		6.86			52
Class R6
Year ended 08/31/13(h)		7.84		0.35		0.11			0.46			(0.36	)		7.94		6.01			63,032		0.76	(e)(f)(i)		0.77	(e)(f)(i)		4.68	(e)(i)		97

^(a)  Calculated using average shares outstanding.

^(b)  For the fiscal years ended August 31, 2012 and prior, amounts include redemption fees added to shares of beneficial interest which were less than $0.005 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)  Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.

^(e)  Ratios are based on average daily net assets (000’s omitted) of $626,058, $339,058, $2,424, $290,403, $15,404 and $53,196 for Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.

^(f)  Ratio includes line of credit expense of 0.02%, 0.03%, 0.01%, 0.02% and 0.02% for the years ended August 31, 2013, August 31, 2012, August 31, 2011, August 31, 2010, and August 31, 2009, respectively.

^(g)  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 Class R5 shares, respectively, and total returns would have been lower.

^(h)  Commencement date of October 3, 2008 and September 24, 2012 for Class Y and Class R6, respectively.

⁽ⁱ⁾  Annualized.

37                         Invesco Floating Rate Fund

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, of changes in net assets, of cash flows and the financial highlights present fairly, in all material respects, the financial position of Invesco 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, 2013, 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 five years in 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 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, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

October 29, 2013

Houston, Texas

38                         Invesco Floating Rate Fund

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, 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, 2013 through August 31, 2013.

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 or contingent deferred sales charges on redemptions, 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.

Class	Beginning Account Value (03/01/13)		ACTUAL				HYPOTHETICAL (5% annual return before expenses)				Annualized Expense Ratio
			Ending Account Value (08/31/13)1		Expenses Paid During Period2		Ending Account Value (08/31/13)		Expenses Paid During Period 2
A	$	1,000.00	$	1,021.40	$	5.45	$	1,019.81	$	5.45		1.07	%
C		1,000.00		1,018.80		7.99		1,017.29		7.98		1.57
R		1,000.00		1,020.10		6.72		1,018.55		6.72		1.32
Y		1,000.00		1,022.70		4.18		1,021.07		4.18		0.82
R5		1,000.00		1,022.70		4.28		1,020.97		4.28		0.84
R6		1,000.00		1,023.10		3.77		1,021.48		3.77		0.74

¹  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2013 through August 31, 2013, 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.

39                         Invesco Floating Rate Fund

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 Invesco Floating Rate Fund’s (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 Canada Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 17-19, 2013, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% 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, 2013. The Board determined that continuation of the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers under the agreements is fair and reasonable.

The Board’s Fund Evaluation Process

The Board’s Investments Committee has established three Sub-Committees, each of which is primarily responsible for overseeing the management of a number of the funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet throughout the year to review the performance of their assigned Invesco 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 Invesco Funds and other members of management to review the performance, investment objective(s), policies, strategies, limitations and investment risks 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 their assigned Invesco Funds. Each Sub-Committee recommends to the Investments Committee, which in turn recommends to the full Board, whether and on what terms 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 Invesco Advisers and Lipper Inc. (Lipper), an independent provider of investment company

data. The Trustees also receive an independent written evaluation from the Senior Officer. The Senior Officer’s evaluation 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 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. In addition to meetings with Invesco Advisers and fund counsel, the independent Trustees also discuss the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.

In evaluating the fairness and reasonableness of compensation under the Fund’s investment advisory agreement and sub-advisory contracts, the Board considered, among other things, the factors discussed below. The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation between the Trustees and Invesco Advisers as well as advisory fees previously approved by different predecessor boards. 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 Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee.

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 19, 2013, 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, including the Fund’s portfolio manager or managers, with whom the Sub-Committees met during the year. The Board’s review of the qualifications of Invesco Advisers to provide advisory services included the Board’s consideration of Invesco Advisers’ investment process oversight, independent credit analysis and investment risk management.

In determining whether to continue the Fund’s investment advisory agreement, the Board considered the benefits of reapproving an existing relationship and the greater uncertainty that may be associated with entering into a new relationship. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds such as various back office support functions, equity and fixed income trading operations, internal audit, distribution and legal and compliance. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory and consistent with the terms 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 noted that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Affiliated Sub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. 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. The Board concluded that the nature, extent and quality of the services provided by the Affiliated Sub-Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s sub-advisory contracts.

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 funds in the Lipper performance universe and against the Lipper Loan Participation Funds Index. The Board noted that performance of Class A shares of the Fund was in the second quintile of its performance universe for the one year period, the first

40                         Invesco Floating Rate Fund

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 performance of Class A shares of the Fund was above the performance of the Index for the one, three and five year periods. The Trustees also reviewed more recent Fund performance and this review did not change their conclusions.

C. Advisory and Sub-Advisory Fees

The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Lipper expense group at a common asset level. The Board noted that the contractual management fee rate for Class A shares of the Fund was below the median contractual management fee rate of funds in its expense group. The Board noted that the term “contractual management fee” may include both advisory and certain administrative services fees and that Invesco Advisers does not charge the Invesco Funds for the administrative services included in the term as defined by Lipper. The Board also reviewed the methodology used by Lipper in providing expense group information, which includes using each fund’s contractual management fee schedule (including any applicable breakpoints) as reported in the most recent prospectus or statement of additional information for each fund in the expense group.

The Board also compared the Fund’s effective advisory fee rate (the advisory fee rate after advisory fee waivers and before other expense limitations/waivers) to the effective advisory fee rates of other funds advised by Invesco Advisers and its affiliates with investment strategies comparable to those of the Fund. The Board noted that Invesco Advisers advises or sub-advises one closed-end fund and three off-shore funds with comparable investment strategies, two of which had higher effective advisory fee rates than 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. Invesco Advisers reviewed with the Board the significantly greater scope of services it provides to the Invesco Funds relative to certain other client accounts. These additional services include 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 for other client accounts. Invesco Advisers advised the Board that advance notice of redemptions is often provided to Invesco

Advisers by institutional clients. The Board did note that sub-advisory fee rates charged by the Affiliated Sub-Advisers to manage the Invesco Funds and to manage other client accounts tended to be more comparable, reflecting a more comparable scope of services. The Board concluded that the aggregate services provided to the Invesco Funds were sufficiently different from those provided to institutional clients, and the Board did not place significant weight on these fee comparisons.

The Board also considered the services provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the fees payable by Invesco Advisers to the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that Invesco Advisers retains overall responsibility for, and provides services to, sub-advised Invesco Funds, including oversight of the Affiliated Sub-Advisers as well as the additional services described herein other than day-to-day portfolio management. The Board also noted that the sub-advisory fees are not paid directly by the Fund, but rather, are payable by Invesco Advisers to the Affiliated Sub-Advisers.

Based upon the information and considerations described above, the Board concluded that the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers is 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 economies of scale through contractual breakpoints in the Fund’s advisory fee schedule and was assisted in this review by a report from the Senior Officer. 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 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 for the year ended December 31, 2012. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board considered the profitability of Invesco Advisers in managing the Fund and the Invesco Funds. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its subsidiaries provide to the Invesco Funds and the Fund. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund to be excessive given the nature, quality and extent of the services provided to the Invesco Funds. The Board received and accepted information from Invesco Advisers

demonstrating that 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.

F. Collateral Benefits to Invesco Advisers and its Affiliates

The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees received for their provision of transfer agency and distribution services to the Fund. The Board considered comparative information regarding fees charged for these services, including information provided by Lipper and other independent sources. The Board considered the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed 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; that the services are required for the operation of the Fund; that Invesco Advisers and its affiliates can provide services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and that the fees for such services are fair and reasonable in light of the usual and customary charges by others for services of the same nature and quality.

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. Invesco Advisers noted that the Fund does not execute brokerage transactions through “soft dollar” arrangements to any significant degree.

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 receives advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through varying periods the advisory fees payable by the Invesco Funds. The waiver is 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.

41                         Invesco Floating Rate Fund

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, 2013:

Federal and State Income Tax
Qualified Dividend Income*	1.96	%
Corporate Dividends Received Deduction*	1.95	%

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

42                         Invesco Floating Rate Fund

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 1000, 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.

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
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 Formerly: Chairman and Chief Executive Officer, 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)	117	None
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, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent); 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 Corporate Class Inc. (corporate mutual fund company) and Invesco Canada Fund Inc. (corporate mutual fund company); Director, Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); 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); Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, Chief Executive Officer and President, Van Kampen Exchange Corp. Formerly: Director and Chairman, Van Kampen Investor Services Inc.: Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); and Van Kampen Investments Inc.; Director and President, AIM GP Canada Inc. (general partner for limited partnerships); and Van Kampen Advisors, Inc.; Director and Chief Executive Officer, Invesco Trimark Dealer Inc. (registered broker dealer); 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.	117	None
Wayne W. 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 certain funds in the Fund Complex	130	Director of the Mutual Fund Directors Forum, a nonprofit membership organization for investment directors; Chairman and Director of the Abraham Lincoln Presidential Library Foundation; and Director of the Stevenson Center for Democracy

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 Invesco Fund Complex because he and his firm currently provide legal services as legal counsel to such Funds.

T-1                         Invesco Floating Rate Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Independent Trustees
Bruce L. Crockett — 1944 Trustee and Chair	2003	Chairman, Crockett Technologies Associates (technology consulting company) Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)	117	ACE Limited (insurance company); Investment Company Institute
David C. Arch — 1945 Trustee	2010	Chairman and Chief Executive Officer of Blistex Inc., (consumer health care products manufacturer) Formerly: Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago	130	Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan
Frank S. Bayley — 1939 Trustee	2003	Retired Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and General Partner and Of Counsel, law firm of Baker & McKenzie, LLP	117	Director and Chairman, C.D. Stimson Company (a real estate investment company); Trustee and Overseer, The Curtis Institute of Music
James T. Bunch — 1942 Trustee	2000	Managing Member, Grumman Hill Group LLC (family office private equity management) Formerly: Founder, Green, Manning & Bunch Ltd. (investment banking firm)(1988-2010); Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation	117	Chairman, Board of Governors, Western Golf Association; Chairman-elect, Evans Scholars Foundation; and Director, Denver Film Society
Rodney F. Dammeyer — 1940 Trustee	2010	Chairman of CAC, LLC, (private company offering capital investment and management advisory services) Formerly: Prior to 2001, Managing Partner at Equity Group Corporate Investments; Prior to 1995, Chief Executive Officer of Itel Corporation (formerly Anixter International); 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.; From 1987 to 2010, Director/Trustee of investment companies in the Van Kampen Funds complex	117	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.
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)	117	Director of Nature’s Sunshine Products, Inc.
Jack M. Fields — 1952 Trustee	2003	Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); Owner and Chief Executive Officer, Dos Angeles Ranch, L.P. (cattle, hunting, corporate entertainment); and Discovery Global Education Fund (non-profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives	117	Insperity, Inc. (formerly known as Administaff)
Prema Mathai-Davis — 1950 Trustee	2003	Retired Formerly: Chief Executive Officer, YWCA of the U.S.A.	117	None
Larry Soll — 1942 Trustee	1997	Retired Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)	117	None
Hugo F. Sonnenschein — 1940 Trustee	2010	Distinguished Service Professor and President Emeritus of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago Formerly: President of the University of Chicago	130	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

T-2                         Invesco Floating Rate Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Independent Trustees—(continued)
Raymond Stickel, Jr. — 1944 Trustee	2005	Retired Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche	117	None
Other Officers
Russell C. Burk — 1958 Senior Vice President and Senior Officer	2005	Senior Vice President and Senior Officer, The 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.) 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, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, 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 and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Aim Advisers, Inc. and Van Kampen Investments 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
Karen Dunn Kelley — 1960 Vice President	2003	Head of Invesco’s World Wide Fixed Income and Cash Management Group; Director, Co-President, Co-Chief Executive Officer, and Co-Chairman, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Chairman, Invesco Senior Secured Management, Inc.; Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Invesco Mortgage Capital Inc., and Invesco Management Company Limited; Director and President, INVESCO Asset Management (Bermuda) Ltd., Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); and 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: Director, INVESCO Global Asset Management Limited and INVESCO Management S.A.; Senior Vice President, Van Kampen Investments Inc. and Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); 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

T-3                         Invesco Floating Rate Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Other Officers—(continued)
Sheri Morris — 1964 Vice President, Treasurer and Principal Financial Officer	2003	Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); and Vice President, 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: Vice President, Invesco Aim 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.; and Treasurer, 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	N/A	N/A
Crissie M. Wisdom — 1969 Anti-Money Laundering Compliance Officer	2013	Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser), Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.), Invesco Distributors, Inc., Invesco Investment Services, Inc., Invesco Management Group, Inc., Van Kampen Exchange Corp., The Invesco Funds, Invesco Funds (Chicago), and 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; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, 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.) 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; Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) and Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) Formerly: Chief Compliance Officer, Invesco Funds (Chicago); Senior Vice President, Van Kampen Investments Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment adviser), Invesco Global Asset Management (N.A.), Inc., Invesco Senior Secured Management, Inc. (registered investment adviser), Van Kampen Investor Services Inc., 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; and 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 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Investment Adviser Invesco Advisers, Inc. 1555 Peachtree Street, N.E. Atlanta, GA 30309	Distributor Invesco Distributors, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Auditors PricewaterhouseCoopers LLP 1201 Louisiana Street, Suite 2900 Houston, TX 77002-5678
Counsel to the Fund Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103-7018	Counsel to the Independent Trustees Goodwin Procter LLP 901 New York Avenue, N.W. Washington, D.C. 20001	Transfer Agent Invesco Investment Services, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Custodian State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110-2801

T-4                         Invesco Floating Rate Fund

Invesco mailing information

Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.

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 shown below.

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 most recent 12-month period ended June 30 is available at 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 US 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.

SEC file numbers: 811-09913 and 333-36074                    FLR-AR-1        Invesco Distributors, Inc.

	Annual Report to Shareholders	August 31, 2013
	Invesco Global Real Estate Income Fund
	Nasdaq: A: ASRAX ¡ B: SARBX ¡ C: ASRCX ¡ Y: ASRYX ¡ R5: ASRIX ¡ R6: ASRFX

Letters to Shareholders

Phillip Taylor Dear Shareholders: Enclosed in this annual report, you’ll find information about your Fund and the factors that affected its performance during the reporting period. Inside, you’ll also find a discussion from your portfolio managers about how they managed your Fund, as well as performance data for your Fund, a complete list of your Fund’s investments as of the close of the reporting period and other important information. I hope you find this report of interest. During the reporting period covered by this report, major US equity indexes made multiyear or even all-time highs.¹ Economic data were generally positive; housing and consumer spending data were particularly encouraging. Nonetheless, economic uncertainty and concern about continuing political and budget gridlock in Washington persisted. The US

Federal Reserve’s deliberate vagueness about when, and to what degree, it might begin to curtail its extraordinarily accommodative monetary policies – together with uncertainty about who will next lead the central bank – affected fixed income and equity markets alike. Most developed, non-US stock markets remained positive for the first half of 2013, despite a difficult second quarter.

Periods of market volatility and economic uncertainty can weaken the will of even the most resolute investor. That’s why Invesco believes it’s often helpful to work with a skilled and trusted financial adviser who can emphasize the importance of adhering to an investment plan designed to achieve long-term goals rather than being sidetracked by short-term uncertainty that can result in inaction. A financial adviser who is familiar with your individual financial situation, investment goals and risk tolerance can be an invaluable partner as you work toward your financial goals. He or she can provide insight and perspective when markets are volatile; encouragement and reassurance when times are uncertain; and advice and guidance when your financial situation or investment goals change.

Our website, invesco.com/us, is another source of timely insight and information for investors. On the website, you’ll find fund-specific as well as more general information from many of Invesco’s investment professionals. You’ll find in-depth articles, video clips and audio commentaries – and, of course, you also can access information about your Invesco account whenever it’s convenient for you.

What we mean by Intentional Investing

At Invesco, all of our people and all of our resources are dedicated to helping investors achieve their financial objectives. It’s a philosophy we call Intentional Investing, and it guides the way we:

n Manage investments – Our dedicated investment professionals search the world for the best opportunities, and each investment team follows a clear, disciplined process to build portfolios and mitigate risk.

n Provide choices – We offer multiple investment strategies, allowing you and your financial adviser to build a portfolio that’s purpose-built for your needs.

n Connect with you – We’re committed to giving you the expert insights you need to make informed investing decisions, and we are well-equipped to provide high-quality support for investors and advisers.

At Invesco, we believe in putting investors first. That’s why investment management is all we do. Our sole focus on managing your money allows you and your financial adviser to build a portfolio of Invesco funds appropriate for your investment needs and goals today and when your circumstances change.

Have questions?

For questions about your account, feel free to contact an Invesco client services representative at 800 959 4246. For Invesco-related questions or comments, please email me directly at phil@invesco.com.

All of us at Invesco look forward to serving your investment management needs for many years to come. Thank you for investing with us.

Sincerely,

Philip Taylor

Senior Managing Director, Invesco Ltd.

1   Source: Reuters

2                Invesco Global Real Estate Income Fund

Bruce Crockett Dear Fellow Shareholders: The Invesco Funds Board has worked on a variety of issues over the last several months, and I’d like to take this opportunity to discuss two that affect you and our fellow fund shareholders. The first issue on which your Board has been working is our annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This annual review, which is required by the Investment Company Act of 1940, focuses on the nature and quality of the services Invesco provides as adviser to the Invesco Funds and the reasonableness of the fees that it charges for those services. Each year, we spend months reviewing detailed information that we request from Invesco that allows us to evaluate its services and fees. We also use information from many independent sources, including materials provided by the independent Senior Officer of the Invesco Funds, who reports directly to the independent Trustees on the Board. Additionally, we meet with independent legal counsel and

review performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field.

I’m pleased to report that the Board determined in June that renewing the investment advisory agreement and the sub-advisory contracts with Invesco Advisers and its affiliates would serve the best interests of each fund and its shareholders.

The second area of focus to highlight is the Board’s efforts to ensure that we provide a lineup of funds that allow financial advisers to build portfolios that meet shareholders’ changing financial needs and goals. Today, more and more investors are reaching, or approaching, retirement. But interest rates remain low, making it difficult for many investors to generate the income they need, or will soon need, in their retirement years.

The members of your Board think about these things, too, and we’ve worked with Invesco Advisers to provide more income-generating options in the Invesco Funds lineup to help shareholders potentially meet their income needs. Your Board recently approved changes to three existing equity mutual funds, increasing their focus on generating income while also seeking to provide long-term growth of capital.

As a result of these changes, the funds and their respective management teams now have more flexibility to invest in the types of securities that could meet investors’ growing need for income generation, and in some cases, also help investors diversify their sources of income. These equity funds complement an array of fixed-income, asset allocation and alternative investment options in the Invesco Funds lineup designed to accommodate a variety of risk tolerances.

Be assured that your Board will continue working on behalf of fund shareholders, keeping your needs and interests uppermost in our minds.

As always, please contact me at bruce@brucecrockett.com with any questions or concerns you may have. On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.

Sincerely,

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

3                Invesco Global Real Estate Income Fund

Management’s Discussion of Fund Performance

Performance summary

After generating favorable performance for much of the reporting period, prices of publicly traded real estate securities retreated following a rise in interest rates during the fiscal year ended August 31, 2013. As a result, Fund performance at net asset value was flat for the fiscal year. Additionally, Fund performance lagged relative to both its style-specific benchmark and peer group, the FTSE EPRA/NAREIT Developed Real Estate Index–Gross Return and the Lipper Global Real Estate Funds Classification Average, respectively.

    Your Fund’s long-term performance appears later in this report.

Fund vs. Indexes

Total returns, 8/31/12 to 8/31/13, 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	0.43	%
Class B Shares	-0.23
Class C Shares	-0.34
Class Y Shares	0.68
Class R5 Shares	0.85
Class R6 Shares*	0.97
MSCI World Index ND‚ (Broad Market Index)	17.63
FTSE EPRA/NAREIT Developed Real Estate Index-Gross Returnn (Style-Specific Index)**	6.61
Custom Global Real Estate Income Index¿ (Former Style-Specific Index)**	1.98
Lipper Global Real Estate Funds Classification Averagep (Peer Group)	5.74

Source(s): ^‚ Invesco, MSCI via FactSet Research Systems Inc.; nInvesco, Bloomberg L.P.;

                 ^¿Invesco, Lipper Inc.; ^pLipper Inc.

* Share class incepted during the reporting period. See page 7 for detailed explanation of Fund

performance.

** During the reporting period, the Fund has elected to use the FTSE EPRA/NAREIT Developed Real Estate Index-Gross Return as its style-specific index rather than the Custom Global Real Estate Income index because the FTSE EPRA/NAREIT Developed Real Estate Index-Gross Return more closely reflects the performance of the types of securities in which the Fund invests.

How we invest

The Fund invests, under normal circumstances, at least 80% of its net assets (plus any borrowings for investment purposes) in securities of issuers principally engaged in the real estate industry and other real estate-related investments. Our goal is to create a global fund that will provide current income, with capital appreciation as a secondary objective. 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 yields.

n Favorable property market outlooks.

n Reasonable valuations relative to peer investment alternatives.

    We attempt to manage risk by allocating assets between property-related common stocks and fixed income securities, as well as diversifying by property types and geographic location, and limiting the size of any one holding.

    We will consider selling a holding when:

n Relative yields and/or valuations fall 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

In the fiscal year ended August 31, 2013, the global macroeconomic environment continued to show progress. However, regional or country-level exceptions clearly still existed, particularly in Europe and parts of developing Asia. The effects of measures and balance sheet repair in many developed economies resulted in below-long-term-average gross domestic product growth, while uncertainties surrounding long- and short-term management of debt burdens and government spending deficits continued. The world benefited from the willingness of financial authorities to undertake unprecedented amounts of market intervention. However, a true economic recovery may occur when such abnormal levels of stimulus have been removed. The path ahead will not be without challenges.

    As developed world economies have staged a recovery, growth among the world’s emerging economies weakened somewhat. However, the long-term health of emerging economies remained highly dependent on overall global trends in trade and consumption, and they continued to benefit from long-term urbanization trends.

    In most markets across the globe, supply of newly developed real estate was low for the past six years, and absolute levels of vacancies remained well below historical highs. The lack of new construction created more orderly real estate rental markets that offered better rental growth prospects when combined with trade, employment or consumption growth.

    Performance of the real estate asset class was affected by US Federal Reserve (the Fed) Chairman Ben Bernanke’s May 2013 disclosure that the Fed plans to

Portfolio Composition
By country
United States	58.8	%
Japan	7.6
United Kingdom	6.9
Australia	5.9
Canada	4.7
Singapore	3.9
France	2.4
Countries each less than 2.0% of portfolio	6.7
Money Market Funds Plus Other Assets Less Liabilities	3.1

Top 10 Equity Holdings*
1.  AvalonBay Communities, Inc.	2.5	%
2.  Essex Property Trust, Inc.	2.0
3.  Health Care REIT, Inc., Series I Pfd.	1.4
4.  Simon Property Group, Inc.	1.2
5.  Boston Properties, Inc.	1.2
6.  Unibail-Rodamco S.E.	1.2
7.  Land Securities Group PLC	1.1
8.  British Land Co. PLC	1.1
9.  Retail Opportunity Investments Corp.	1.1
10.  Stockland	1.1

Total Net Assets	$1.0 billion
Total Number of Holdings*	222

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 Global Real Estate Income Fund

begin reducing quantitative easing. (Quantitative easing is the purchase of US Treasuries and mortgage-backed securities to increase liquidity and ensure low long-term interest rates.) As a result, 10-year Treasury yields have increased over 100 basis points since the beginning of May 2013.1 (A basis point is one one-hundredth of a percentage point.) Real estate securities came under pressure as investors sought to sell assets associated with yield in the new rising-rate environment.

    On an absolute basis, each component of the capital structure, including real estate investment trust (REIT) common stock, REIT corporate debt and commercial mortgage-backed securities (CMBS), contributed to Fund performance during the fiscal year, with the exception of the Fund’s preferred securities. CMBS – mortgage-backed fixed income securities secured by the loan on commercial properties – contributed the most to Fund performance, followed by real estate common stock.

    Among individual equity REITs, lodging/resorts, healthcare and industrial REITs made the greatest contribution to Fund performance. Conversely, residential, retail and specialty REITs were laggards, producing losses for the Fund. From a country standpoint, the US, Japan and the UK were strong contributors, while Canada and South Africa were the largest detractors from performance.

    In light of increased interest rates and a shift in investor focus from yield to growth, we increased the Fund’s exposure to real estate common stock during the reporting period. We emphasized companies that we believed would be able to grow their underlying cash flows and increase their dividends. Additionally, we shortened the duration of the fixed income portion of the Fund, as we believed interest rates would continue to rise. For our preferred securities allocation, we remained focused on higher paying coupons with shorter dated call schedules, which we believed may be less volatile than those that have lower coupons and longer dated call schedules.

    The Fund has the flexibility to invest across equities and fixed income securities on a global basis, in an effort to take advantage of market dislocations driven by capital market influences rather than underlying commercial real estate fundamentals. We remain committed to owning quality real estate companies that we believe may benefit from relatively better sector trends. We continue to manage risk by holding a portfolio that is diversified by property type and geographic

location. We also continue to favor lower-leveraged companies with above-average levels of dividend coverage in the portfolio.

    We thank you for your continued investment in Invesco Global Real Estate Income Fund.

1   Source: US Department of the Treasury

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, if applicable, index disclosures later in this report.

	Joe Rodriguez Jr. Portfolio manager, is lead manager of Invesco Global Real Estate Income Fund. He joined Invesco in
1990. Mr. Rodriguez earned a BBA in economics and finance and an MBA in finance from Baylor University.

	Mark Blackburn Chartered Financial Analyst, portfolio manager, is manager of Invesco Global Real Estate Income Fund.
He joined Invesco in 1998. Mr. Blackburn earned a BS in accounting from Louisiana State University and an MBA from Southern Methodist University.

	James Cowen Portfolio manager, is manager of Invesco Global Real Estate Income Fund. He joined Invesco in 2001.
Mr. Cowen earned a Master of Town and Country Planning degree from the University of Manchester and a Master of Philosophy degree in land economy from Cambridge University.

	Paul Curbo Chartered Financial Analyst, portfolio manager, is manager of Invesco Global Real Estate Income Fund.
He joined Invesco in 1998. Mr. Curbo earned a BBA in finance from The University of Texas at Austin.

	Darin Turner Portfolio manager, is manager of Invesco Global Real Estate Income Fund. He joined Invesco in 2005.
Mr. Turner earned a BBA in finance from Baylor University, an MS in real estate from The University of Texas at Arlington and an MBA specializing in investments from Southern Methodist University.

	Ping Ying Wang Chartered Financial Analyst, portfolio manager, is manager of Invesco Global Real Estate Income Fund.
She joined Invesco in 1998. Ms. Wang earned a BS in international finance from the People’s University of China and a PhD in finance from The University of Texas at Dallas.

5                Invesco Global Real Estate Income Fund

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class(es)

Fund and index data from 8/31/03

Past performance cannot guarantee comparable future results.

During the reporting period, the Fund has elected to use FTSE EPRA/NAREIT Developed Real Estate Index-Gross Return as its style-specific index rather than the Custom Global Real Estate Income Index because the FTSE EPRA/ NAREIT Developed Real Estate Index-Gross Return more closely reflects the

performance of the types of securities in which the Fund invests. Because this is the first reporting period since we have adopted the new index, SEC guidelines require that we compare performance to both the old and new indexes.

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.

6                Invesco Global Real Estate Income Fund

Average Annual Total Returns
As of 8/31/13, including maximum applicable sales charges
Class A Shares
Inception (5/31/02)	8.65	%
10 Years	7.95
5 Years	3.78
1 Year	-5.07
Class B Shares
10 Years	7.62	%
5 Years	3.88
1 Year	-4.98
Class C Shares
10 Years	7.61	%
5 Years	4.18
1 Year	-1.29
Class Y Shares
10 Years	8.67	%
5 Years	5.16
1 Year	0.68
Class R5 Shares
10 Years	8.84	%
5 Years	5.45
1 Year	0.85
Class R6 Shares
10 Years	8.62	%
5 Years	5.08
1 Year	0.97

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 share 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 share performance reflects any applicable fee 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 share

Average Annual Total Returns
As of 6/30/13, the most recent calendar quarter end, including maximum applicable sales charges
Class A Shares
Inception (5/31/02)	9.15	%
10 Years	8.83
5 Years	4.38
1 Year	1.93
Class B Shares
10 Years	8.49	%
5 Years	4.49
1 Year	1.99
Class C Shares
10 Years	8.49	%
5 Years	4.82
1 Year	6.11
Class Y Shares
10 Years	9.55	%
5 Years	5.77
1 Year	8.09
Class R5 Shares
10 Years	9.71	%
5 Years	6.03
1 Year	8.14
Class R6 Shares
10 Years	9.49	%
5 Years	5.65
1 Year	8.27

performance reflects any applicable fee waivers or expense reimbursements.

    Class R5 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 share performance reflects any applicable fee waivers or expense reimbursements.

    Class R6 shares incepted on September 24, 2012. 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 share 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, Class R5 and Class R6 shares was 1.32%, 2.07%, 2.07%, 1.07%, 0.99% 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 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, Class R5 and Class R6 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.

    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.

7                Invesco Global Real Estate Income Fund

Invesco Global Real Estate Income Fund’s investment objective is current income and, secondarily, capital appreciation.

n Unless otherwise stated, information presented in this report is as of August 31, 2013, 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 Global 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 Class B shares may not be purchased for new or additional investments. 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 Class R5 shares and Class R6 shares are primarily intended for employer sponsored retirement and benefit plans that meet certain standards and for institutional investors. On September 24, 2012, Institutional Class shares were renamed Class R5 shares. Please see the prospectus for more information.

Principal risks of investing in the Fund

n Concentration risk. To the extent the Fund invests a greater amount in any one sector or industry, the Fund’s performance will depend to a greater extent on the overall condition of the sector or industry, and there is increased risk to the Fund if conditions adversely affect that sector or industry.

n Credit risk. 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 Currency/exchange rate risk. 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 Debt securities risk. The Fund may invest in debt securities that are affected by changing interest rates and changes in their effective maturities and credit quality.

n Developing/emerging markets securities risk. Securities issued by foreign companies and governments located in developing/emerging 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 Foreign securities risk. The Fund’s foreign investments may be affected by changes in a 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 High yield bond (junk bond) risk. 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. 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 Liquidity risk. 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 Management risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.

n Market risk. The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.

n Mortgage- and asset-backed securities risk. 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. An unexpectedly high rate of defaults on the mortgages held by a mortgage pool may adversely affect the value of mortgage-backed securities and could result in losses to the Fund. The risk of such defaults is generally higher in the case of mortgage pools that include subprime mortgages. Subprime mortgages refer to loans made to borrowers with weakened credit histories or with lower capacity to make timely payments on their mortgages.

n REIT risk/real estate risk. Investments in real estate-related instruments may be affected by economic, legal, cultural, environmental or technological factors that affect property values, rents or occupancies of real estate related to the Fund’s holdings. Real estate companies, including REITs or similar structures, tend to be small- and mid-cap companies, and their shares may be more volatile and less liquid. The value of investments in real estate-related companies may be affected by the quality of management, the ability to repay loans, the utilization of leverage and financial covenants related thereto, whether the company carries adequate insurance and environmental factors. If a real estate-related company defaults, the Fund may own real estate directly, which involves the following additional risks: environmental liabilities; difficulty in valuing and selling the real estate; and economic or regulatory changes.

n Short sales risk. Short sales may cause the Fund to repurchase a security at a

8                Invesco Global Real Estate Income Fund

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.

n Small- and mid-capitalization risk. Stocks of small and mid-sized companies tend to be more vulnerable to adverse developments in the above factors and may have little or no operating history or track record of success, and limited product lines, markets, management and financial resources. The securities of small and mid-sized companies may be more volatile due to less market interest and less publicly available information about the issuer. They also may be illiquid or restricted as to resale, or may trade less frequently and in smaller volumes, all of which may cause difficulty when establishing or closing a position at a desirable price.

n Synthetic securities risk. Fluctuations in the values of synthetic securities may not correlate perfectly with the instruments they are designed to replicate. Synthetic securities may be subject to interest rate changes, market price fluctuations, counterparty risk and liquidity risk.

About indexes used in this report

n The MSCI World Index ND is an unmanaged index considered representative of stocks of developed countries. The index is computed using the net return, which withholds applicable taxes for non-resident investors.

n The FTSE EPRA/NAREIT Developed Real Estate Index-Gross Return is an unmanaged index considered representative of global real estate companies and REITs. The index is computed using the gross return which does not withhold taxes for non-resident investors.

n The Custom Global Real Estate Income Index is created by Invesco to serve as a benchmark for Invesco Global Real Estate Income Fund, comprises the following indexes: FTSE

EPRA/NAREIT Developed Real Estate Index-Gross Return (50%) and Wachovia Hybrid and Preferred Securities REIT (50%).

n The Lipper Global Real Estate Funds Classification Average represents an average of all funds in the Lipper Global Real Estate Funds classification.

n The Wachovia Hybrid and Preferred Securities REIT Index is designed to track the performance of preferred securities issued in the US market by Real Estate Investment Trusts and is composed exclusively of preferred shares and depositary shares.

n The Fund is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index(es).

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	ASRAX
Class B Shares	SARBX
Class C Shares	ASRCX
Class Y Shares	ASRYX
Class R5 Shares	ASRIX
Class R6 Shares	ASRFX

9                Invesco Global Real Estate Income Fund

Schedule of Investments

August 31, 2013

	Shares		Value
Common Stocks & Other Equity Interests–57.62%
Australia–5.34%
CFS Retail Property Trust		2,499,503	$	4,477,250
Dexus Property Group		8,165,043		7,437,735
Federation Centres Ltd.		3,888,116		7,842,421
Goodman Group		1,784,769		7,300,887
GPT Group		1,108,313		3,485,194
Stockland		3,292,356		10,870,835
Westfield Group		821,433		8,063,995
Westfield Retail Trust		1,918,478		4,960,414
				54,438,731
Canada–4.64%
Allied Properties REIT		277,500		8,235,688
Artis REIT		455,800		5,863,562
Calloway REIT		201,100		4,648,994
Canadian Apartment Properties REIT		343,700		6,721,940
Canadian REIT		179,800		6,966,332
Chartwell Retirement Residences		326,200		2,982,347
Cominar REIT		283,800		5,025,036
Dundee REIT–Class A		163,500		4,532,612
H&R REIT		65,443		1,274,315
RioCan REIT		47,600		1,064,255
				47,315,081
China–0.57%
Shimao Property Holdings Ltd.		1,253,500		3,177,734
SOHO China Ltd.		3,071,000		2,603,786
				5,781,520
France–2.43%
Gecina S.A.		26,017		3,094,910
ICADE		37,435		3,254,782
Mercialys S.A.		331,068		6,388,076
Unibail-Rodamco S.E.		53,574		12,020,871
				24,758,639
Germany–0.69%
Alstria Office REIT–AG		100,000		1,181,510
Deutsche Euroshop AG		110,208		4,502,069
GSW Immobilien AG		32,313		1,407,766
				7,091,345
Hong Kong–1.73%
Fortune REIT		3,243,000		2,643,114
Kerry Properties Ltd.		827,500		3,337,421
Link REIT (The)		497,500		2,270,679
Sino Land Co. Ltd.		1,883,000		2,518,807
Wharf Holdings Ltd. (The)		843,000		6,900,675
				17,670,696

	Shares		Value
Japan–7.55%
Activia Properties, Inc.		922	$	6,334,686
Advance Residence Investment Corp.		2,164		4,389,674
Frontier Real Estate Investment Corp.		573		4,848,012
GLP J–REIT(a)		533		521,271
GLP J–REIT		5,578		5,455,257
Hulic Co., Ltd.		227,900		2,794,330
Industrial & Infrastructure Fund Investment Corp.(a)		46		404,516
Industrial & Infrastructure Fund Investment Corp.		898		7,896,853
Japan Prime Realty Investment Corp.		1,996		5,719,771
Japan Retail Fund Investment Corp.		2,952		5,431,247
Kenedix Realty Investment Corp.		1,316		4,953,437
Mitsui Fudosan Co., Ltd.		247,000		7,739,043
Nippon Accommodations Fund Inc.		235		1,533,299
Nippon Prologis REIT Inc.		451		3,943,073
Nomura Real Estate Office Fund, Inc.		1,290		5,516,590
Nomura Real Estate Residential Fund, Inc.		532		2,488,827
ORIX JREIT Inc.		1,841		1,943,506
Sumitomo Realty & Development Co., Ltd.		118,000		5,158,646
				77,072,038
New Zealand–0.22%
Precinct Properties New Zealand Ltd.		2,730,018		2,215,532
Singapore–3.90%
Ascendas REIT		3,273,000		5,522,605
Ascott Residence Trust		2,382,000		2,226,956
CapitaCommercial Trust		2,167,000		2,276,743
CapitaMall Trust		2,342,000		3,389,411
Frasers Centrepoint Trust		3,812,000		5,333,504
Global Logistic Properties Ltd.		1,628,000		3,432,362
Mapletree Commercial Trust		3,280,000		2,868,174
Mapletree Industrial Trust		2,007,000		2,007,996
Mapletree Logistics Trust		6,633,000		5,430,709
Starhill Global REIT		4,019,000		2,403,452
Suntec REIT		4,189,000		4,942,246
				39,834,158
South Africa–0.96%
Capital Property Fund		1,170,506		1,114,989
Fountainhead Property Trust		1,911,557		1,398,324
Growthpoint Properties Ltd.		1,441,541		3,330,376
Hyprop Investments Ltd.		278,329		1,922,292
SA Corporate Real Estate Fund		5,438,402		2,025,628
				9,791,609
Sweden–0.20%
Fabege AB		200,050		2,082,597

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

10                         Invesco Global Real Estate Income Fund

	Shares		Value
United Kingdom–4.27%
Big Yellow Group PLC		1,089,476	$	6,837,862
British Land Co. PLC		1,281,788		11,084,039
Hammerson PLC		582,030		4,361,034
Hansteen Holdings PLC		1,587,763		2,418,727
Intu Properties PLC		716,947		3,398,710
Land Securities Group PLC		827,106		11,317,995
Shaftesbury PLC		452,894		4,165,479
				43,583,846
United States–25.12%
Acadia Realty Trust		309,500		7,220,635
AvalonBay Communities, Inc.		206,126		25,539,011
BioMed Realty Trust, Inc.		276,500		5,090,365
Boston Properties, Inc.		118,000		12,095,000
Brookfield Office Properties, Inc.		497,334		7,956,022
CBL & Associates Properties, Inc.		508,400		9,761,280
Cohen & Steers Quality Income Realty Fund, Inc.		357,173		3,468,150
Corrections Corp. of America		226,777		7,470,034
Cousins Properties, Inc.		154,700		1,536,171
DCT Industrial Trust Inc.		725,900		4,856,271
Digital Realty Trust, Inc.		93,900		5,220,840
EastGroup Properties, Inc.		91,100		5,119,820
Essex Property Trust, Inc.		144,600		20,722,626
Extra Space Storage Inc.		99,700		4,110,631
Geo Group Inc. (The)		117,900		3,679,659
Government Properties Income Trust		255,250		5,967,745
Health Care REIT, Inc.		70,800		4,349,952
Healthcare Realty Trust, Inc.		246,400		5,541,536
Hersha Hospitality Trust		670,100		3,511,324
Highwoods Properties, Inc.		131,700		4,448,826
Hospitality Properties Trust		289,900		7,833,098
Host Hotels & Resorts Inc.		157,200		2,677,116
Kimco Realty Corp.		120,000		2,403,600
Liberty Property Trust		176,100		6,093,060
LTC Properties, Inc.		115,800		4,102,794
Mid-America Apartment Communities, Inc.		152,800		9,421,648
Pebblebrook Hotel Trust		101,600		2,600,960
Piedmont Office Realty Trust Inc.– Class A		590,200		10,139,636
Public Storage		60,577		9,248,291
Retail Opportunity Investments Corp.		854,800		11,061,112
RLJ Lodging Trust		182,100		4,184,658
Saul Centers, Inc.		81,400		3,533,574
Senior Housing Properties Trust		444,950		10,122,613
Simon Property Group, Inc.		83,300		12,130,979
Sovran Self Storage, Inc.		80,300		5,321,481
Tanger Factory Outlet Centers, Inc.		107,500		3,316,375
Urstadt Biddle Properties Inc.–Class A		99,400		1,941,282
Vornado Realty Trust		31,300		2,544,690
				256,342,865
Total Common Stocks & Other Equity Interests (Cost $618,462,000)				587,978,657

	Shares		Value
Preferred Stocks–20.61%
Australia–0.52%
Goodman PLUS Trust, 6.95% Unsec. Sub. Gtd. Floating Rate PLUS(b)		60,179	$	5,291,065
United States–20.09%
Alexandria Real Estate Equities Inc., Series D, $1.75 Conv. Pfd.		425,000		10,757,813
Brandywine Realty Trust, Series E, 6.90% Pfd.		57,454		1,404,750
CBL & Associates Properties, Inc., Series D, 7.38% Pfd.		199,700		4,938,581
CBL & Associates Properties, Inc., Series E, 6.63% Pfd.		408,000		9,343,200
Chesapeake Lodging Trust, Series A, 7.75% Pfd.		90,000		2,250,000
Coresite Realty Corp., Series A, 7.25% Pfd.		238,185		5,775,986
Corporate Office Properties Trust, Series L, 7.38% Pfd.		335,500		8,145,940
CubeSmart, Series A, 7.75% Pfd.		16,700		423,846
Digital Realty Trust, Inc., Series F, 6.63% Pfd.		183,907		4,191,241
Digital Realty Trust, Inc., Series G, 5.88% Pfd.		238,700		4,862,319
Duke Realty Corp., Series J, 6.63% Pfd.		163,849		3,948,761
Duke Realty Corp., Series L, 6.60% Pfd.		122,500		2,868,950
DuPont Fabros Technology, Inc., Series A, 7.88% Pfd.		159,400		3,921,240
DuPont Fabros Technology, Inc., Series B, 7.63% Pfd.		205,400		4,985,058
Eagle Hospitality Properties Trust Inc., Series A, 8.25% Pfd.		195,800		14,196
EPR Properties, Series E, $2.25 Conv. Pfd.		111,000		3,214,560
EPR Properties, Series F, 6.63% Pfd.		78,000		1,716,000
Essex Property Trust, Inc., Series H, 7.13% Pfd.		201,907		5,205,162
Health Care REIT, Inc., Series I, $3.25 Conv. Pfd.		252,200		14,468,714
Health Care REIT, Inc., Series J, 6.50% Pfd.		186,678		4,433,603
Hersha Hospitality Trust, Series B, 8.00% Pfd.		176,500		4,474,275
Hersha Hospitality Trust, Series C, 6.88% Pfd.		57,907		1,325,491
Hudson Pacific Properties Inc., Series B, 8.38% Pfd.		177,816		4,536,086
Inland Real Estate Corp., Series A, 8.13% Pfd.		96,947		2,486,691
Kilroy Realty Corp., Series G, 6.88% Pfd.		274,000		6,439,000
Kilroy Realty Corp., Series H, 6.38% Pfd.		332,500		7,205,275
Kimco Realty Corp., Series K, 5.63% Pfd.		77,607		1,632,075
LaSalle Hotel Properties, Series G, 7.25% Pfd.		33,834		824,196

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

11                         Invesco Global Real Estate Income Fund

	Shares		Value
United States–(continued)
LaSalle Hotel Properties, Series H, 7.50% Pfd.		153,900	$	3,845,961
LaSalle Hotel Properties, Series I, 6.38% Pfd.		199,000		4,179,000
National Retail Properties Inc., Series D, 6.63% Pfd.		136,000		3,151,120
Pebblebrook Hotel Trust, Series A, 7.88% Pfd.		238,700		5,988,983
Pebblebrook Hotel Trust, Series B, 8.00% Pfd.		139,200		3,535,680
Pebblebrook Hotel Trust, Series C, 6.50% Pfd.		177,286		3,864,835
PS Business Parks, Inc., Series S, 6.45% Pfd.		120,000		2,792,400
PS Business Parks, Inc., Series U, 5.75% Pfd.		49,579		1,038,184
Public Storage, Series S, 5.90% Pfd.		40,000		913,200
Public Storage, Series T, 5.75% Pfd.		80,000		1,772,800
Regency Centers Corp., Series 6, 6.63% Pfd.		176,801		4,137,143
Regency Centers Corp., Series 7, 6.00% Pfd.		48,500		1,043,720
Saul Centers, Inc., Series C, 6.88% Pfd.		155,000		3,661,100
Senior Housing Properties Trust 5.63% Sr. Unsec. Pfd.		51,569		1,085,527
SL Green Realty Corp., Series I, 6.50% Pfd.		336,000		7,775,040
Summit Hotel Properties, Inc., Series B, 7.88% Pfd.		160,371		3,990,030
Sun Communities, Inc., Series A, 7.13% Pfd.		9,470		231,542
Taubman Centers, Inc., Series J, 6.50% Pfd.		179,429		4,114,307
Taubman Centers, Inc., Series K, 6.25% Pfd.		316,000		6,917,240
Terreno Realty Corp., Series A, 7.75% Pfd.		71,631		1,808,683
Ventas Realty L.P./Ventas Capital Corp., 5.45% Sr. Unsec. Gtd. Pfd.		40,000		852,000
Vornado Realty Trust, Series G, 6.63% Pfd.		22,000		532,180
Vornado Realty Trust, Series I, 6.63% Pfd.		279,203		6,793,009
Weyerhaeuser Co., Series A, $3.19 Conv. Pfd.		97,000		5,158,460
				204,975,153
Total Preferred Stocks (Cost $227,236,347)				210,266,218

	Principal Amount		Value
Mortgage-Backed Securities–16.48%
Ireland–0.44%
DECO MHILL Ltd., Series 2012-MHLA, Class C, Floating Rate Pass Through Ctfs., 2.79%, 07/28/21(a)(b)(c)	GBP	1,166,667	$	1,813,487
Series 2012-MHLX, Class C, Floating Rate Pass Through Ctfs., 2.78%, 07/28/21(b)(c)	GBP	1,000,000		1,554,411
Epic More London PLC, Series MLDN, Class E, Floating Rate Pass Through Ctfs., 1.36%, 07/15/17(b)(c)	GBP	750,000		1,075,764
				4,443,662
United Kingdom–2.59%
Hercules (Eclipse) PLC., Series 2006-4, Class A, Floating Rate Pass Through Ctfs., 0.75%, 10/25/18(b)(c)	GBP	1,888,246		2,714,064
Series 2006-4, Class B, Floating Rate Pass Through Ctfs., 0.86%, 10/25/18(b)(c)	GBP	3,842,446		5,057,031
LCP Proudreed PLC, Series 1, Class A, Floating Rate Pass Through Ctfs., 0.77%, 08/25/16(b)(c)	GBP	6,540,484		9,926,456
Triton European Loan Conduit PLC, Series 26X, Class C, Floating Rate Pass Through Ctfs., 0.75%, 10/25/19(b)(c)	GBP	144,136		222,251
Series 26X, Class F, Floating Rate Pass Through Ctfs., 1.01%, 10/25/19(b)(c)	GBP	64,997		99,374
Windermere XI CMBS PLC, Series X, Class A, Floating Rate Pass Through Ctfs., 0.76%, 04/24/17(b)(c)	GBP	5,528,093		8,374,130
				26,393,306
United States–13.45%
Bear Stearns Commercial Mortgage Securities Trust, Series 2004-PWR6, Class B, Pass Through Ctfs., 4.95%, 11/11/41(a)	$	50,000		52,905
Series 2005-PWR8, Class C, Pass Through Ctfs., 4.86%, 06/11/41		4,900,000		4,808,017
Series 2005-PWR8, Class D, Pass Through Ctfs., 4.90%, 06/11/41		11,305,000		10,240,244
Citigroup/Deutsche Commercial Mortgage Trust, Series 2005-CD1, Class E, Variable Rate Pass Through Ctfs., 5.39%, 07/15/44(b)		7,219,000		7,055,410

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

12                         Invesco Global Real Estate Income Fund

	Principal Amount		Value
United States–(continued)
Credit Suisse First Boston Mortgage Securities Corp., Series 2003-C3, Class G, Pass Through Ctfs., 4.62%, 05/15/38(a)	$	25,000	$	25,048
Series 2003-C5, Class G, Variable Rate Pass Through Ctfs., 5.75%, 12/15/36(a)(b)		2,350,000		2,322,814
Series 2005-C3, Class B, Pass Through Ctfs., 4.88%, 07/15/37		9,950,000		9,235,441
Credit Suisse First Boston Mortgage Securities Corp., Series 2005-C4, Class D, Variable Rate Pass Through Ctfs., 5.38%, 08/15/38(b)		2,950,000		2,893,466
Series 2005-C5, Class C, Pass Through Ctfs., 5.10%, 08/15/38		4,975,000		5,110,611
DLJ Commercial Mortgage Corp., Series 1998-CG1, Class B4, Variable Rate Pass Through Ctfs., 7.40%, 06/10/31(a)(b)		25,693		25,727
FREMF Mortgage Trust, Series 2012-K705, Class C, Variable Rate Pass Through Ctfs., 4.31%, 09/25/44(a)(b)		5,000,000		4,754,605
Series 2012-KF01, Class C, Floating Rate Pass Through Ctfs., 4.44%, 10/25/44(a)(b)		1,278,000		1,323,582
GS Mortgage Securities Corp. II, Series 2013-KING, Class E, Variable Rate Pass Through Ctfs., 3.55%, 12/10/27(a)(b)		1,000,000		874,394
GS Mortgage Securities Corp. Trust, Series 2013-NYC5, Class G, Variable Rate Pass Through Ctfs., 3.77%, 01/10/30(a)(b)		4,000,000		3,721,556
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2004-C3, Class F, Variable Rate Pass Through Ctfs., 5.25%, 01/15/42(a)(b)		7,950,000		7,336,439
Series 2012-PHH, Class D, Floating Rate Pass Through Ctfs., 3.45%, 10/15/25(a)(b)		3,250,000		3,280,906
Series 2012-PHH, Class E, Floating Rate Pass Through Ctfs., 3.45%, 10/15/25(a)(b)		1,250,000		1,243,648
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2011-C4, Class TAC1, Pass Through Ctfs., 7.99%, 07/15/46(a)		1,927,389		2,018,263
LB-UBS Commercial Mortgage Trust, Series 2005-C1, Class C, Pass Through Ctfs., 4.84%, 02/15/40		170,000		175,211
Series 2006-C4, Class AJ, Pass Through Ctfs., 6.08%, 06/15/38		4,260,000		4,365,776

	Principal Amount		Value
United States–(continued)
Merrill Lynch Mortgage Trust, Series 2003-KEY1, Class F, Variable Rate Pass Through Ctfs., 5.85%, 11/12/35(a)(b)	$	937,000	$	909,663
Series 2004-MKB1, Class B, Variable Rate Pass Through Ctfs., 5.28%, 02/12/42(b)		25,000		25,604
Series 2005-MCP1, Class E, Variable Rate Pass Through Ctfs., 5.13%, 06/12/43(a)(b)		4,500,000		4,380,064
Morgan Stanley Bank of America Merrill Lynch Trust, Series 2012-CKSV, Class CK, Pass Through Ctfs., 4.30%, 10/15/30(a)		3,900,000		3,228,030
Morgan Stanley Capital I Trust, Series 2005-HQ7, Class AJ, Pass Through Ctfs., 5.38%, 11/14/42		5,360,000		5,592,640
Series 2005-IQ10, Class B, Variable Rate Pass Through Ctfs., 5.44%, 09/15/42(b)		6,475,000		6,585,551
Series 2006-HQ8, Class C, Variable Rate Pass Through Ctfs., 5.68%, 03/12/44(b)		7,819,000		7,365,099
Series 2006-HQ8, Class D, Variable Rate Pass Through Ctfs., 5.68%, 03/12/44(b)		7,400,000		6,779,688
Series 2006-HQ9, Class D, Pass Through Ctfs., 5.86%, 07/12/44		8,859,000		8,634,367
Series 2006-IQ11, Class B, Variable Rate Pass Through Ctfs., 5.86%, 10/15/42(b)		270,000		249,261
Series 2007-TOP27, Class AJ, Variable Rate Pass Through Ctfs., 5.82%, 06/11/42(b)		7,400,000		7,780,216
Series 2007-TOP27, Class AM, Variable Rate Pass Through Ctfs., 5.82%, 06/11/42(b)		25,000		27,211
Wachovia Bank Commercial Mortgage Trust, Series 2004-C15, Class 175B, Pass Through Ctfs., 6.04%, 10/15/41(a)		2,700,000		2,689,130
Series 2004-C15, Class 175C, Pass Through Ctfs., 6.04%, 10/15/41(a)		396,000		392,500
Series 2005-C16, Class TO, Variable Rate Pass Through Ctfs., 5.62%, 10/15/41(a)(b)		430,298		431,374
Series 2005-C17, Class G, Variable Rate Pass Through Ctfs., 5.59%, 03/15/42(a)(b)		2,100,000		1,855,625
Series 2005-C19, Class F, Variable Rate Pass Through Ctfs., 5.61%, 05/15/44(a)(b)		900,000		912,997
Series 2005-C19, Class G, Variable Rate Pass Through Ctfs., 5.62%, 05/15/44(a)(b)		5,000,000		5,015,598
Series 2005-C21, Class D, Variable Rate Pass Through Ctfs., 5.41%, 10/15/44(b)		3,450,000		3,550,940
				137,269,621
Total Mortgage-Backed Securities (Cost $165,432,826)				168,106,589

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

13                         Invesco Global Real Estate Income Fund

	Principal Amount		Value
U.S. Dollar Denominated Bonds & Notes–1.95%
Brazil–0.59%
BR Properties S.A., Sr. Unsec. Gtd. Notes, 9.00%(a)(d)	$	6,200,000	$	6,020,426
China–1.27%
Agile Property Holdings Ltd., Sr. Unsec. Gtd. Euro Notes, 9.88%, 03/20/17		2,500,000		2,687,500
Country Garden Holdings Co. Ltd., Sr. Unsec. Gtd. Notes, 11.13%, 02/23/18(a)		2,500,000		2,800,552
11.75%, 09/10/14(a)		1,000,000		1,086,187
Franshion Development Ltd., Sr. Unsec. Gtd. Notes, 6.75%, 04/15/21(a)		1,000,000		1,011,356
KWG Property Holdings Ltd., Sr. Unsec. Gtd. Euro Notes, 13.25%, 03/22/17		2,500,000		2,859,630
Sr. Unsec. Gtd. Notes, 12.50%, 08/18/17(a)		2,300,000		2,547,250
				12,992,475
United States–0.09%
Senior Housing Properties Trust, Sr. Unsec. Notes, 4.30%, 01/15/16		900,000		932,625
Total U.S. Dollar Denominated Bonds & Notes (Cost $19,882,949)				19,945,526

	Principal Amount		Value
Non U.S. Dollar Denominated Bonds & Notes–0.28%(c)
Australia–0.28%
General Property Trust, Sr. Unsec. Gtd. Medium-Term Notes, 6.75%, 01/24/19 (Cost $3,248,471)		AUD    2,980,000	$	2,849,005
	Shares
Money Market Funds–2.22%
Liquid Assets Portfolio–Institutional Class(e)		11,339,632		11,339,632
Premier Portfolio–Institutional Class(e)		11,339,632		11,339,632
Total Money Market Funds (Cost $22,679,264)				22,679,264
TOTAL INVESTMENTS–99.16% (Cost $1,056,941,857)				1,011,825,259
OTHER ASSETS LESS LIABILITIES–0.84%				8,571,801
NET ASSETS–100.00%			$	1,020,397,060

Investment Abbreviations:

AUD	– Australian Dollar
Conv.	– Convertible
Ctfs.	– Certificates
GBP	– British Pound
Gtd.	– Guaranteed
Pfd.	– Preferred
REIT	– Real Estate Investment Trust
PLUS	– Perpetual Listed Unsecured Securities
Sr.	– Senior
Sub.	– Subordinated
Unsec.	– Unsecured

Notes to Schedule of Investments:

^(a)  Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”). The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at August 31, 2013 was $62,999,913, which represented 6.17% of the Fund's Net Assets.

^(b)  Interest or dividend rate is redetermined periodically. Rate shown is the rate in effect on August 31, 2013.

^(c)  Foreign denominated security. Principal amount is denominated in currency indicated.

^(d)  Perpetual bond with no specified maturity date.

^(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.

14                         Invesco Global Real Estate Income Fund

Statement of Assets and Liabilities

August 31, 2013

Assets:
Investments, at value (Cost $1,034,262,593)	$	989,145,995
Investments in affiliated money market funds, at value and cost		22,679,264
Total investments, at value (Cost $1,056,941,857)		1,011,825,259
Foreign currencies, at value (Cost $3,390,278)		3,380,679
Receivable for:
Investments sold		197,954
Fund shares sold		5,167,244
Dividends and interest		2,769,797
Principal paydowns		312,722
Investment for trustee deferred compensation and retirement plans		39,062
Other assets		92,654
Total assets		1,023,785,371
Liabilities:
Payable for:
Fund shares reacquired		2,524,030
Accrued fees to affiliates		642,967
Accrued trustees’ and officers’ fees and benefits		5,152
Accrued other operating expenses		100,923
Trustee deferred compensation and retirement plans		115,239
Total liabilities		3,388,311
Net assets applicable to shares outstanding	$	1,020,397,060
Net assets consist of:
Shares of beneficial interest	$	1,050,423,809
Undistributed net investment income		3,702,802
Undistributed net realized gain		11,402,399
Net unrealized appreciation (depreciation)		(45,131,950	)
	$	1,020,397,060

Net Assets:
Class A	$	615,875,691
Class B	$	1,822,166
Class C	$	108,877,733
Class Y	$	270,195,883
Class R5	$	23,565,461
Class R6	$	60,126
Shares outstanding, $0.01 par value per share, with an unlimited number of shares authorized:
Class A		72,245,435
Class B		214,198
Class C		12,800,612
Class Y		31,782,645
Class R5		2,767,119
Class R6		7,054
Class A:
Net asset value per share	$	8.52
Maximum offering price per share
(Net asset value of $8.52 ¸ 94.50%)	$	9.02
Class B:
Net asset value and offering price per share	$	8.51
Class C:
Net asset value and offering price per share	$	8.51
Class Y:
Net asset value and offering price per share	$	8.50
Class R5:
Net asset value and offering price per share	$	8.52
Class R6:
Net asset value and offering price per share	$	8.52

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

15                         Invesco Global Real Estate Income Fund

Statement of Operations

For the year ended August 31, 2013

Investment income:
Dividends (net of foreign withholding taxes of $1,928,407)	$	35,962,663
Dividends from affiliated money market funds		38,709
Interest (net of foreign withholding taxes of $ 14,800)		9,209,460
Total investment income		45,210,832
Expenses:
Advisory fees		6,353,758
Administrative services fees		222,509
Custodian fees		178,571
Distribution fees:
Class A		1,303,587
Class B		18,790
Class C		811,110
Transfer Agent Fees — A, B, C and Y		1,399,254
Transfer agent fees — R5		27,353
Transfer agent fees – R6		680
Trustees’ and officers’ fees and benefits		46,322
Other		531,176
Total expenses		10,893,110
Less: Fees waived and expense offset arrangement(s)		(58,380	)
Net expenses		10,834,730
Net investment income		34,376,102
Realized and unrealized gain (loss) from:
Net realized gain from:
Investment securities		20,306,651
Foreign currencies		114,176
		20,420,827
Change in net unrealized appreciation (depreciation) of:
Investment securities		(78,715,545	)
Foreign currencies		(34,886	)
Foreign currency contracts		(86	)
		(78,750,517	)
Net realized and unrealized gain (loss)		(58,329,690	)
Net increase (decrease) in net assets resulting from operations	$	(23,953,588	)

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

16                         Invesco Global Real Estate Income Fund

Statement of Changes in Net Assets

For the years ended August 31, 2013 and 2012

	2013			2012
Operations:
Net investment income	$	34,376,102		$	17,796,301
Net realized gain		20,420,827			5,140,914
Change in net unrealized appreciation (depreciation)		(78,750,517	)		23,779,964
Net increase (decrease) in net assets resulting from operations		(23,953,588	)		46,717,179
Distributions to shareholders from net investment income:
Class A		(25,666,681	)		(10,974,958	)
Class B		(85,901	)		(66,882	)
Class C		(3,226,317	)		(1,252,416	)
Class Y		(11,045,614	)		(2,665,994	)
Class R5		(1,588,351	)		(1,805,834	)
Class R6		(305,539	)		—
Total distributions from net investment income		(41,918,403	)		(16,766,084	)
Share transactions–net:
Class A		336,455,070			96,606,755
Class B		313,925			(276,855	)
Class C		72,059,586			15,641,770
Class Y		173,687,611			82,201,168
Class R5		(5,198,420	)		(7,962,465	)
Class R6		(509,175	)		—
Net increase in net assets resulting from share transactions		576,808,597			186,210,373
Net increase in net assets		510,936,606			216,161,468
Net assets:
Beginning of year		509,460,454			293,298,986
End of year (includes undistributed net investment income of $3,702,802 and $3,560,721, respectively)	$	1,020,397,060		$	509,460,454

Notes to Financial Statements

August 31, 2013

NOTE 1—Significant Accounting Policies

Invesco Global Real Estate Income Fund (the “Fund”) is a series portfolio of AIM Counselor Series Trust (Invesco 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 twelve 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 current income and, secondarily, capital appreciation.

The Fund currently consists of six different classes of shares: Class A, Class B, Class C, Class Y, Class R5 and Class R6. On September 24, 2012, Institutional Class shares were renamed Class R5 shares and the Fund began offering Class R6 shares. 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 Y, Class R5 and Class R6 shares are sold at net asset value. Effective November 30, 2010, new or additional investments in Class B shares are no longer permitted. Existing shareholders of Class B shares may continue to reinvest dividends and capital gains distributions in Class B shares until they convert to Class A shares. 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 to Class A shares. 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. Redemption of Class B shares prior to the conversion date will be subject to a CDSC.

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

17                         Invesco Global Real Estate Income Fund

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 (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the 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 the Adviser determines 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’ prices 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 economic 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 became 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 net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s 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 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,

18                         Invesco Global Real Estate Income Fund

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, if any, are declared and paid quarterly and are recorded on the ex-dividend date. Distributions from net realized capital gain, if any, are generally declared and paid annually and recorded on the 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 of 1986, as amended (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 Class R5 and Class R6 are allocated to each share class based on relative net assets. Sub-accounting fees attributable to Class R5 are charged to the operations of the 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 the 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. 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.

K. 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.

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. Property values may fall due to increasing vacancies or declining rents resulting from economic, legal, cultural or technological developments.

19                         Invesco Global Real Estate Income Fund

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 Daily 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 Canada 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(s) 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 June 30, 2014, 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 and/or expense reimbursemnt (excluding certain items discussed below) of Class A, Class B, Class C, Class Y, Class R5 and Class R6 shares to 2.00%, 2.75%, 2.75%, 1.75%, 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 and/or expense reimbursemnt to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; 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, 2014. 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, 2014, 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, 2013, the Adviser waived advisory fees of $57,127.

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, 2013, 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, 2013, 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, Class R5 and Class R6 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, 2013, 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, 2013, IDI advised the Fund that IDI retained $602,366 in front-end sales commissions from the sale of Class A shares and $85, $1,635 and $13,921 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 the Adviser, 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

20                         Invesco Global Real Estate Income Fund

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, 2013. 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 year ended August 31, 2013, there were transfers from Level 1 to Level 2 of $47,431,739 and from Level 2 to Level 1 of $28,692,392, due to foreign fair value adjustments, additionally, there were transfers from Level 2 to Level 1 of $4,137,143, due to securities trading on an exchange.

	Level 1		Level 2		Level 3		Total
Australia	$	5,291,065	$	57,287,736	$	—	$	62,578,801
Brazil		—		6,020,426		—		6,020,426
Canada		47,315,081		—		—		47,315,081
China		—		18,773,995		—		18,773,995
France		9,482,986		15,275,653		—		24,758,639
Germany		7,091,345		—		—		7,091,345
Hong Kong		2,643,114		15,027,582		—		17,670,696
Ireland		—		4,443,662		—		4,443,662
Japan		11,407,775		65,664,263		—		77,072,038
New Zealand		2,215,532		—		—		2,215,532
Singapore		—		39,834,158		—		39,834,158
South Africa		6,650,992		3,140,617		—		9,791,609
Sweden		2,082,597		—		—		2,082,597
United Kingdom		43,583,846		26,393,306		—		69,977,152
United States		473,225,273		148,974,255		—		622,199,528
Total Investments	$	610,989,606	$	400,835,653	$	—	$	1,011,825,259

NOTE 4—Derivative Investments

Effect of Derivative Investments for the year ended August 31, 2013

The table below summarizes the gains (losses) on derivative investments, detailed by primary risk exposure, recognized in earnings during the period:

	Location of Gain (Loss) on Statement of Operations
	Foreign Currency Contracts
Change in Unrealized Appreciation (Depreciation)
Currency risk	$	(86	)

NOTE 5—Expense Offset Arrangement(s)

The expense offset arrangements are comprised of (1) transfer agency credits which result from balances in Demand Deposit Accounts (DDA) used by the transfer agent for clearing shareholder transactions and (2) custodian credits which result from periodic overnight cash balances at the custodian. For the year ended August 31, 2013, the Fund received credits from these arrangements, which resulted in the reduction of the Fund’s total expenses of $1,253.

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.

21                         Invesco Global Real Estate Income Fund

NOTE 7—Cash Balances

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. Such balances, if any at period end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. 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, 2013 and 2012:

	2013		2012
Ordinary income	$	41,918,403	$	16,766,084

Tax Components of Net Assets at Period-End:

	2013
Undistributed ordinary income	$	11,020,876
Undistributed long-term gain		11,976,125
Net unrealized appreciation (depreciation) — investments		(52,898,488	)
Net unrealized appreciation (depreciation) — other investments		(15,352	)
Temporary book/tax differences		(109,910	)
Shares of beneficial interest		1,050,423,809
Total net assets	$	1,020,397,060

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 and passive foreign investments.

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 Regulated Investment Company Modernization Act of 2010 eliminated the eight-year carryover period for capital losses that arise in taxable years beginning after its enactment date of December 22, 2010. Consequently, these capital losses can be carried forward for an unlimited period. However, capital losses with an expiration period may not be used to offset capital gains until all net capital losses without an expiration date have been utilized. Additionally, post-enactment capital loss carryovers will retain their character as either short-term or long-term capital losses instead of as short-term capital losses as under prior law. 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 $180,408 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 as of August 31, 2013.

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, 2013 was $1,073,933,225 and $511,351,215, 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	$	21,920,282
Aggregate unrealized (depreciation) of investment securities		(74,818,770	)
Net unrealized appreciation (depreciation) of investment securities	$	(52,898,488	)

Cost of investments for tax purposes is $1,064,723,747.

NOTE 10—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of foreign currency transactions and passive foreign investment companies, on August 31, 2013, undistributed net investment income was increased by $7,684,382, undistributed net realized gain was decreased by $7,575,089 and shares of beneficial interest was decreased by $109,293. This reclassification had no effect on the net assets of the Fund.

22                         Invesco Global Real Estate Income Fund

NOTE 11—Share Information

	Summary of Share Activity
	Years ended August 31,
	2013(a)						2012
	Shares			Amount			Shares			Amount
Sold:
Class A		51,782,661		$	473,071,246			18,683,381		$	159,199,288
Class B		92,521			840,179			46,872			393,823
Class C		9,354,648			86,167,442			2,369,846			20,158,359
Class Y		28,585,952			260,842,380			11,969,982			101,722,029
Class R5		1,792,319			16,207,911			2,439,672			20,294,421
Class R6(b)		1,058,633			9,542,340			—			—
Issued as reinvestment of dividends:
Class A		2,262,975			20,143,201			943,687			7,809,770
Class B		8,184			72,954			6,776			55,840
Class C		310,380			2,758,916			123,735			1,024,338
Class Y		1,013,301			9,002,041			246,272			2,050,366
Class R5		165,684			1,478,806			198,667			1,639,410
Class R6		34,061			305,436			—			—
Automatic conversion of Class B shares to Class A shares:
Class A		34,937			321,041			34,166			290,854
Class B		(34,993	)		(321,041	)		(34,221	)		(290,854	)
Reacquired:
Class A		(17,336,317	)		(157,080,418	)		(8,381,414	)		(70,693,157	)
Class B		(30,996	)		(278,167	)		(51,839	)		(435,664	)
Class C		(1,869,410	)		(16,866,772	)		(658,315	)		(5,540,927	)
Class Y		(10,617,706	)		(96,156,810	)		(2,540,668	)		(21,571,227	)
Class R5		(2,548,470	)		(22,885,137	)		(3,552,032	)		(29,896,296	)
Class R6		(1,085,640	)		(10,356,951	)		—			—
Net increase in share activity		62,972,724		$	576,808,597			21,844,567		$	186,210,373

^(a)  There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 63% 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 Fund 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 September 24, 2012.

23                         Invesco Global Real Estate Income Fund

NOTE 12—Financial Highlights

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

	Net asset value, beginning of period		Net investment income(a)		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends from net investment income			Net asset value, end of period			Total return(b)			Net assets, end of period (000’s omitted)		Ratio of expenses to average net assets with fee waivers and/or expenses absorbed			Ratio of expenses to average net assets without fee waivers and/or expenses absorbed			Ratio of net investment income to average net assets			Portfolio turnover(c)
Class A
Year ended 08/31/13	$	8.97	$	0.36	$	(0.31	)	$	0.05		$	(0.50	)	$	8.52			0.43	%	$	615,876		1.26	%(d)		1.27	%(d)		4.00	%(d)		63	%
Year ended 08/31/12		8.39		0.41		0.57			0.98			(0.40	)		8.97	(e)		12.19			318,464		1.31			1.31			4.82			49
Year ended 08/31/11		7.77		0.32		0.61			0.93			(0.31	)		8.39			12.11			203,100		1.30			1.30			3.83			101
Year ended 08/31/10		6.62		0.28		1.14			1.42			(0.27	)		7.77			21.85			147,568		1.37			1.38			3.93			77
Year ended 08/31/09		8.38		0.27		(1.75	)		(1.48	)		(0.28	)		6.62			(17.12	)		94,979		1.73			1.74			4.83			59
Class B
Year ended 08/31/13		8.95		0.29		(0.30	)		(0.01	)		(0.43	)		8.51			(0.23	)		1,822		2.01	(d)		2.02	(d)		3.25	(d)		63
Year ended 08/31/12		8.36		0.34		0.59			0.93			(0.34	)		8.95	(e)		11.49			1,606		2.06			2.06			4.07			49
Year ended 08/31/11		7.75		0.26		0.59			0.85			(0.24	)		8.36			11.15			1,772		2.05			2.05			3.08			101
Year ended 08/31/10		6.60		0.23		1.14			1.37			(0.22	)		7.75			21.02			1,676		2.12			2.13			3.18			77
Year ended 08/31/09		8.37		0.23		(1.77	)		(1.54	)		(0.23	)		6.60			(17.91	)		680		2.48			2.49			4.08			59
Class C
Year ended 08/31/13		8.95		0.29		(0.30	)		(0.01	)		(0.43	)		8.51			(0.23	)		108,878		2.01	(d)		2.02	(d)		3.25	(d)		63
Year ended 08/31/12		8.36		0.34		0.59			0.93			(0.34	)		8.95	(e)		11.49			44,790		2.06			2.06			4.07			49
Year ended 08/31/11		7.75		0.26		0.59			0.85			(0.24	)		8.36			11.15			26,511		2.05			2.05			3.08			101
Year ended 08/31/10		6.60		0.23		1.14			1.37			(0.22	)		7.75			21.02			16,692		2.12			2.13			3.18			77
Year ended 08/31/09		8.38		0.23		(1.78	)		(1.55	)		(0.23	)		6.60			(18.00	)		4,296		2.48			2.49			4.08			59
Class Y
Year ended 08/31/13		8.95		0.39		(0.32	)		0.07			(0.52	)		8.50			0.68			270,196		1.01	(d)		1.02	(d)		4.25	(d)		63
Year ended 08/31/12		8.36		0.43		0.58			1.01			(0.42	)		8.95	(e)		12.62			114,525		1.06			1.06			5.07			49
Year ended 08/31/11		7.75		0.34		0.60			0.94			(0.33	)		8.36			12.28			26,139		1.05			1.05			4.08			101
Year ended 08/31/10		6.60		0.31		1.13			1.44			(0.29	)		7.75			22.21			22,047		1.12			1.13			4.18			77
Year ended 08/31/09(f)		7.15		0.26		(0.63	)		(0.37	)		(0.18	)		6.60			(4.23	)		2,755		1.53	(g)		1.53	(g)		5.03	(g)		59
Class R5
Year ended 08/31/13		8.96		0.39		(0.30	)		0.09			(0.53	)		8.52			0.85			23,565		0.94	(d)		0.95	(d)		4.32	(d)		63
Year ended 08/31/12		8.38		0.44		0.57			1.01			(0.43	)		8.96	(e)		12.63			30,076		0.98			0.98			5.15			49
Year ended 08/31/11		7.76		0.35		0.61			0.96			(0.34	)		8.38			12.52			35,777		0.96			0.96			4.17			101
Year ended 08/31/10		6.62		0.32		1.13			1.45			(0.31	)		7.76			22.27			37,711		0.92			0.93			4.38			77
Year ended 08/31/09		8.39		0.31		(1.77	)		(1.46	)		(0.31	)		6.62			(16.75	)		33,753		1.11			1.12			5.45			59
Class R6
Year ended 08/31/13(f)		8.98		0.38		(0.41	)		(0.03	)		(0.43	)		8.52			(0.49	)		60		0.86	(d)(g)		0.87	(d)(g)		4.40	(d)(g)		63

^(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 $521,435, $1,879, $81,111, $223,189, $27,348 and $5,488 for Class A, Class B, Class C, Class Y, Class R5 and Class R6 shares, respectively.

^(e)  Includes redemption fees added to shares of beneficial interest which were less than $0.005 per share.

^(f) Commencement date of October 3, 2008 for Class Y shares and September 24, 2012 for Class R6 shares.

^(g)  Annualized.

24                         Invesco Global Real Estate Income Fund

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 Global 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 Global 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, 2013 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 five years in 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 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, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

October 25, 2013

Houston, Texas

25                         Invesco Global Real Estate Income Fund

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, 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, 2013 through August 31, 2013.

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 or contingent deferred sales charges on redemptions, 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.

Class	Beginning Account Value (03/01/13)		ACTUAL				HYPOTHETICAL (5% annual return before expenses)				Annualized Expense Ratio
			Ending Account Value (08/31/13)1		Expenses Paid During Period2		Ending Account Value (08/31/13)		Expenses Paid During Period2
A	$	1,000.00	$	940.10	$	6.16	$	1,018.85	$	6.41		1.26	%
B		1,000.00		937.40		9.82		1,015.07		10.21		2.01
C		1,000.00		936.30		9.81		1,015.07		10.21		2.01
Y		1,000.00		941.10		4.94		1,020.11		5.14		1.01
R5		1,000.00		942.70		4.55		1,020.52		4.74		0.93
R6		1,000.00		943.10		4.07		1,021.02		4.23		0.83

¹  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2013 through August 31, 2013, 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.

26                         Invesco Global Real Estate Income Fund

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 Invesco Global Real Estate Income Fund’s (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 Canada Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 17-19, 2013, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% 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, 2013. The Board determined that continuation of the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers under the agreements is fair and reasonable.

The Board’s Fund Evaluation Process

The Board’s Investments Committee has established three Sub-Committees, each of which is primarily responsible for overseeing the management of a number of the funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet throughout the year to review the performance of their assigned Invesco 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 Invesco Funds and other members of management to review the performance, investment objective(s), policies, strategies, limitations and investment risks 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 their assigned Invesco Funds. Each Sub-Committee recommends to the Investments Committee, which in turn recommends to the full Board, whether and on what terms 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 Invesco Advisers and Lipper Inc. (Lipper), an independent provider of investment company

data. The Trustees also receive an independent written evaluation from the Senior Officer. The Senior Officer’s evaluation 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 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. In addition to meetings with Invesco Advisers and fund counsel, the independent Trustees also discuss the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.

In evaluating the fairness and reasonableness of compensation under the Fund’s investment advisory agreement and sub-advisory contracts, the Board considered, among other things, the factors discussed below. The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation between the Trustees and Invesco Advisers as well as advisory fees previously approved by different predecessor boards. 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 Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee.

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 19, 2013, 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, including the Fund’s portfolio manager or managers, with whom the Sub-Committees met during the year. The Board’s review of the qualifications of Invesco Advisers to provide advisory services included the Board’s consideration of Invesco Advisers’ investment process oversight, independent credit analysis and investment risk management.

In determining whether to continue the Fund’s investment advisory agreement, the Board considered the benefits of reapproving an existing relationship and the greater uncertainty that may be associated with entering into a new relationship. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds such as various back office support functions, equity and fixed income trading operations, internal audit, distribution and legal and compliance. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s investment advisory agreement.

The Board reviewed the services that may be 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 noted that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Affiliated Sub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. 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. The Board concluded that the nature, extent and quality of the services that may be provided by the Affiliated Sub-Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s sub-advisory contracts.

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 funds in the Lipper performance universe and against the Lipper Global Real Estate Funds Index. The Board noted

27                         Invesco Global Real Estate Income Fund

that performance of Class A shares of the Fund was in the fifth quintile of the Lipper performance universe for the one year period and the first quintile for the 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 performance of Class A shares of the Fund was below the performance of the Index for the one year period and above the performance of the Index for the three and five year periods. The Trustees also reviewed more recent Fund performance and this review did not change their conclusions.

C. Advisory and Sub-Advisory Fees

The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Lipper expense group at a common asset level. The Board noted that the contractual management fee rate for Class A shares of the Fund was below the median contractual management fee rate of funds in the expense group. The Board noted that the term “contractual management fee” may include both advisory and certain administrative services fees and that Invesco Advisers does not charge the Invesco Funds for the administrative services included in the term as defined by Lipper. The Board also reviewed the methodology used by Lipper in providing expense group information, which includes using each fund’s contractual management fee schedule (including any applicable breakpoints) as reported in the most recent prospectus or statement of additional information for each fund in the expense group.

The Board also compared the Fund’s effective advisory 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. The Board noted that the Fund’s effective advisory fee rate was below the rate of one fund sub-advised by Invesco Advisers with investment strategies comparable to those of the Fund.

Other than the fund noted above, the Board noted that Invesco Advisers and its affiliates do not advise other funds or client accounts with investment strategies comparable to those of the Fund.

The Board also considered the services that may be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the fees payable by Invesco Advisers to the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board also noted that the sub-advisory fees are not paid directly by the Fund, but rather, are payable by Invesco Advisers to the Affiliated Sub-Advisers.

Based upon the information and considerations described above, the Board concluded that the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers is 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 economies of scale through contractual breakpoints in the Fund’s advisory fee schedule and was assisted in this review by a report from the Senior Officer. 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 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 for the year ended December 31, 2012. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board considered the profitability of Invesco Advisers in managing the Fund and the Invesco Funds. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its subsidiaries provide to the Invesco Funds and the Fund. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund to be excessive given the nature, quality and extent of the services provided to the Invesco Funds. The Board received and accepted information from Invesco Advisers demonstrating that 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.

F. Collateral Benefits to Invesco Advisers and its Affiliates

The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees received for their provision of transfer agency and distribution services to the Fund. The Board considered comparative information regarding fees charged for these services, including information provided by Lipper and other independent sources. The Board considered the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed 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; that the services are required for the operation of the Fund; that Invesco Advisers and its affiliates can provide services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and that the fees for such services are fair and reasonable in light of the

usual and customary charges by others for services of the same nature and quality.

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 services from Invesco Advisers and the Affiliated Sub-Advisers to the Invesco Funds and that the research received may be used with other clients of Invesco Advisers and may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board also considered periodic reports from the Chief Compliance Officer of the Invesco Funds demonstrating that these arrangements are consistent with regulatory requirements. The Board did not deem the soft dollar arrangements to be inappropriate.

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 receives advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through at varying periods the advisory fees payable by the Invesco Funds. The waiver is 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.

The Board also considered use of an affiliated broker to execute certain trades for the Fund to among other things, control information leakage, and were advised that such trades are executed in compliance with rules under the Investment Company Act of 1940, as amended.

28                         Invesco Global Real Estate Income Fund

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, 2013:

Federal and State Income Tax
Qualified Dividend Income*	0.25	%
Corporate Dividends Received Deduction*	0.00	%

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

29                         Invesco Global Real Estate Income Fund

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 1000, 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.

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
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 Formerly: Chairman and Chief Executive Officer, 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)	117	None
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, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent); 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 Corporate Class Inc. (corporate mutual fund company) and Invesco Canada Fund Inc. (corporate mutual fund company); Director, Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); 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); Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, Chief Executive Officer and President, Van Kampen Exchange Corp. Formerly: Director and Chairman, Van Kampen Investor Services Inc.: Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); and Van Kampen Investments Inc.; Director and President, AIM GP Canada Inc. (general partner for limited partnerships); and Van Kampen Advisors, Inc.; Director and Chief Executive Officer, Invesco Trimark Dealer Inc. (registered broker dealer); 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.	117	None
Wayne W. 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 certain funds in the Fund Complex	130	Director of the Mutual Fund Directors Forum, a nonprofit membership organization for investment directors; Chairman and Director of the Abraham Lincoln Presidential Library Foundation; and Director of the Stevenson Center for Democracy

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 Invesco Fund Complex because he and his firm currently provide legal services as legal counsel to such Funds.

T-1                         Invesco Global Real Estate Income Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Independent Trustees
Bruce L. Crockett — 1944 Trustee and Chair	2003	Chairman, Crockett Technologies Associates (technology consulting company) Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)	117	ACE Limited (insurance company); Investment Company Institute
David C. Arch — 1945 Trustee	2010	Chairman and Chief Executive Officer of Blistex Inc., (consumer health care products manufacturer) Formerly: Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago	130	Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan
Frank S. Bayley — 1939 Trustee	2003	Retired Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and General Partner and Of Counsel, law firm of Baker & McKenzie, LLP	117	Director and Chairman, C.D. Stimson Company (a real estate investment company); Trustee and Overseer, The Curtis Institute of Music
James T. Bunch — 1942 Trustee	2000	Managing Member, Grumman Hill Group LLC (family office private equity management) Formerly: Founder, Green, Manning & Bunch Ltd. (investment banking firm)(1988-2010); Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation	117	Chairman, Board of Governors, Western Golf Association; Chairman-elect, Evans Scholars Foundation; and Director, Denver Film Society
Rodney F. Dammeyer — 1940 Trustee	2010	Chairman of CAC, LLC, (private company offering capital investment and management advisory services) Formerly: Prior to 2001, Managing Partner at Equity Group Corporate Investments; Prior to 1995, Chief Executive Officer of Itel Corporation (formerly Anixter International); 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.; From 1987 to 2010, Director/Trustee of investment companies in the Van Kampen Funds complex	117	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.
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)	117	Director of Nature’s Sunshine Products, Inc.
Jack M. Fields — 1952 Trustee	2003	Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); Owner and Chief Executive Officer, Dos Angeles Ranch, L.P. (cattle, hunting, corporate entertainment); and Discovery Global Education Fund (non-profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives	117	Insperity, Inc. (formerly known as Administaff)
Prema Mathai-Davis — 1950 Trustee	2003	Retired Formerly: Chief Executive Officer, YWCA of the U.S.A.	117	None
Larry Soll — 1942 Trustee	1997	Retired Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)	117	None
Hugo F. Sonnenschein — 1940 Trustee	2010	Distinguished Service Professor and President Emeritus of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago Formerly: President of the University of Chicago	130	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

T-2                         Invesco Global Real Estate Income Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Independent Trustees—(continued)
Raymond Stickel, Jr. — 1944 Trustee	2005	Retired Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche	117	None
Other Officers
Russell C. Burk — 1958 Senior Vice President and Senior Officer	2005	Senior Vice President and Senior Officer, The 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.) 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, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, 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 and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Aim Advisers, Inc. and Van Kampen Investments 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
Karen Dunn Kelley — 1960 Vice President	2003	Head of Invesco’s World Wide Fixed Income and Cash Management Group; Director, Co-President, Co-Chief Executive Officer, and Co-Chairman, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Chairman, Invesco Senior Secured Management, Inc.; Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Invesco Mortgage Capital Inc., and Invesco Management Company Limited; Director and President, INVESCO Asset Management (Bermuda) Ltd., Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); and 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: Director, INVESCO Global Asset Management Limited and INVESCO Management S.A.; Senior Vice President, Van Kampen Investments Inc. and Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); 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

T-3                         Invesco Global Real Estate Income Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Other Officers—(continued)
Sheri Morris — 1964 Vice President, Treasurer and Principal Financial Officer	2003	Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); and Vice President, 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: Vice President, Invesco Aim 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.; and Treasurer, 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	N/A	N/A
Crissie M. Wisdom — 1969 Anti-Money Laundering Compliance Officer	2013	Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser), Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.), Invesco Distributors, Inc., Invesco Investment Services, Inc., Invesco Management Group, Inc., Van Kampen Exchange Corp., The Invesco Funds, Invesco Funds (Chicago), and 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; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, 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.) 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; Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) and Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) Formerly: Chief Compliance Officer, Invesco Funds (Chicago); Senior Vice President, Van Kampen Investments Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment adviser), Invesco Global Asset Management (N.A.), Inc., Invesco Senior Secured Management, Inc. (registered investment adviser), Van Kampen Investor Services Inc., 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; and 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 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Investment Adviser Invesco Advisers, Inc. 1555 Peachtree Street, N.E. Atlanta, GA 30309	Distributor Invesco Distributors, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Auditors PricewaterhouseCoopers LLP 1201 Louisiana Street, Suite 2900 Houston, TX 77002-5678
Counsel to the Fund Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103-7018	Counsel to the Independent Trustees Goodwin Procter LLP 901 New York Avenue, N.W. Washington, D.C. 20001	Transfer Agent Invesco Investment Services, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Custodian State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110-2801

T-4                         Invesco Global Real Estate Income Fund

Invesco mailing information

Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.

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 shown below.

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 most recent 12-month period ended June 30 is available at 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 US 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.

SEC file numbers: 811-09913 and 333-36074                     GREI-AR-1                     Invesco Distributors, Inc.

Letters to Shareholders

Dear Shareholders: Enclosed in this annual report, you’ll find information about your Fund and the factors that affected its performance during the reporting period. Inside, you’ll also find a discussion from your portfolio managers about how they managed your Fund, as well as performance data for your Fund, a complete list of your Fund’s investments as of the close of the reporting period and other important information. I hope you find this report of interest. During the reporting period covered by this report, major US equity indexes made multiyear or even all-time highs.1 Economic data were generally positive; housing and consumer spending data were particularly encouraging. Nonetheless, economic uncertainty and concern about continuing political and budget gridlock in Washington persisted. The US Federal Reserve’s deliberate vagueness about when, and to what degree, it might begin to curtail its extraordinarily accommodative monetary policies – together with uncertainty about

who will next lead the central bank – affected fixed income and equity markets alike. Most developed, non-US stock markets remained positive for the first half of 2013, despite a difficult second quarter. Periods of market volatility and economic uncertainty can weaken the will of even the most resolute investor. That’s why Invesco believes it’s often helpful to work with a skilled and trusted financial adviser who can emphasize the importance of adhering to an investment plan designed to achieve long-term goals rather than being sidetracked by short-term uncertainty that can result in inaction. A financial adviser who is familiar with your individual financial situation, investment goals and risk tolerance can be an invaluable partner as you work toward your financial goals. He or she can provide insight and perspective when markets are volatile; encouragement and reassurance when times are uncertain; and advice and guidance when your financial situation or investment goals change. Our website, invesco.com/us, is another source of timely insight and information for investors. On the website, you’ll find fund-specific as well as more general information from many of Invesco’s investment professionals. You’ll find in-depth articles, video clips and audio commentaries – and, of course, you also can access information about your Invesco account whenever it’s convenient for you.

What we mean by Intentional Investing

At Invesco, all of our people and all of our resources are dedicated to helping investors achieve their financial objectives. It’s a philosophy we call Intentional Investing, and it guides the way we:

n Manage investments – Our dedicated investment professionals search the world for the best opportunities, and each investment team follows a clear, disciplined process to build portfolios and mitigate risk.

n Provide choices – We offer multiple investment strategies, allowing you and your financial adviser to build a portfolio that’s purpose-built for your needs.

n Connect with you – We’re committed to giving you the expert insights you need to make informed investing decisions, and we are well-equipped to provide high-quality support for investors and advisers.

At Invesco, we believe in putting investors first. That’s why investment management is all we do. Our sole focus on managing your money allows you and your financial adviser to build a portfolio of Invesco funds appropriate for your investment needs and goals today and when your circumstances change.

Have questions?

For questions about your account, feel free to contact an Invesco client services representative at 800 959 4246. For Invesco-related questions or comments, please email me directly at phil@invesco.com.

All of us at Invesco look forward to serving your investment management needs for many years to come. Thank you for investing with us.

Sincerely,

Philip Taylor

Senior Managing Director, Invesco Ltd.

1 Source: Reuters

2 Invesco Growth and Income Fund

Dear Fellow Shareholders: The Invesco Funds Board has worked on a variety of issues over the last several months, and I’d like to take this opportunity to discuss two that affect you and our fellow fund shareholders. The first issue on which your Board has been working is our annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This annual review, which is required by the Investment Company Act of 1940, focuses on the nature and quality of the services Invesco provides as adviser to the Invesco Funds and the reasonableness of the fees that it charges for those services. Each year, we spend months reviewing detailed information that we request from Invesco that allows us to evaluate its services and fees. We also use information from many independent sources, including materials provided by the independent Senior Officer of the Invesco Funds, who reports directly to the independent Trustees on the Board. Additionally, we meet with independent

legal counsel and review performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field.

I’m pleased to report that the Board determined in June that renewing the investment advisory agreement and the sub-advisory contracts with Invesco Advisers and its affiliates would serve the best interests of each fund and its shareholders.

The second area of focus to highlight is the Board’s efforts to ensure that we provide a lineup of funds that allow financial advisers to build portfolios that meet shareholders’ changing financial needs and goals. Today, more and more investors are reaching, or approaching, retirement. But interest rates remain low, making it difficult for many investors to generate the income they need, or will soon need, in their retirement years.

The members of your Board think about these things, too, and we’ve worked with Invesco Advisers to provide more income-generating options in the Invesco Funds lineup to help shareholders potentially meet their income needs. Your Board recently approved changes to three existing equity mutual funds, increasing their focus on generating income while also seeking to provide long-term growth of capital.

As a result of these changes, the funds and their respective management teams now have more flexibility to invest in the types of securities that could meet investors’ growing need for income generation, and in some cases, also help investors diversify their sources of income. These equity funds complement an array of fixed-income, asset allocation and alternative investment options in the Invesco Funds lineup designed to accommodate a variety of risk tolerances.

Be assured that your Board will continue working on behalf of fund shareholders, keeping your needs and interests uppermost in our minds.

As always, please contact me at bruce@brucecrockett.com with any questions or concerns you may have. On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.

Sincerely,

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

3 Invesco Growth and Income Fund

Management’s Discussion of Fund Performance

Performance summary

For the fiscal year ended August 31, 2013, Class A shares of Invesco Growth and Income Fund, at net asset value (NAV), outperformed the Russell 1000 Value Index, the Fund’s style-specific benchmark. Both sector allocation and stock selection positively impacted overall performance.

Your Fund’s long-term performance appears later in this report.

Fund vs. Indexes

Total returns, 8/31/12 to 8/31/13, 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	23.57	%
Class B Shares	23.57
Class C Shares	22.63
Class R Shares	23.26
Class Y Shares	23.86
Class R5 Shares	23.96
Class R6 Shares*	24.05
S&P 500 Index‚ (Broad Market Index)	18.70
Russell 1000 Value Indexn(Style-Specific Index)	23.10
Lipper Large-Cap Value Funds Index¨(Peer Group Index)	23.03

Source(s): ^‚Invesco, S&P-Dow Jones via FactSet Research Systems Inc.;

ⁿ Invesco, Russell via FactSet Research Systems Inc.; ¨Lipper Inc.

* Share class incepted during the reporting period. See page 7 for a detailed explanation of Fund performance.

How we invest

We call our investment philosophy within stock investing “value with a catalyst.” We believe undervalued companies that 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 undervalued, under-earning relative to their potential and out of favor with investors. 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, which look at valuation and rate of return 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 perceived market skepticism 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

The fiscal year ended August 31, 2013, began with some downward volatility in US equity markets. Starting in the fall of 2012, markets began an upward trend that continued through much of the reporting period. In early fall, the European Central Bank implemented new measures to support member economies and the US Federal Reserve (the Fed) initiated a third round of quantitative easing (QE), or fiscal stimulus, which caused consumer sentiment to improve. Uncertainty surrounding US election results, “fiscal cliff” negotiations and sequestration spending cuts in early 2013, however, made many businesses hesitant to spend during the first quarter of the year. However, for the first time in years, markets appeared willing to look past headline events.

    From late May through June, the capital markets began a sell-off following Fed Chairman Ben Bernanke’s comments about reducing QE. Since December 2012, the Fed has purchased $85 billion¹ of US Treasuries and mortgage-backed securities each month to increase liquidity and ensure low long-term interest rates in an effort to spur the housing and real estate markets. Few asset classes were immune from this broad sell-off, which caused bonds, stocks and commodities to decline. Precious metals were particularly hard hit, and fixed-income investors scrambled to sell bonds in anticipation of higher yields. The markets stabilized in mid-summer; however, August brought more selling in the equity and bond markets and yields continued to rise.

    Most US equity market indexes delivered double-digit gains and all sectors of

Portfolio Composition
By sector
Financials	27.6	%
Health Care	14.3
Information Technology	11.7
Consumer Discretionary	10.9
Consumer Staples	9.8
Energy	8.9
Industrials	7.9
Telecommunication Services	2.2
Materials	2.0
Utilities	1.7
Money Market Funds
Plus Other Assets Less Liabilities	3.0

	Top 10 Equity Holdings*
1.	JPMorganChase & Co.	4.2	%
2.	CitigroupInc.	3.5
3.	ViacomInc.-Class B	2.9
4.	GeneralElectric Co.	2.9
5.	AvonProducts, Inc.	2.4
6.	MicrosoftCorp.	2.2
7.	Marsh& McLennan Cos., Inc.	2.2
8.	MorganStanley	2.2
9.	PNC Financial Services Group, Inc.	2.2
10.	TimeWarner Cable Inc.	2.0

Total Net Assets	$	8.2 billion
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.

5 Invesco Growth and Income Fund

the Russell 1000 Value Index posted positive returns, with the exception of the telecommunication services sector, which posted a slightly negative return.

    Strong stock selection within the financials sector was a large contributor to relative Fund performance versus the style-specific benchmark. Notably, the lack of exposure to real estate was also a large driver of Fund performance, as the real estate industry posted negative performance for the reporting period. Within the diversified financials industry, JPMorgan Chase and Citigroup were top performers on a relative and absolute basis.

    Stock selection and a material underweight position in the energy sector were also large contributors to Fund performance for the reporting period. Chevron, an integrated energy company, and Halliburton, an oil and gas services company, were among the top performing holdings for the Fund. One of the largest contributors to relative Fund performance was a material underweight position in Exxon Mobil versus the Russell 1000 Value Index, as the stock delivered low single-digit returns for the reporting period, underperforming both the energy sector and the style-specific benchmark.

    Strong stock selection and an underweight position in the materials sector was another driver of relative Fund performance versus the style-specific benchmark. Notably, paint and glass company PPG Industries was a top contributor in this sector, as the company had improved earnings throughout the reporting period and acquired a coatings business that investors viewed as favorable. Additionally, not owning precious metals and minerals stocks contributed to the Fund’s performance versus the style-specific benchmark, as those stocks suffered due to a sell-off in gold and precious metals during much of 2013.

    Stock selection and an underweight position in the telecommunication services sector versus the style-specific benchmark also helped the Fund’s relative performance. Not owning AT&T was the largest driver of relative performance, as the stock posted negative returns for the reporting period.

    A material underweight position in the utilities sector was also a contributor to relative Fund performance, as it was the second-worst performing sector for the style-specific benchmark.

    Stock selection and an overweight position in the health care sector also contributed to relative performance. Health care equipment and services companies like Cigna and Wellpoint were top performers for the Fund.

    On the opposite side of the spectrum, stock selection within the information technology sector detracted from relative performance. Specifically, within the software and services industry, non-benchmark holdings such as Microsoft and Western Union (no longer held by the Fund) underperformed the style-specific benchmark and sector. Having little exposure to technology hardware and equipment companies hurt relative performance, as the industry generally performed well over the reporting period.

    The Fund attempts to remain fully invested, targeting cash below 5% under normal market environments. Even though we had an average cash position within our acceptable range during the reporting period, cash detracted from Fund performance in a strong equity market.

    Stock selection and an underweight position in the industrials sector also detracted from relative Fund performance versus the style-specific benchmark. More specifically, select holdings within capital goods and commercial and professional services detracted the most from performance.

    Stock selection in the consumer discretionary sector also hurt relative performance. Strong stock selection within the media industry was offset by the negative effects of stock selection and having little exposure to the automobiles industry, which performed well during the reporting period.

    We used currency forward contracts during the reporting period for the purpose of hedging currency exposure of non-US-based companies held in the Fund. Derivatives were used primarily for the purpose of hedging and not for speculative purposes or leverage. The use of currency forward contracts had a slight positive impact on the Fund’s performance relative to the Russell 1000 Value Index for the reporting period.

    Equity markets, although providing investors strong absolute returns, experienced continued volatility during the reporting period. We believe that market volatility creates opportunities to invest in companies with attractive valuations and strong fundamentals. We believe that ultimately those valuations and fundamentals will be reflected in those companies’ stock prices.

    Thank you for your investment in Invesco Growth and Income Fund and for sharing our long-term investment horizon.

1 Source: US Federal Reserve

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, if applicable, index disclosures later in this report.

	Thomas Bastian Chartered Financial Analyst, portfolio manager, is lead manager of Invesco Growth and Income Fund. He joined Invesco in 2010.
Mr. Bastian earned a BA in accounting from St. John’s University and an MBA in finance from University of Michigan.

	Mary Jane Maly Chartered Financial Analyst, portfolio manager, is manager of Invesco Growth and Income Fund. She joined Invesco in 2010.
Ms. Maly earned a BA from the University of Pittsburgh and an MBA from the Thunderbird School of Global Management.

	Sergio Marcheli Portfolio manager, is manager of Invesco Growth and Income Fund. He joined Invesco in 2010. Mr. Marcheli earned a
BBA from the University of Houston and an MBA from the University of St. Thomas.

	James Roeder Chartered Financial Analyst, portfolio manager, is manager of Invesco Growth and Income Fund. He joined Invesco in 2010.
Mr. Roeder earned a BS in accounting from Clemson University and an MBA in economics and finance from the University of Chicago Booth School of Business.

5 Invesco Growth and Income Fund

Your Fund’s Long-Term Performance

Results of a $10,000 Investment — Oldest Share Class(es)

Fund and index data from 8/31/03

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.

continued from page 8

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.

6 Invesco Growth and Income Fund

Average Annual Total Returns
As of 8/31/13, including maximum applicable sales charges
Class A Shares
Inception (8/1/46)	9.40	%
10 Years	7.21
5 Years	6.32
1 Year	16.79
Class B Shares
Inception (8/2/93)	9.42	%
10 Years	7.60
5 Years	7.22
1 Year	18.57
Class C Shares
Inception (8/2/93)	8.94	%
10 Years	7.02
5 Years	6.74
1 Year	21.63
Class R Shares
Inception (10/1/02)	8.64	%
10 Years	7.54
5 Years	7.26
1 Year	23.26
Class Y Shares
Inception (10/19/04)	7.46	%
5 Years	7.79
1 Year	23.86
Class R5 Shares
10 Years	7.95	%
5 Years	7.81
1 Year	23.96
Class R6 Shares
10 Years	7.86	%
5 Years	7.62
1 Year	24.05

Effective June 1, 2010, Class A, Class B, Class C, Class R and Class I shares of the predecessor fund, Van Kampen Growth and Income 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 (renamed Invesco 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 Growth and Income Fund. Share class returns will differ from the predecessor fund because of different expenses.

    Class R5 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

Average Annual Total Returns
As of 6/30/13, the most recent calendar quarter end, including maximum applicable sales charges
Class A Shares
Inception (8/1/46)	9.40	%
10 Years	7.37
5 Years	6.20
1 Year	18.40
Class B Shares
Inception (8/2/93)	9.40	%
10 Years	7.75
5 Years	7.08
1 Year	20.22
Class C Shares
Inception (8/2/93)	8.93	%
10 Years	7.19
5 Years	6.63
1 Year	23.34
Class R Shares
Inception (10/1/02)	8.60	%
10 Years	7.70
5 Years	7.15
1 Year	24.93
Class Y Shares
Inception (10/19/04)	7.37	%
5 Years	7.67
1 Year	25.57
Class R5 Shares
10 Years	8.10	%
5 Years	7.67
1 Year	25.68
Class R6 Shares
10 Years	8.01	%
5 Years	7.49
1 Year	25.70

fees applicable to Class A shares. Class A share performance reflects any applicable fee waivers or expense reimbursements.

    Class R6 shares incepted on September 24, 2012. Performance shown prior to that date is that of the Fund’s and the predecessor fund’s Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A share 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, Class R5 and Class R6 shares was 0.84%, 0.84%, 1.56%, 1.09%, 0.59%, 0.47% and 0.39%, 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, Class R5 and Class R6 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 Growth and Income Fund

Invesco 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, 2013, 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 Class B shares may not be purchased for new or additional investments. Please see the prospectus for more information.

n Class R shares are generally available only to employer sponsored retirement and benefit 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 Class R5 shares and Class R6 shares are primarily intended for employer sponsored retirement and benefit plans that meet certain standards and for institutional investors. On September 24, 2012, Institutional Class shares were renamed Class R5 shares. Please see the prospectus for more information.

Principal risks of investing in the Fund

n Management risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.

n Market risk. The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment, general economic and market conditions, regional or global instability, and currency and interest rate fluctuations.

n Foreign risk. The risks of investing in securities of foreign issuers, including emerging markets 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 real estate investment trust (REITs) risk. 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 certain other expenses. In addition, REITs depend upon specialized management skills, may be less diversified, may have lower trading volume, and may be subject to more abrupt or erratic price movements than the overall securities markets.

n Small- and mid-capitalization risk. Stocks of small and mid-sized companies tend to be more vulnerable to adverse developments in the above factors and may have little or no operating history or track record of success, and limited product lines, markets, management and financial resources. The securities of small and mid-sized companies may be more volatile due to less market interest and less publicly available information about the issuer. They also may be illiquid or restricted as to resale, or may trade less frequently and in smaller volumes, all of which may cause difficulty when establishing or closing a position at a desirable price.

n Derivatives risk. The performance of derivative instruments is tied to the performance of an underlying currency, security, index or other instrument. In addition to risks relating to their underlying instruments, the use of derivatives may include other, possibly greater, risks. Derivatives involve costs, may be volatile, and may involve a small initial investment relative to the risk assumed. Risks associated with the use of derivatives include counterparty, leverage, correlation, liquidity, tax, market, interest rate and management risks. Derivatives may also be more difficult to purchase, sell or value than other investments. The Fund may lose more than the cash amount invested on investments in derivatives. Investors should bear in mind that, while the Fund intends to use derivative strategies, it is not obligated to actively engage in these transactions, generally or in any particular kind of derivative, if the investment manager elects not to do so due to availability, cost, market conditions or other factors.

n Value investing style risk. 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 underpriced.

About indexes used in this report

n The S&P 500^® Index is an unmanaged index considered representative of the US 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 index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index(es).

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 6

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
Class R5 Shares	ACGQX
Class R6 Shares	GIFFX

8 Invesco Growth and Income Fund

Schedule of Investments^(a)

August 31, 2013

	Shares		Value
Common Stocks & Other Equity Interests–97.03%
Aerospace & Defense–0.65%
General Dynamics Corp.		639,407	$	53,230,633
Agricultural Products–1.36%
Archer-Daniels-Midland Co.		3,163,128		111,373,737
Application Software–1.56%
Adobe Systems Inc.(b)		2,804,304		128,296,908
Asset Management & Custody Banks–2.23%
Northern Trust Corp.		1,413,080		77,535,700
State Street Corp.		1,586,368		105,842,473
				183,378,173
Automobile Manufacturers–1.24%
General Motors Co.(b)		2,996,457		102,119,255
Biotechnology–1.68%
Amgen Inc.		1,263,481		137,643,620
Cable & Satellite–3.96%
Comcast Corp.–Class A		3,776,736		158,962,818
Time Warner Cable Inc.		1,544,604		165,813,240
				324,776,058
Diversified Banks–2.42%
Comerica Inc.		2,065,976		84,374,460
Wells Fargo & Co.		2,775,106		114,001,354
				198,375,814
Diversified Chemicals–2.02%
Dow Chemical Co. (The)		2,842,563		106,311,856
PPG Industries, Inc.		379,036		59,209,214
				165,521,070
Electric Utilities–1.74%
Edison International		856,789		39,318,047
FirstEnergy Corp.		745,343		27,928,002
Pinnacle West Capital Corp.		1,398,696		75,907,232
				143,153,281
Electronic Components–0.71%
Corning Inc.		4,125,033		57,915,463
Food Distributors–1.22%
Sysco Corp.		3,128,744		100,182,383
Health Care Equipment–1.50%
Medtronic, Inc.		2,382,055		123,271,346
Home Improvement Retail–0.72%
Home Depot, Inc. (The)		790,542		58,887,474
Hotels, Resorts & Cruise Lines–1.04%
Carnival Corp.		2,355,098		84,995,487

	Shares		Value
Household Products–1.51%
Procter & Gamble Co. (The)		1,595,225	$	124,252,075
Industrial Conglomerates–2.85%
General Electric Co.		10,095,151		233,601,794
Industrial Machinery–1.06%
Ingersoll-Rand PLC		1,475,477		87,259,710
Insurance Brokers–3.81%
Aon PLC		1,178,969		78,259,962
Marsh & McLennan Cos., Inc.		4,305,329		177,508,715
Willis Group Holdings PLC		1,373,230		56,686,934
				312,455,611
Integrated Oil & Gas–3.58%
Chevron Corp.		1,270,997		153,066,169
Exxon Mobil Corp.		955,468		83,278,591
Occidental Petroleum Corp.		653,841		57,675,314
				294,020,074
Integrated Telecommunication Services–0.53%
Verizon Communications Inc.		925,492		43,849,811
Internet Software & Services–1.89%
eBay Inc.(b)		3,104,938		155,215,851
Investment Banking & Brokerage–4.44%
Charles Schwab Corp. (The)		5,833,112		121,795,378
Goldman Sachs Group, Inc. (The)		433,953		66,017,270
Morgan Stanley		6,862,092		176,767,490
				364,580,138
IT Consulting & Other Services–1.09%
Amdocs Ltd.		2,434,385		89,731,431
Managed Health Care–3.96%
Cigna Corp.		1,119,189		88,068,982
UnitedHealth Group Inc.		1,379,016		98,930,608
WellPoint, Inc.		1,618,963		137,838,510
				324,838,100
Movies & Entertainment–3.50%
Time Warner Inc.		840,798		50,893,503
Viacom Inc.–Class B		2,966,924		236,048,473
				286,941,976
Oil & Gas Equipment & Services–1.82%
Baker Hughes Inc.		1,659,698		77,159,360
Halliburton Co.		1,503,910		72,187,680
				149,347,040
Oil & Gas Exploration & Production–2.72%
Anadarko Petroleum Corp.		1,365,103		124,797,716
Canadian Natural Resources Ltd. (Canada)		3,241,428		98,907,715
				223,705,431

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

9                         Invesco Growth and Income Fund

	Shares		Value
Oil & Gas Storage & Transportation–0.73%
Williams Cos., Inc. (The)		1,660,545	$	60,178,151
Other Diversified Financial Services–8.92%
Bank of America Corp.		4,632,925		65,416,901
Citigroup Inc.		5,876,224		283,997,906
ING U.S. Inc.		1,304,267		37,562,890
JPMorgan Chase & Co.		6,835,291		345,387,254
				732,364,951
Packaged Foods & Meats–2.30%
Mondelez International Inc.–Class A		4,744,110		145,501,854
Unilever N.V.–New York Shares (Netherlands)		1,148,927		43,234,123
				188,735,977
Personal Products–2.44%
Avon Products, Inc.		10,142,582		200,518,846
Pharmaceuticals–7.18%
Bristol-Myers Squibb Co.		1,866,345		77,807,923
Eli Lilly & Co.		1,811,050		93,087,970
Merck & Co., Inc.		3,133,741		148,194,612
Novartis AG (Switzerland)		1,315,673		95,946,274
Novartis AG–ADR (Switzerland)		119,384		8,712,644
Pfizer Inc.		3,366,872		94,979,459
Teva Pharmaceutical Industries Ltd.– ADR (Israel)		1,857,913		71,009,435
				589,738,317
Property & Casualty Insurance–0.79%
Chubb Corp. (The)		777,703		64,681,558
Publishing–0.50%
Thomson Reuters Corp. (Canada)		1,264,444		41,439,862
Railroads–0.81%
CSX Corp.		2,697,464		66,384,589
Regional Banks–4.18%
BB&T Corp.		2,588,691		87,911,946
Fifth Third Bancorp		4,273,634		78,164,766

	Shares		Value
Regional Banks–(continued)
PNC Financial Services Group, Inc.		2,445,707	$	176,751,245
				342,827,957
Security & Alarm Services–2.53%
ADT Corp. (The)		1,996,135		79,506,057
Tyco International Ltd.		3,883,770		128,319,761
				207,825,818
Semiconductor Equipment–1.87%
Applied Materials, Inc.		10,222,963		153,446,675
Semiconductors–1.02%
Texas Instruments Inc.		2,194,732		83,838,762
Soft Drinks–0.92%
Coca-Cola Co. (The)		1,989,010		75,940,402
Specialized Finance–0.81%
CME Group Inc.–Class A		938,216		66,716,540
Systems Software–3.51%
Microsoft Corp.		5,348,829		178,650,888
Symantec Corp.		4,279,226		109,590,978
				288,241,866
Wireless Telecommunication Services–1.71%
Vodafone Group PLC–ADR (United Kingdom)		4,333,866		140,200,565
Total Common Stocks & Other Equity Interests (Cost $6,025,353,935)				7,966,000,580
Money Market Funds–2.99%
Liquid Assets Portfolio–Institutional Class(c)		122,624,468		122,624,468
Premier Portfolio–Institutional Class(c)		122,624,467		122,624,467
Total Money Market Funds (Cost $245,248,935)				245,248,935
TOTAL INVESTMENTS–100.02% (Cost $6,270,602,870)				8,211,249,515
OTHER ASSETS LESS LIABILITIES–(0.02)%				(1,506,614	)
NET ASSETS–100.00%			$	8,209,742,901

Investment Abbreviations:

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 Growth and Income Fund

Statement of Assets and Liabilities

August 31, 2013

Assets:
Investments, at value (Cost $6,025,353,935)	$	7,966,000,580
Investments in affiliated money market funds, at value and cost		245,248,935
Total investments, at value (Cost $6,270,602,870)		8,211,249,515
Foreign currencies, at value (Cost $22)		22
Receivable for:
Fund shares sold		8,509,250
Dividends		16,452,239
Fund expenses absorbed		6,102
Foreign currency contracts outstanding		1,634,238
Investment for trustee deferred compensation and retirement plans		74,554
Other assets		77,311
Total assets		8,238,003,231
Liabilities:
Payable for:
Investments purchased		12,725,451
Fund shares reacquired		9,281,860
Accrued fees to affiliates		5,577,198
Accrued trustees’ and officers’ fees and benefits		18,898
Accrued other operating expenses		134,466
Trustee deferred compensation and retirement plans		522,457
Total liabilities		28,260,330
Net assets applicable to shares outstanding	$	8,209,742,901
Net assets consist of:
Shares of beneficial interest	$	6,167,962,323
Undistributed net investment income		32,190,683
Undistributed net realized gain		67,307,874
Unrealized appreciation		1,942,282,021
	$	8,209,742,901

Net Assets:
Class A	$	4,766,859,776
Class B	$	101,722,935
Class C	$	289,458,048
Class R	$	170,691,045
Class Y	$	1,826,645,769
Class R5	$	718,816,358
Class R6	$	335,548,970
Shares outstanding, $0.01 par value per share, with an unlimited number of shares authorized:
Class A		191,259,834
Class B		4,109,924
Class C		11,727,418
Class R		6,846,755
Class Y		73,229,759
Class R5		28,792,024
Class R6		13,435,696
Class A:
Net asset value per share	$	24.92
Maximum offering price per share
(Net asset value of $24.92 ¸ 94.50%)	$	26.37
Class B:
Net asset value and offering price per share	$	24.75
Class C:
Net asset value and offering price per share	$	24.68
Class R:
Net asset value and offering price per share	$	24.93
Class Y:
Net asset value and offering price per share	$	24.94
Class R5:
Net asset value and offering price per share	$	24.97
Class R6:
Net asset value and offering price per share	$	24.97

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

11                         Invesco Growth and Income Fund

Statement of Operations

For the year ended August 31, 2013

Investment income:
Dividends (net of foreign withholding taxes of $1,098,948)	$	164,653,401
Dividends from affiliated money market funds		469,510
Total investment income		165,122,911
Expenses:
Advisory fees		26,869,282
Administrative services fees		706,779
Custodian fees		199,607
Distribution fees:
Class A		11,277,889
Class B		287,654
Class C		2,714,672
Class R		800,153
Transfer agent fees — A, B, C, R and Y		12,588,307
Transfer agent fees — R5		659,947
Transfer agent fees — R6		6,827
Trustees’ and officers’ fees and benefits		259,817
Other		970,469
Total expenses		57,341,403
Less: Fees waived and expense offset arrangement(s)		(661,539	)
Net expenses		56,679,864
Net investment income		108,443,047
Realized and unrealized gain (loss) from:
Net realized gain (loss) from:
Investment securities (includes net gains from securities sold to affiliates of $555,165 and net gains from a redemption-in-kind of $32,433,272)		350,816,899
Foreign currencies		(1,997	)
Foreign currency contracts		(2,410,724	)
Option contracts written		1,183,509
		349,587,687
Change in net unrealized appreciation of:
Investment securities		1,107,519,556
Foreign currencies		1,138
Foreign currency contracts		5,255,384
		1,112,776,078
Net realized and unrealized gain		1,462,363,765
Net increase in net assets resulting from operations	$	1,570,806,812

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

12                         Invesco Growth and Income Fund

Statement of Changes in Net Assets

For the years ended August 31, 2013 and 2012

	2013			2012
Operations:
Net investment income	$	108,443,047		$	118,111,860
Net realized gain		349,587,687			118,506,049
Change in net unrealized appreciation		1,112,776,078			759,000,887
Net increase in net assets resulting from operations		1,570,806,812			995,618,796
Distributions to shareholders from net investment income:
Class A		(67,443,335	)		(59,605,705	)
Class B		(1,795,917	)		(2,152,331	)
Class C		(2,104,718	)		(1,777,886	)
Class R		(1,994,383	)		(1,802,136	)
Class Y		(28,763,044	)		(25,675,865	)
Class R5		(11,863,944	)		(8,285,467	)
Class R6		(2,246,832	)		—
Total distributions from net investment income		(116,212,173	)		(99,299,390	)
Share transactions–net:
Class A		(374,596,526	)		(444,348,164	)
Class B		(45,861,702	)		(67,147,189	)
Class C		(17,556,960	)		(36,595,581	)
Class R		(7,843,983	)		(19,883,547	)
Class Y		(1,106,001	)		(243,908,937	)
Class R5		(101,402,342	)		329,867,182
Class R6		308,180,509			—
Net increase (decrease) in net assets resulting from share transactions		(240,187,005	)		(482,016,236	)
Net increase in net assets		1,214,407,634			414,303,170
Net assets:
Beginning of year		6,995,335,267			6,581,032,097
End of year (includes undistributed net investment income of $32,190,683 and $39,825,760, respectively)	$	8,209,742,901		$	6,995,335,267

Notes to Financial Statements

August 31, 2013

NOTE 1—Significant Accounting Policies

Invesco Growth and Income Fund (the “Fund”) is a series portfolio of AIM Counselor Series Trust (Invesco 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 twelve 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 to seek income and 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, Class R5 and Class R6. On September 24, 2012, Institutional Class shares were renamed Class R5 shares and the Fund began offering Class R6 shares. 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, Class R5 and Class R6 shares are sold at net asset value. Effective November 30, 2010, new or additional investments in Class B shares are no longer permitted. Existing shareholders of Class B shares may continue to reinvest dividends and capital gains distributions in Class B shares until they convert to Class A shares. 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 to Class A shares. 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. Redemption of Class B shares prior to the conversion date will be subject to a CDSC.

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

13                         Invesco Growth and Income Fund

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 (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the 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 the Adviser determines 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’ prices 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 economic 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 became 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 net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s 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, if any, are declared and paid quarterly and are recorded on the ex-dividend date. Distributions from net realized capital gain, if any, are generally declared and paid annually and recorded on the ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.

14                         Invesco Growth and Income Fund

E. Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (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 Class R5 and Class R6 are allocated to each share class based on relative net assets. Sub-accounting fees attributable to Class R5 are charged to the operations of the 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 June 1, 2010, incremental transfer agency fees which were unique to each class of shares 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 the 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. 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.

K. Call Options Written — The Fund may write covered call options. A covered 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 covered 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 covered call 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 covered 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.

15                         Invesco Growth and Income Fund

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 Daily Net Assets	Rate
First $150 million		0.50%
Next $100 million		0.45%
Next $100 million		0.40%
Over $350 million		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 Canada 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(s) 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 June 30, 2014, to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed below) of Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6 shares to 2.00%, 2.75%, 2.75%, 2.25%, 1.75%, 1.75% and 1.75% 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 total annual fund operating expenses after fee waiver 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, including litigation expenses; 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, 2014. The Adviser did not waive fees and/or reimburse expenses under this expense limitation.

Further, the Adviser has contractually agreed, through at least June 30, 2014, 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, 2013, the Adviser waived advisory fees of $656,070.

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, 2013, 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, 2013, expenses incurred under the agreement 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, Class B, Class C 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.

For the year ended August 31, 2013, 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 year ended August 31, 2013, IDI advised the Fund that IDI retained $434,308 in front-end sales commissions from the sale of Class A shares and $440, $76,537 and $4,805 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders.

For the year ended August 31, 2013, the Fund incurred $43,120 in brokerage commissions with Invesco Capital Markets, Inc., an affiliate of the Adviser and IDI, for portfolio transactions executed on behalf of the Fund.

Certain officers and trustees of the Trust are officers and directors of the Adviser, 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

16                         Invesco Growth and Income Fund

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, 2013. 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	$	8,211,249,515	$	—	$	—	$	8,211,249,515
Foreign Currency Contracts*		—		1,634,238		—		1,634,238
Total Investments	$	8,211,249,515	$	1,634,238	$	—	$	8,212,883,753

* Unrealized appreciation.

NOTE 4—Derivative Investments

Value of Derivative Investments at Period-End

The table below summarizes the value of the Fund’s derivative investments, detailed by primary risk exposure, held as of August 31, 2013:

	Value
Risk Exposure/Derivative Type	Assets		Liabilities
Currency Risk
Foreign Currency Contracts(a)	$	2,074,605	$	(440,367	)

^(a)  Values are disclosed on the Statement of Assets and Liabilities under the caption Foreign currency contracts outstanding.

Effect of Derivative Investments for the year ended August 31, 2013

The table below summarizes the gains (losses) on derivative investments, detailed by primary risk exposure, recognized in earnings during the period:

	Location of Gain (Loss) on Statement of Operations
	Foreign Currency Contracts*			Options*
Realized Gain (Loss)
Currency risk	$	(2,410,724	)	$	—
Equity risk		—			1,183,509
Change in Unrealized Appreciation
Currency risk		5,255,384			—
Total	$	2,844,660		$	1,183,509

* The average notional value of foreign currency contracts and option contracts outstanding during the period was $300,125,315 and $13,889,917, respectively.

Open Foreign Currency Contracts at Period End
Settlement Date	Counterparty	Contract to						Notional Value		Unrealized Appreciation (Depreciation)
		Deliver			Receive
09/27/13	Bank of New York Mellon (The)		CAD	57,351,805		USD	54,558,933	$	54,409,863	$	149,070
09/27/13	State Street Bank & Trust Co.		CAD	51,888,940		USD	49,345,195		49,227,224		117,971
09/27/13	Bank of New York Mellon (The)		CHF	34,075,828		USD	37,134,605		36,630,875		503,730
09/27/13	State Street Bank & Trust Co.		CHF	40,633,541		USD	44,253,234		43,680,294		572,940
09/27/13	Bank of New York Mellon (The)		EUR	25,284,122		USD	33,848,233		33,419,672		428,561
09/27/13	State Street Bank & Trust Co.		GBP	62,519,726		USD	97,165,345		96,863,012		302,333
09/27/13	State Street Bank & Trust Co.		ILS	192,150,799		USD	52,579,230		53,019,597		(440,367	)
Total open foreign currency contracts										$	1,634,238

Currency Abbreviations:

CAD	– Canadian Dollar
EUR	– Euro
ILS	– Israeli Shekel

CHF	– Swiss Franc
GBP	– British Pound Sterling
USD	– U.S. Dollar

17                         Invesco Growth and Income Fund

Transactions During the Period
	Call Option Contracts
	Number of Contracts			Premiums Received
Beginning of period		—		$	—
Written		17,545			1,239,739
Closed		(2,915	)		(355,097	)
Expired		(14,630	)		(884,642	)
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 year ended August 31, 2013, the Fund engaged in securities purchases of $9,267,000 and securities sales of $1,830,371, which resulted in net realized gains of $555,165.

NOTE 6—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, 2013, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $5,469.

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 State Street Bank and Trust Company, the custodian bank. Such balances, if any at period end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. 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 9—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Years Ended August 31, 2013 and 2012:

	2013		2012
Ordinary income	$	116,212,173	$	99,299,390

Tax Components of Net Assets at Period-End:

	2013
Undistributed ordinary income	$	32,702,969
Undistributed long-term gain		78,191,768
Net unrealized appreciation — investments		1,934,942,936
Net unrealized appreciation — other investments		1,139
Temporary book/tax differences		(512,286	)
Capital loss carryforward		(3,545,948	)
Shares of beneficial interest		6,167,962,323
Total net assets	$	8,209,742,901

18                         Invesco Growth and Income Fund

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 Regulated Investment Company Modernization Act of 2010 eliminated the eight-year carryover period for capital losses that arise in taxable years beginning after its enactment date of December 22, 2010. Consequently, these capital losses can be carried forward for an unlimited period. However, capital losses with an expiration period may not be used to offset capital gains until all net capital losses without an expiration date have been utilized. Additionally, post-enactment capital loss carryovers will retain their character as either short-term or long-term capital losses instead of as short-term capital losses as under prior law. 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 $198,421,128 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, 2013, which expires as follows:

Capital Loss Carryforward*
Expiration	Short-Term		Long-Term		Total
August 31, 2016	$	3,545,948	$	—	$	3,545,948

* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code. To the extent that unrealized gains as of May 23, 2011, the date of reorganization of Invesco Fundamental Value Fund and Invesco Large Cap Relative Value Fund into the Fund, are realized on securities held in each fund at such date of reorganization, the capital loss carryforward may be further limited for up to five years from the date of the reorganization.

On November 30, 2012, 6,703,303 Class R5 shares, valued at $139,629,805, were redeemed by a significant shareholder and settled through a redemption-in-kind transaction, which resulted in a realized gain of $32,433,272 to the Fund for book purposes. From a Federal income tax perspective, the realized gains were not recognized.

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 year ended August 31, 2013 was $2,215,967,458 and $2,085,623,055, 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	$	1,977,300,793
Aggregate unrealized (depreciation) of investment securities		(42,357,857	)
Net unrealized appreciation of investment securities	$	1,934,942,936

Cost of investments for tax purposes is $6,276,306,579.

NOTE 11—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of a redemption-in-kind transaction, on August 31, 2013, undistributed net investment income was increased by $134,049, undistributed net realized gain was decreased by $32,496,968 and shares of beneficial interest was increased by $32,362,919. This reclassification had no effect on the net assets of the Fund.

19                         Invesco Growth and Income Fund

NOTE 12—Share Information

	Summary of Share Activity
	Years ended August 31,
	2013(a)						2012
	Shares			Amount			Shares			Amount
Sold:
Class A		21,889,645		$	507,265,364			39,465,171		$	726,104,891
Class B		80,985			1,873,907			85,550			1,608,658
Class C		893,335			20,882,198			780,206			14,906,715
Class R		1,604,065			37,088,413			2,320,089			43,705,629
Class Y		16,183,091			373,292,940			23,801,882			455,243,761
Class R5		11,429,384			261,754,743			21,780,068			422,884,733
Class R6(b)		14,418,821			332,177,637			—			—
Issued as reinvestment of dividends:
Class A		2,888,899			63,304,665			2,974,507			56,098,194
Class B		78,113			1,692,792			107,992			2,014,736
Class C		87,511			1,872,237			85,105			1,588,011
Class R		91,211			1,994,223			95,400			1,800,651
Class Y		1,250,788			27,518,735			1,308,768			24,683,678
Class R5		539,320			11,863,653			432,771			8,285,259
Class R6		97,673			2,246,832			—			—
Automatic conversion of Class B shares to Class A shares:
Class A		1,358,676			30,970,994			2,221,123			41,945,772
Class B		(1,368,129	)		(30,970,994	)		(2,219,631	)		(41,945,772	)
Reacquired:
Class A		(43,134,152	)		(976,137,549	)		(66,777,435	)		(1,268,497,021	)
Class B		(822,250	)		(18,457,407	)		(1,513,340	)		(28,824,811	)
Class C		(1,805,148	)		(40,311,395	)		(2,806,866	)		(53,090,307	)
Class R		(2,054,646	)		(46,926,619	)		(3,393,141	)		(65,389,827	)
Class Y		(17,592,305	)		(401,917,676	)		(37,428,967	)		(723,836,376	)
Class R5		(17,151,492	)		(375,020,738	)		(5,265,183	)		(101,302,810	)
Class R6		(1,080,798	)		(26,243,960	)		—			—
Net increase (decrease) in share activity		(12,117,403	)	$	(240,187,005	)		(23,945,931	)	$	(482,016,236	)

^(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 Fund 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 September 24, 2012.

20                         Invesco Growth and Income Fund

NOTE 13—Financial Highlights

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

	Net asset value, beginning of period		Net investment income(a)		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends from net investment income			Distributions from net realized gains			Total distributions			Net asset value, end of period		Total return			Net assets, end of period (000’s omitted)		Ratio of expenses to average net assets with fee waivers and/or  expenses absorbed			Ratio of expenses to average net assets without fee waivers and/or expenses absorbed			Ratio of net investment income to average net assets			Portfolio turnover(b)
Class A
Year ended 08/31/13	$	20.48	$	0.31	$	4.47		$	4.78		$	(0.34	)	$	—		$	(0.34	)	$	24.92		23.57	%(c)	$	4,766,860		0.81	%(d)		0.82	%(d)		1.37	%(d)		29	%
Year ended 08/31/12		18.01		0.32		2.42			2.74			(0.27	)		—			(0.27	)		20.48		15.33	(c)		4,266,135		0.83			0.84			1.66			25
Year ended 08/31/11		16.06		0.24		1.91			2.15			(0.20	)		—			(0.20	)		18.01		13.37	(c)		4,149,537		0.83			0.84			1.23			23
Nine months ended 08/31/10		17.19		0.18		(1.13	)		(0.95	)		(0.18	)		—			(0.18	)		16.06		(5.60	)(c)		4,122,779		0.74	(e)		0.74	(e)		1.36	(e)		23
Year ended 11/30/09		13.87		0.23		3.34			3.57			(0.25	)		—			(0.25	)		17.19		26.24	(f)		4,496,159		0.88			0.88			1.58			51
Year ended 11/30/08		22.72		0.33		(7.86	)		(7.53	)		(0.37	)		(0.95	)		(1.32	)		13.87		(35.05	)(f)		4,416,052		0.79			0.79			1.78			42
Class B
Year ended 08/31/13		20.34		0.31		4.44			4.75			(0.34	)		—			(0.34	)		24.75		23.57	(c)(g)		101,723		0.81	(d)(g)		0.82	(d)(g)		1.37	(d)(g)		29
Year ended 08/31/12		17.88		0.31		2.41			2.72			(0.26	)		—			(0.26	)		20.34		15.37	(c)(g)		124,930		0.81	(g)		0.82	(g)		1.68	(g)		25
Year ended 08/31/11		15.93		0.23		1.90			2.13			(0.18	)		—			(0.18	)		17.88		13.36	(c)(g)		173,129		0.83	(g)		0.84	(g)		1.23	(g)		23
Nine months ended 08/31/10		17.05		0.16		(1.12	)		(0.96	)		(0.16	)		—			(0.16	)		15.93		(5.69	)(c)(g)		231,193		0.89	(e)(g)		0.89	(e)(g)		1.21	(e)(g)		23
Year ended 11/30/09		13.76		0.22		3.32			3.54			(0.25	)		—			(0.25	)		17.05		26.32	(h)(i)		320,577		0.89	(i)		0.89	(i)		1.59	(i)		51
Year ended 11/30/08		22.57		0.32		(7.81	)		(7.49	)		(0.37	)		(0.95	)		(1.32	)		13.76		(35.09	)(h)(i)		365,277		0.84	(i)		0.84	(i)		1.72	(i)		42
Class C
Year ended 08/31/13		20.29		0.14		4.42			4.56			(0.17	)		—			(0.17	)		24.68		22.63	(c)		289,458		1.56	(d)		1.57	(d)		0.62	(d)		29
Year ended 08/31/12		17.84		0.18		2.40			2.58			(0.13	)		—			(0.13	)		20.29		14.53	(c)(j)		254,679		1.55	(j)		1.56	(j)		0.94	(j)		25
Year ended 08/31/11		15.91		0.09		1.90			1.99			(0.06	)		—			(0.06	)		17.84		12.52	(c)(j)		258,606		1.57	(j)		1.58	(j)		0.49	(j)		23
Nine months ended 08/31/10		17.03		0.08		(1.12	)		(1.04	)		(0.08	)		—			(0.08	)		15.91		(6.13	)(c)		269,051		1.49	(e)		1.49	(e)		0.61	(e)		23
Year ended 11/30/09		13.74		0.12		3.32			3.44			(0.15	)		—			(0.15	)		17.03		25.36	(i)(k)		316,283		1.62	(i)		1.62	(i)		0.84	(i)		51
Year ended 11/30/08		22.53		0.20		(7.81	)		(7.61	)		(0.23	)		(0.95	)		(1.18	)		13.74		(35.54	)(i)(k)		301,306		1.51	(i)		1.51	(i)		1.06	(i)		42
Class R
Year ended 08/31/13		20.49		0.25		4.47			4.72			(0.28	)		—			(0.28	)		24.93		23.26	(c)		170,691		1.06	(d)		1.07	(d)		1.12	(d)		29
Year ended 08/31/12		18.02		0.27		2.42			2.69			(0.22	)		—			(0.22	)		20.49		15.03	(c)		147,659		1.08			1.09			1.41			25
Year ended 08/31/11		16.07		0.19		1.92			2.11			(0.16	)		—			(0.16	)		18.02		13.08	(c)		147,453		1.08			1.09			0.98			23
Nine months ended 08/31/10		17.19		0.14		(1.11	)		(0.97	)		(0.15	)		—			(0.15	)		16.07		(5.72	)(c)		122,188		0.99	(e)		0.99	(e)		1.11	(e)		23
Year ended 11/30/09		13.87		0.18		3.35			3.53			(0.21	)		—			(0.21	)		17.19		26.00	(l)		107,371		1.13			1.13			1.29			51
Year ended 11/30/08		22.73		0.29		(7.88	)		(7.59	)		(0.32	)		(0.95	)		(1.27	)		13.87		(35.25	)(l)		78,522		1.04			1.04			1.53			42
Class Y
Year ended 08/31/13		20.50		0.37		4.47			4.84			(0.40	)		—			(0.40	)		24.94		23.86	(c)		1,826,646		0.56	(d)		0.57	(d)		1.62	(d)		29
Year ended 08/31/12		18.03		0.36		2.42			2.78			(0.31	)		—			(0.31	)		20.50		15.60	(c)		1,504,586		0.58			0.59			1.91			25
Year ended 08/31/11		16.08		0.28		1.92			2.20			(0.25	)		—			(0.25	)		18.03		13.64	(c)		1,544,968		0.58			0.59			1.48			23
Nine months ended 08/31/10		17.21		0.21		(1.13	)		(0.92	)		(0.21	)		—			(0.21	)		16.08		(5.41	)(c)		1,206,652		0.49	(e)		0.49	(e)		1.61	(e)		23
Year ended 11/30/09		13.88		0.26		3.35			3.61			(0.28	)		—			(0.28	)		17.21		26.60	(m)		1,095,692		0.63			0.63			1.81			51
Year ended 11/30/08		22.74		0.38		(7.87	)		(7.49	)		(0.42	)		(0.95	)		(1.37	)		13.88		(34.90	)(m)		844,058		0.54			0.54			2.04			42
Class R5
Year ended 08/31/13		20.53		0.39		4.47			4.86			(0.42	)		—			(0.42	)		24.97		23.96	(c)		718,816		0.47	(d)		0.48	(d)		1.71	(d)		29
Year ended 08/31/12		18.05		0.39		2.43			2.82			(0.34	)		—			(0.34	)		20.53		15.80	(c)		697,346		0.46			0.47			2.03			25
Year ended 08/31/11		16.08		0.32		1.92			2.24			(0.27	)		—			(0.27	)		18.05		13.87	(c)		307,338		0.39			0.40			1.67			23
Nine months ended 08/31/10(n)		16.48		0.05		(0.39	)		(0.34	)		(0.06	)		—			(0.06	)		16.08		(2.05	)(c)		41,861		0.45	(e)		0.45	(e)		1.31	(e)		23
Class R6
Year ended 08/31/13(n)		21.23		0.43		3.66			4.09			(0.35	)		—			(0.35	)		24.97		19.45	(c)		335,549		0.38	(d)(e)		0.39	(d)(e)		1.80	(d)(e)		29

^(a)  Calculated using average shares outstanding.

^(b)  Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. For the year ended August 31, 2011, the portfolio calculation excludes the value of securities purchased of $138,016,999 and sold of $13,000,923 in the effort to realign the Fund’s portfolio holdings after the reorganization of Invesco Fundamental Value Fund & Invesco Large Cap Relative Value Fund into the 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)  Ratios are based on average daily net assets (000’s omitted) of $4,514,767, $115,062, $271,467, $160,031, $1,672,014, $660,133 and $188,180 for Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.

^(e)  Annualized.

^(f)  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.

^(g)  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 0.25%, 0.23%, 0.25% and 0.40% for the years ended August 31, 2013, 2012 and 2011 and the nine months ended August 31, 2010, respectively.

^(h)  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.

⁽ⁱ⁾  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%.

^(j)  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 0.97% and 0.99% for the years ended August 31, 2012 and 2011, respectively.

^(k)  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.

^(l)  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 on Fund shares.

^(m)  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.

⁽ⁿ⁾  Commencement date of June 1, 2010 and September 24, 2012 for Class R5 and Class R6 shares, respectively.

21                         Invesco Growth and Income Fund

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 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 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, 2013, 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 three years in the period then ended and the nine month period ended August 31, 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, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The financial highlights of the Fund for the periods ended November 30, 2009 and prior were audited by another independent registered public accounting firm whose report dated January 22, 2010 expressed an unqualified opinion on those financial statements.

PRICEWATERHOUSECOOPERS LLP

October 25, 2013

Houston, Texas

22                         Invesco Growth and Income Fund

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, 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, 2013 through August 31, 2013.

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 or contingent deferred sales charges on redemptions, 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.

Class	Beginning Account Value (03/01/13)		ACTUAL				HYPOTHETICAL (5% annual return before expenses)				Annualized Expense Ratio
			Ending Account Value (08/31/13)1		Expenses Paid During Period2		Ending Account Value (08/31/13)		Expenses Paid During Period2
A	$	1,000.00	$	1,104.60	$	4.19	$	1,021.22	$	4.02		0.79	%
B		1,000.00		1,104.90		4.19		1,021.22		4.02		0.79
C		1,000.00		1,100.60		8.15		1,017.44		7.83		1.54
R		1,000.00		1,103.70		5.51		1,019.96		5.30		1.04
Y		1,000.00		1,105.90		2.87		1,022.48		2.75		0.54
R5		1,000.00		1,106.70		2.44		1,022.89		2.35		0.46
R6		1,000.00		1,106.70		1.96		1,023.34		1.89		0.37

¹  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2013 through August 31, 2013, 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 Growth and Income Fund

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 Invesco Growth and Income Fund’s (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 Canada Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 17-19, 2013, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% 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, 2013. The Board determined that continuation of the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers under the agreements is fair and reasonable.

The Board’s Fund Evaluation Process

The Board’s Investments Committee has established three Sub-Committees, each of which is primarily responsible for overseeing the management of a number of the funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet throughout the year to review the performance of their assigned Invesco 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 Invesco Funds and other members of management to review the performance, investment objective(s), policies, strategies, limitations and investment risks 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 their assigned Invesco Funds. Each Sub-Committee recommends to the Investments Committee, which in turn recommends to the full Board, whether and on what terms 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 Invesco Advisers and Lipper Inc. (Lipper), an independent provider of investment company data. The Trustees also receive an independent

written evaluation from the Senior Officer. The Senior Officer’s evaluation 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 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. In addition to meetings with Invesco Advisers and fund counsel, the independent Trustees also discuss the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.

In evaluating the fairness and reasonableness of compensation under the Fund’s investment advisory agreement and sub-advisory contracts, the Board considered, among other things, the factors discussed below. The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation between the Trustees and Invesco Advisers as well as advisory fees previously approved by different predecessor boards. 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 Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee.

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 19, 2013, 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,

including the Fund’s portfolio manager or managers, with whom the Sub-Committees met during the year. The Board’s review of the qualifications of Invesco Advisers to provide advisory services included the Board’s consideration of Invesco Advisers’ investment process oversight, independent credit analysis and investment risk management.

In determining whether to continue the Fund’s investment advisory agreement, the Board considered the benefits of reapproving an existing relationship and the greater uncertainty that may be associated with entering into a new relationship. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds such as various back office support functions, equity and fixed income trading operations, internal audit, distribution and legal and compliance. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s investment advisory agreement.

The Board reviewed the services that may be 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 noted that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Affiliated Sub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. 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. The Board concluded that the nature, extent and quality of the services that may be provided by the Affiliated Sub-Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s sub-advisory contracts.

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 funds in the Lipper performance universe and against the Lipper Large-Cap Value Funds Index. The Board noted that performance of Class A shares of the Fund was in the fourth quintile of the performance universe for the one year period, the third quintile for the three year period and the second quintile

24                         Invesco Growth and Income Fund

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 performance of Class A shares of the Fund was below the performance of the Index for the one and three year periods and above the performance of the Index for the five year period. The Trustees also reviewed more recent Fund performance and this review did not change their conclusions.

C. Advisory and Sub-Advisory Fees

The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Lipper expense group at a common asset level. The Board noted that the contractual management fee rate for Class A shares of the Fund was below the median contractual management fee rate of funds in the expense group. The Board noted that the term “contractual management fee” may include both advisory and certain administrative services fees and that Invesco Advisers does not charge the Invesco Funds for the administrative services included in the term as defined by Lipper. The Board also reviewed the methodology used by Lipper in providing expense group information, which includes using each fund’s contractual management fee schedule (including any applicable breakpoints) as reported in the most recent prospectus or statement of additional information for each fund in the expense group.

The Board also compared the Fund’s effective advisory fee rate (the advisory fee rate after advisory fee waivers and before other expense limitations/waivers) to the effective advisory fee rates of other mutual funds advised by Invesco Advisers and its affiliates with investment strategies comparable to those of the Fund. The Board noted that the Fund’s effective advisory fee rate was below the rate of one mutual fund advised by Invesco Advisers and below the total account level fee of two mutual funds sub-advised by Invesco Advisers 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 a client account 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. Invesco Advisers reviewed with the Board the significantly greater scope of services it provides to the Invesco Funds relative to certain other client accounts. These additional services include 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 for other client accounts. Invesco Advisers advised the Board that advance notice of redemptions is often provided to Invesco Advisers by institutional clients. The Board did note that

sub-advisory fee rates charged by the Affiliated Sub-Advisers to manage the Invesco Funds and to manage other client accounts tended to be more comparable, reflecting a more comparable scope of services. The Board concluded that the aggregate services provided to the Invesco Funds were sufficiently different from those provided to institutional clients, and the Board did not place significant weight on these fee comparisons.

The Board also considered the services that may be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the fees payable by Invesco Advisers to the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board also noted that the sub-advisory fees are not paid directly by the Fund, but rather, are payable by Invesco Advisers to the Affiliated Sub-Advisers.

Based upon the information and considerations described above, the Board concluded that the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers is 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 economies of scale through contractual breakpoints in the Fund’s advisory fee schedule and was assisted in this review by a report from the Senior Officer. 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 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 for the year ended December 31, 2012. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board considered the profitability of Invesco Advisers in managing the Fund and the Invesco Funds. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its subsidiaries provide to the Invesco Funds and the Fund. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund to be excessive given the nature, quality and extent of the services provided to the Invesco Funds. The Board received and accepted information from Invesco Advisers demonstrating that 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.

F. Collateral Benefits to Invesco Advisers and its Affiliates

The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund, including the

fees received for their provision of transfer agency and distribution services to the Fund. The Board considered comparative information regarding fees charged for these services, including information provided by Lipper and other independent sources. The Board considered the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed 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; that the services are required for the operation of the Fund; that Invesco Advisers and its affiliates can provide services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and that the fees for such services are fair and reasonable in light of the usual and customary charges by others for services of the same nature and quality.

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 services from Invesco Advisers and the Affiliated Sub-Advisers to the Invesco Funds and that the research received may be used with other clients of Invesco Advisers and may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board also considered periodic reports from the Chief Compliance Officer of the Invesco Funds demonstrating that these arrangements are consistent with regulatory requirements. The Board did not deem the soft dollar arrangements to be inappropriate.

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 receives advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through varying periods the advisory fees payable by the Invesco Funds. The waiver is 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.

The Board also considered use of an affiliated broker to execute certain trades for the Fund to among other things, control information leakage, and were advised that such trades are executed in compliance with rules under the Investment Company Act of 1940, as amended.

25                         Invesco Growth and Income Fund

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, 2013:

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.

26                         Invesco Growth and Income Fund

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 1000, 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.

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
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 Formerly: Chairman and Chief Executive Officer, 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)	117	None
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, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent); 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 Corporate Class Inc. (corporate mutual fund company) and Invesco Canada Fund Inc. (corporate mutual fund company); Director, Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); 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); Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, Chief Executive Officer and President, Van Kampen Exchange Corp. Formerly: Director and Chairman, Van Kampen Investor Services Inc.: Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); and Van Kampen Investments Inc.; Director and President, AIM GP Canada Inc. (general partner for limited partnerships); and Van Kampen Advisors, Inc.; Director and Chief Executive Officer, Invesco Trimark Dealer Inc. (registered broker dealer); 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.	117	None
Wayne W. 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 certain funds in the Fund Complex	130	Director of the Mutual Fund Directors Forum, a nonprofit membership organization for investment directors; Chairman and Director of the Abraham Lincoln Presidential Library Foundation; and Director of the Stevenson Center for Democracy

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 Invesco Fund Complex because he and his firm currently provide legal services as legal counsel to such Funds.

T-1                         Invesco Growth and Income Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Independent Trustees
Bruce L. Crockett — 1944 Trustee and Chair	2003	Chairman, Crockett Technologies Associates (technology consulting company) Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)	117	ACE Limited (insurance company); Investment Company Institute
David C. Arch — 1945 Trustee	2010	Chairman and Chief Executive Officer of Blistex Inc., (consumer health care products manufacturer) Formerly: Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago	130	Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan
Frank S. Bayley — 1939 Trustee	2003	Retired Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and General Partner and Of Counsel, law firm of Baker & McKenzie, LLP	117	Director and Chairman, C.D. Stimson Company (a real estate investment company); Trustee and Overseer, The Curtis Institute of Music
James T. Bunch — 1942 Trustee	2000	Managing Member, Grumman Hill Group LLC (family office private equity management) Formerly: Founder, Green, Manning & Bunch Ltd. (investment banking firm)(1988-2010); Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation	117	Chairman, Board of Governors, Western Golf Association; Chairman-elect, Evans Scholars Foundation; and Director, Denver Film Society
Rodney F. Dammeyer — 1940 Trustee	2010	Chairman of CAC, LLC, (private company offering capital investment and management advisory services) Formerly: Prior to 2001, Managing Partner at Equity Group Corporate Investments; Prior to 1995, Chief Executive Officer of Itel Corporation (formerly Anixter International); 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.; From 1987 to 2010, Director/Trustee of investment companies in the Van Kampen Funds complex	117	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.
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)	117	Director of Nature’s Sunshine Products, Inc.
Jack M. Fields — 1952 Trustee	2003	Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); Owner and Chief Executive Officer, Dos Angeles Ranch, L.P. (cattle, hunting, corporate entertainment); and Discovery Global Education Fund (non-profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives	117	Insperity, Inc. (formerly known as Administaff)
Prema Mathai-Davis — 1950 Trustee	2003	Retired Formerly: Chief Executive Officer, YWCA of the U.S.A.	117	None
Larry Soll — 1942 Trustee	1997	Retired Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)	117	None
Hugo F. Sonnenschein — 1940 Trustee	2010	Distinguished Service Professor and President Emeritus of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago Formerly: President of the University of Chicago	130	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

T-2                         Invesco Growth and Income Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Independent Trustees—(continued)
Raymond Stickel, Jr. — 1944 Trustee	2005	Retired Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche	117	None
Other Officers
Russell C. Burk — 1958 Senior Vice President and Senior Officer	2005	Senior Vice President and Senior Officer, The 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.) 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, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, 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 and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Aim Advisers, Inc. and Van Kampen Investments 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
Karen Dunn Kelley — 1960 Vice President	2003	Head of Invesco’s World Wide Fixed Income and Cash Management Group; Director, Co-President, Co-Chief Executive Officer, and Co-Chairman, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Chairman, Invesco Senior Secured Management, Inc.; Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Invesco Mortgage Capital Inc., and Invesco Management Company Limited; Director and President, INVESCO Asset Management (Bermuda) Ltd., Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); and 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: Director, INVESCO Global Asset Management Limited and INVESCO Management S.A.; Senior Vice President, Van Kampen Investments Inc. and Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); 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

T-3                         Invesco Growth and Income Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Other Officers—(continued)
Sheri Morris — 1964 Vice President, Treasurer and Principal Financial Officer	2003	Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); and Vice President, 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: Vice President, Invesco Aim 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.; and Treasurer, 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	N/A	N/A
Crissie M. Wisdom — 1969 Anti-Money Laundering Compliance Officer	2013	Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser), Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.), Invesco Distributors, Inc., Invesco Investment Services, Inc., Invesco Management Group, Inc., Van Kampen Exchange Corp., The Invesco Funds, Invesco Funds (Chicago), and 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; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, 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.) 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; Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) and Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) Formerly: Chief Compliance Officer, Invesco Funds (Chicago); Senior Vice President, Van Kampen Investments Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment adviser), Invesco Global Asset Management (N.A.), Inc., Invesco Senior Secured Management, Inc. (registered investment adviser), Van Kampen Investor Services Inc., 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; and 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 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Investment Adviser Invesco Advisers, Inc. 1555 Peachtree Street, N.E. Atlanta, GA 30309	Distributor Invesco Distributors, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Auditors PricewaterhouseCoopers LLP 1201 Louisiana Street, Suite 2900 Houston, TX 77002-5678
Counsel to the Fund Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103-7018	Counsel to the Independent Trustees Goodwin Procter LLP 901 New York Avenue, N.W. Washington, D.C. 20001	Transfer Agent Invesco Investment Services, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Custodian State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110-2801

T-4                         Invesco Growth and Income Fund

Invesco mailing information

Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.

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 shown below.

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 most recent 12-month period ended June 30 is available at 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 US 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.

SEC file numbers: 811-09913 and 333-36074                VK-GRI-AR-1                Invesco Distributors, Inc.

	Annual Report to Shareholders	August 31, 2013
	Invesco Low Volatility Equity Yield Fund Effective July 31, 2013, Invesco U.S. Quantitative Core Fund was renamed Invesco Low Volatility Equity Yield Fund. Nasdaq: A: SCAUX  n  B: SBCUX  n  C: SCCUX  n  R: SCRUX  n  Y: SCAYX Investor: SCNUX  n  R5: SCIUX

Letters to Shareholders

Philip Taylor Dear Shareholders: Enclosed in this annual report, you’ll find information about your Fund and the factors that affected its performance during the reporting period. Inside, you’ll also find a discussion from your portfolio managers about how they managed your Fund, as well as performance data for your Fund, a complete list of your Fund’s investments as of the close of the reporting period and other important information. I hope you find this report of interest. During the reporting period covered by this report, major US equity indexes made multiyear or even all-time highs.¹ Economic data were generally positive; housing and consumer spending data were particularly encouraging. Nonetheless, economic uncertainty and concern about continuing political and budget gridlock in Washington persisted. The US Federal Reserve’s deliberate vagueness about when, and to what degree, it might begin to curtail its

extraordinarily accommodative monetary policies – together with uncertainty about who will next lead the central bank – affected fixed income and equity markets alike. Most developed, non-US stock markets remained positive for the first half of 2013, despite a difficult second quarter.

Periods of market volatility and economic uncertainty can weaken the will of even the most resolute investor. That’s why Invesco believes it’s often helpful to work with a skilled and trusted financial adviser who can emphasize the importance of adhering to an investment plan designed to achieve long-term goals rather than being sidetracked by short-term uncertainty that can result in inaction. A financial adviser who is familiar with your individual financial situation, investment goals and risk tolerance can be an invaluable partner as you work toward your financial goals. He or she can provide insight and perspective when markets are volatile; encouragement and reassurance when times are uncertain; and advice and guidance when your financial situation or investment goals change.

Our website, invesco.com/us, is another source of timely insight and information for investors. On the website, you’ll find fund-specific as well as more general information from many of Invesco’s investment professionals. You’ll find in-depth articles, video clips and audio commentaries – and, of course, you also can access information about your Invesco account whenever it’s convenient for you.

What we mean by Intentional Investing

At Invesco, all of our people and all of our resources are dedicated to helping investors achieve their financial objectives. It’s a philosophy we call Intentional Investing, and it guides the way we:

n Manage investments – Our dedicated investment professionals search the world for the best opportunities, and each investment team follows a clear, disciplined process to build portfolios and mitigate risk.

n Provide choices – We offer multiple investment strategies, allowing you and your financial adviser to build a portfolio that’s purpose-built for your needs.

n Connect with you – We’re committed to giving you the expert insights you need to make informed investing decisions, and we are well-equipped to provide high-quality support for investors and advisers.

At Invesco, we believe in putting investors first. That’s why investment management is all we do. Our sole focus on managing your money allows you and your financial adviser to build a portfolio of Invesco funds appropriate for your investment needs and goals today and when your circumstances change.

Have questions?

For questions about your account, feel free to contact an Invesco client services representative at 800 959 4246. For Invesco-related questions or comments, please email me directly at phil@invesco.com.

All of us at Invesco look forward to serving your investment management needs for many years to come. Thank you for investing with us.

Sincerely,

Philip Taylor

Senior Managing Director, Invesco Ltd.

1  Source: Reuters

2                Invesco Low Volatility Equity Yield Fund

Bruce Crockett Dear Fellow Shareholders: The Invesco Funds Board has worked on a variety of issues over the last several months, and I’d like to take this opportunity to discuss two that affect you and our fellow fund shareholders. The first issue on which your Board has been working is our annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This annual review, which is required by the Investment Company Act of 1940, focuses on the nature and quality of the services Invesco provides as adviser to the Invesco Funds and the reasonableness of the fees that it charges for those services. Each year, we spend months reviewing detailed information that we request from Invesco that allows us to evaluate its services and fees. We also use information from many independent sources, including materials provided by the independent Senior Officer of the Invesco Funds, who reports directly to the independent

Trustees on the Board. Additionally, we meet with independent legal counsel and review performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field.

I’m pleased to report that the Board determined in June that renewing the investment advisory agreement and the sub-advisory contracts with Invesco Advisers and its affiliates would serve the best interests of each fund and its shareholders.

The second area of focus to highlight is the Board’s efforts to ensure that we provide a lineup of funds that allow financial advisers to build portfolios that meet shareholders’ changing financial needs and goals. Today, more and more investors are reaching, or approaching, retirement. But interest rates remain low, making it difficult for many investors to generate the income they need, or will soon need, in their retirement years.

The members of your Board think about these things, too, and we’ve worked with Invesco Advisers to provide more income-generating options in the Invesco Funds lineup to help shareholders potentially meet their income needs. Your Board recently approved changes to three existing equity mutual funds, increasing their focus on generating income while also seeking to provide long-term growth of capital.

As a result of these changes, the funds and their respective management teams now have more flexibility to invest in the types of securities that could meet investors’ growing need for income generation, and in some cases, also help investors diversify their sources of income. These equity funds complement an array of fixed-income, asset allocation and alternative investment options in the Invesco Funds lineup designed to accommodate a variety of risk tolerances.

Be assured that your Board will continue working on behalf of fund shareholders, keeping your needs and interests uppermost in our minds.

As always, please contact me at bruce@brucecrockett.com with any questions or concerns you may have. On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.

Sincerely,

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

3                Invesco Low Volatility Equity Yield Fund

Management’s Discussion of Fund Performance

Performance summary

For the fiscal year ended August 31, 2013, Invesco Low Volatility Equity Yield Fund underperformed the S&P 500 Index and the Lipper Large-Cap Core Funds Index, the Fund’s benchmarks that were used for the majority of the reporting period. The Fund seeks to provide income and long-term growth of capital by investing, typically, at least 80% of its assets in a diversified portfolio of securities of large-cap companies. The consumer discretionary, financials and telecommunication services sectors contributed the most to the Fund’s positive performance. The energy, health care and materials sectors detracted from overall Fund performance. During the reporting period, the Fund changed its name, benchmark, investment objectives and investment strategy. This conversion occurred on July 31, 2013.

Your Fund’s long-term performance appears later in this report.

Fund vs. Indexes

Total returns, 8/31/12 to 8/31/13, 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	16.71	%
Class B Shares	15.72
Class C Shares	15.75
Class R Shares	16.37
Class Y Shares	16.90
Investor Class Shares	16.65
Class R5 Shares	17.12
S&P 500 Index‚ (Broad Market Index, Former Style-Specific Index)*	18.70
Russell 1000 Indexn (Style-Specific Index)*	19.84
Lipper Equity Income Index¿ (Peer Group Index)**	18.23
Lipper Large-Cap Core Funds Index¿ (Former Peer Group Index)**	19.98

Source(s): ^‚Invesco, S&P-Dow Jones via FactSet Research Systems Inc.;

ⁿInvesco, Russell via FactSet Research Systems Inc.; ^¿Lipper Inc.

  * During the reporting period, the Fund has elected to use the Russell 1000 Index as its style-specific index rather than the S&P 500 Index because it more appropriately reflects the Fund’s investable universe.

** During the reporting period, the Fund has elected to use the Lipper Equity Income Index as its peer group index rather than the Lipper Large-Cap Core Funds Index because it more appropriately reflects the performance of the types of securities in which the Fund invests.

How we invest

From September 1, 2012, to July 31, 2013, we managed your Fund to provide exposure to large-cap core equity stocks. The portfolio strived to outperform the S&P 500 Index while minimizing the amount of additional risk relative to the style-specific benchmark.

During this 10-month period, each stock in the universe was evaluated on four concepts: company earnings momentum, price trend, management action and relative valuation. The scores

from these four concepts were combined to arrive at an overall alpha score (excess return forecast) for each stock. Each alpha score was relative to other securities in the same industry. Stocks were also evaluated on a number of other factors to develop a stock-specific risk forecast and transaction cost forecast.

We continually monitored the portfolio, and the overall investment process was repeated on a monthly basis to determine which companies should be bought or sold in the portfolio.

    Beginning July 31, 2013, the investment team began utilizing a comprehensive, “total return” approach seeking the benefits of integrating the desired outcomes of price appreciation, high income and low volatility. This is achieved by using a bottom-up, disciplined investment process in which returns are driven by a successful, long-standing stock selection model based on four investment concepts:

n Earnings momentum (are earnings improving or deteriorating?)

n Price trend (what is the price action telling us?)

n Management action (what is management doing?)

n Relative value (are valuations attractive?)

    The team employed a low volatility approach to construct the portfolio by relaxing the benchmark-relative constraints, creating a wider opportunity set with the freedom to seek the highest level of return and generate income (dividend yield) for a lower level of total risk.

Market conditions and your Fund

The fiscal year ended August 31, 2013, began with some downward volatility in US equity markets. Starting in the fall of 2012, markets began an upward trend that continued through much of the reporting period. In early fall, the European Central Bank implemented new measures to support member economies and the US Federal Reserve (the Fed) initiated a third round of quantitative easing (QE), or fiscal stimulus, which caused consumer sentiment to improve. Uncertainty surrounding US election results, “fiscal cliff” negotiations and sequestration spending cuts in early 2013, however, made many businesses hesitant to spend during the first quarter of the year. However, for the first time in years, markets appeared willing to look past headline events.

Portfolio Composition
By sector
Information Technology	16.6	%
Financials	16.4
Consumer Staples	13.2
Utilities	11.1
Health Care	10.7
Energy	10.1
Consumer Discretionary	9.0
Telecommunication Services	6.3
Industrials	4.2
U. S. Treasury Bills, Plus Money Market Funds, Plus Other Assets Less Liabilities	2.4

Top 10 Equity Holdings*
1. GameStop Corp.-Class A	2.2	%
2. Microsoft Corp.	2.1
3. Merck & Co., Inc.	2.0
4. Amgen Inc.	2.0
5. Eli Lilly & Co.	2.0
6. Chevron Corp.	2.0
7. AT&T Inc.	2.0
8. CVS Caremark Corp.	1.9
9. Pfizer Inc.	1.9
10. Wal-Mart Stores, Inc.	1.9

Total Net Assets	$332.0 million
Total Number of Holdings*	118

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 Low Volatility Equity Yield Fund

    From late May through June, the capital markets began a sell-off following Fed Chairman Ben Bernanke’s comments about reducing QE. Since December 2012, the Fed has purchased $85 billion1 of US Treasuries and mortgage-backed securities each month to increase liquidity and ensure low long-term interest rates in an effort to spur the housing and real estate markets. Few asset classes were immune from this broad sell-off, which caused bonds, stocks and commodities to decline. Precious metals were particularly hard hit, and fixed-income investors scrambled to sell bonds in anticipation of higher yields. The markets stabilized in mid-summer; however, August brought more selling in the equity and bond markets and yields continued to rise.

    All sectors in the Fund’s broad market index posted positive returns for the reporting period. All market capitalization-based investment styles posted positive returns, with mid- and small-cap stocks generally outperforming large-cap stocks for the reporting period.

    All sectors in the Fund, except for utilities, generated positive returns for the fiscal year. Stock selection in the consumer discretionary and financials sectors was particularly strong. Stock selection in the industrial sector was positive, but the underweight position caused a negative net total effect. Stock selection in the energy, health care and materials sectors was a drag on overall performance.

    In the consumer discretionary sector, GameStop and PulteGroup were two of the Fund’s largest contributors to performance. PulteGroup, one of the nation’s leading homebuilders, was helped during the fiscal year by a slow recovery in the housing market as well as record low mortgage rates. We sold our holdings in PulteGroup before the end of the reporting period.

    Within the financials sector, Lincoln National and Citigroup led the way and added to the Fund’s overall positive performance. We sold our holdings in Lincoln National and Citigroup before the end of the reporting period.

    While the information technology sector generated positive performance overall, several key holdings struggled during the reporting period. These included Apple, Intel and Marvell. During the reporting period, it was reported that Marvell infringed on two patents held by Carnegie Mellon University. The chipmaker was ordered to pay $1.17 billion in damages.² We sold our holdings in Apple and Intel before the end of the reporting period.

    Also detracting from Fund performance were Apollo Group and American Eagle Outfitters. We sold our holdings in Apollo Group before the end of the reporting period.

    When looking at the stock selection model, relative value was the strongest driver of returns over the reporting period. Investors sought attractive valuation given both its upside potential and downside protection. Management action was mostly positive. Investors generally favored managements that protected their interests by buying back stock, reducing debt and paying out dividends. Momentum was the weakest concept. Generally, given the low-to-negative correlation of our momentum concepts with management action and relative value, we expect these concepts are not adding value simultaneously. During the fiscal year, price trend and momentum were not rewarded by investors mostly due to the two concepts’ higher risk profile. Price trend struggled in the first half of the reporting period but modestly improved in the second half. Earnings momentum had limited predictive ability as investors were unwilling to rely on earnings as a predictor of future returns. Despite the market’s strength, risk management was a key to successful Fund performance.

    During the reporting period, the Fund invested in S&P 500 futures contracts, a derivative instrument, to gain exposure to the equity market. These futures contracts generated a positive return and contributed to Fund performance.

    We welcome new investors who joined the Fund during the fiscal year and thank all of our shareholders for your investment in Invesco Low Volatility Equity Yield Fund.

1 Source: US Federal Reserve

2 Source: Reuters

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, if applicable, index disclosures later in this report.

	Michael Abata Chartered Financial Analyst, portfolio manager, is manager of Invesco Low Volatility Equity Yield
Fund. He joined Invesco in 2011. Mr. Abata earned a BA in economics from Binghamton University.

	Charles Ko Chartered Financial Analyst, portfolio manager, is manager of Invesco Low Volatility Equity Yield
Fund. He joined Invesco in 2012. Mr. Ko earned a BS from MIT and an MBA from Yale University.

	Anthony Munchak Chartered Financial Analyst, portfolio manager, is manager of Invesco Low Volatility Equity Yield
Fund. He joined Invesco in 2000. Mr. Munchak earned a BS and an MS in finance from Boston College and an MBA from Bentley College.

	Glen Murphy Chartered Financial Analyst, portfolio manager, is manager of Invesco Low Volatility Equity Yield
Fund. He joined Invesco in 1995. Mr. Murphy earned a BA in business administration from the University of Massachusetts Amherst and an MS in finance from Boston College.

	Frances Orlando Chartered Financial Analyst, portfolio manager, is manager of Invesco Low Volatility Equity Yield
Fund. He joined Invesco in 1987. Mr. Orlando earned a BA in business administration from Merrimack College and an MBA from Boston University.

	Andrew Waisburd Portfolio manager, is manager of Invesco Low Volatility Equity Yield Fund. He joined Invesco in 2008.
Mr. Waisburd earned a BS in statistics from Cornell University and an MS and a PhD in finance from Indiana University.

5                Invesco Low Volatility Equity Yield Fund

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class(es) since Inception

Fund and index data from 3/31/06

Past performance cannot guarantee comparable future results.

During the reporting period, the Fund has elected to use the Russell 1000 Index as its style-specific index rather than the S&P 500 Index because it more appropriately reflects the Fund’s investable universe. Because this is the first reporting period since we have adopted the new index, SEC guidelines require that we compare performance to both the old and new indexes.

During the reporting period, the Fund has elected to use the Lipper Equity Income Index as its peer group index rather than the Lipper Large-Cap Core Funds Index because it more appropriately reflects the performance of the types of securities in which the Fund invests. Because this is the first reporting period since we have adopted the new index, SEC guidelines require that we

compare performance to both the old and new indexes.

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 contingent deferred sales charges, if applicable. 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 Low Volatility Equity Yield Fund

Average Annual Total Returns As of 8/31/13, including maximum applicable sales charges
Class A Shares
Inception (3/31/06)	3.12	%
5 Years	4.41
1 Year	10.34
Class B Shares
Inception (3/31/06)	3.15	%
5 Years	4.52
1 Year	10.72
Class C Shares
Inception (3/31/06)	3.13	%
5 Years	4.81
1 Year	14.75
Class R Shares
Inception (3/31/06)	3.66	%
5 Years	5.38
1 Year	16.37
Class Y Shares
Inception	4.10	%
5 Years	5.90
1 Year	16.90
Investor Class Shares
Inception	3.93	%
5 Years	5.63
1 Year	16.65
Class R5 Shares
Inception (3/31/06)	4.20	%
5 Years	5.93
1 Year	17.12

Average Annual Total Returns As of 6/30/13, the most recent calendar quarter end, including maximum applicable sales charges
Class A Shares
Inception (3/31/06)	3.02	%
5 Years	4.06
1 Year	14.51
Class B Shares
Inception (3/31/06)	3.08	%
5 Years	4.16
1 Year	15.32
Class C Shares
Inception (3/31/06)	3.06	%
5 Years	4.45
1 Year	19.37
Class R Shares
Inception (3/31/06)	3.59	%
5 Years	5.02
1 Year	20.98
Class Y Shares
Inception	4.03	%
5 Years	5.53
1 Year	21.50
Investor Class Shares
Inception	3.85	%
5 Years	5.27
1 Year	21.25
Class R5 Shares
Inception (3/31/06)	4.13	%
5 Years	5.57
1 Year	21.87

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 share 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 share 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, Investor Class and Class R5 shares was 1.23%, 1.98%, 1.98%, 1.48%, 0.98%, 1.23% and 0.77%, 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, Investor Class and Class R5 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.

7                Invesco Low Volatility Equity Yield Fund

Invesco Low Volatility Equity Yield Fund’s investment objective is income and long-term growth of capital.

n Unless otherwise stated, information presented in this report is as of August 31, 2013, 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 Class B shares may not be purchased for new or additional investments. Please see the prospectus for more information.

n Class R shares are generally available only to employer sponsored retirement and benefit 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 Investor Class shares are closed to new investors. Contact your financial adviser about purchasing our other share classes. Please see the prospectus for more information.

n Class R5 shares are primarily intended for employer sponsored retirement and benefit plans that meet certain standards and for institutional investors. On September 24, 2012, Institutional Class shares were renamed Class R5 shares. Please see the prospectus for more information.

Principal risks of investing in the Fund

n Active trading risk. The Fund engages in frequent trading of portfolio securities. Active trading results in added expenses and may result in a lower return and increased tax liability.

n Depositary receipts risk. Depositary receipts involve many of the same risks as those associated with direct investment in foreign securities. In addition, the underlying issuers of certain depositary receipts, particularly unsponsored or unregistered depositary receipts, are under no obligation to distribute shareholder communications to the holders of such receipts or to pass through to them any voting rights with respect to the deposited securities.

n Derivatives risk. The performance of derivative instruments is tied to the performance of an underlying currency, security, index, commodity or other instrument. In addition to risks relating

to their underlying instruments, the use of derivatives may include other, possibly greater, risks. Derivatives involve costs, may be volatile, and may involve a small initial investment relative to the risk assumed. Risks associated with the use of derivatives may include counterparty, leverage, correlation, liquidity, tax, market, interest rate and management risks. Derivatives may also be more difficult to purchase, sell or value than other investments. The Fund may lose more than the cash amount invested on investments in derivatives.

    Investors should bear in mind that, while the Fund intends to use derivative strategies, it is not obligated to actively engage in these transactions, generally or in any particular kind of derivative, if the adviser elects not to do so due to availability, cost, market conditions or other factors.

n Foreign securities risk. The Fund’s foreign investments may be affected by changes in a 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 Management risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.

n Market risk. The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment, general economic and market conditions, regional or global instability, and currency and interest rate fluctuations.

About indexes used in this report

n The S&P 500^® Index is an unmanaged index considered representative of the US stock market.

n The Russell 1000^® Index is an unmanaged index considered representative of large-cap stocks. The Russell 1000 Index is a trademark/service mark of the Frank Russell Co. Russell^® is a trademark of the Frank Russell Co.

n The Lipper Equity Income Index is an unmanaged Index considered representative of equity income funds tracked by Lipper.

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 index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index(es).

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	SCAUX
Class B Shares	SBCUX
Class C Shares	SCCUX
Class R Shares	SCRUX
Class Y Shares	SCAYX
Investor Class Shares	SCNUX
Class R5 Shares	SCIUX

8                Invesco Low Volatility Equity Yield Fund

Schedule of Investments^(a)

August 31, 2013

	Shares		Value
Common Stocks & Other Equity Interests–97.60%
Aerospace & Defense–3.11%
Lockheed Martin Corp.		23,000	$	2,815,660
Northrop Grumman Corp.		23,000		2,122,210
Raytheon Co.		71,300		5,376,733
				10,314,603
Agricultural Products–0.64%
Archer-Daniels-Midland Co.		60,600		2,133,726
Apparel Retail–1.80%
American Eagle Outfitters, Inc.		55,800		807,426
Gap, Inc. (The)		127,500		5,156,100
				5,963,526
Asset Management & Custody Banks–0.32%
State Street Corp.		15,900		1,060,848
Automotive Retail–0.14%
CST Brands, Inc.(b)		15,500		457,250
Biotechnology–2.58%
Amgen Inc.		60,800		6,623,552
PDL BioPharma Inc.		171,800		1,364,092
United Therapeutics Corp.(b)		8,100		574,371
				8,562,015
Broadcasting–0.15%
CTC Media, Inc.		48,200		516,704
Cable & Satellite–0.19%
Starz–Liberty Capital–Class A(b)		25,000		624,000
Casinos & Gaming–0.27%
Wynn Resorts Ltd.		6,400		902,656
Commercial Printing–0.56%
R. R. Donnelley & Sons Co.		110,800		1,848,144
Communications Equipment–1.85%
Cisco Systems, Inc.		263,700		6,146,847
Computer & Electronics Retail–2.18%
GameStop Corp.–Class A		144,300		7,245,303
Computer Hardware–1.52%
Hewlett-Packard Co.		225,400		5,035,436
Computer Storage & Peripherals–2.98%
Lexmark International, Inc.–Class A		74,100		2,531,256
Seagate Technology PLC		123,100		4,717,192
Western Digital Corp.		42,600		2,641,200
				9,889,648
Consumer Electronics–0.19%
Garmin Ltd.		15,200		619,704

	Shares		Value
Data Processing & Outsourced Services–0.75%
Computer Sciences Corp.		15,100	$	757,265
Western Union Co. (The)		98,900		1,733,717
				2,490,982
Department Stores–0.76%
Macy’s, Inc.		56,600		2,514,738
Diversified Banks–0.09%
Wells Fargo & Co.		7,100		291,668
Diversified Commercial & Professional Services–0.51%
Geo Group Inc. (The)		54,600		1,704,066
Diversified REIT’s–0.08%
Lexington Realty Trust		22,300		261,356
Drug Retail–1.94%
CVS Caremark Corp.		111,000		6,443,550
Electric Utilities–8.25%
American Electric Power Co., Inc.		109,100		4,669,480
Edison International		28,900		1,326,221
Entergy Corp.		73,000		4,615,790
FirstEnergy Corp.		59,600		2,233,212
Generac Holdings, Inc.		82,600		3,270,134
Pepco Holdings, Inc.		32,700		619,338
PPL Corp.		160,000		4,912,000
Southern Co. (The)		111,800		4,653,116
Xcel Energy, Inc.		39,000		1,088,880
				27,388,171
Gas Utilities–0.05%
WGL Holdings Inc.		3,700		154,438
Health Care Distributors–0.82%
AmerisourceBergen Corp.		47,800		2,720,776
Home Entertainment Software–1.17%
Activision Blizzard, Inc.		238,600		3,893,952
Home Improvement Retail–0.89%
Home Depot, Inc. (The)		39,700		2,957,253
Household Products–2.57%
Kimberly-Clark Corp.		36,600		3,421,368
Procter & Gamble Co. (The)		65,700		5,117,373
				8,538,741
Hypermarkets & Super Centers–1.91%
Wal-Mart Stores, Inc.		86,900		6,341,962
Integrated Oil & Gas–3.84%
Chevron Corp.		53,800		6,479,134
Exxon Mobil Corp.		72,100		6,284,236
				12,763,370

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

9                         Invesco Low Volatility Equity Yield Fund

	Shares		Value
Integrated Telecommunication Services–6.27%
AT&T Inc.		191,100	$	6,464,913
CenturyLink Inc.		142,100		4,706,352
Verizon Communications Inc.		100,700		4,771,166
Windstream Corp.		606,000		4,890,420
				20,832,851
Internet Software & Services–0.73%
AOL Inc.(b)		73,400		2,417,062
IT Consulting & Other Services–0.15%
SAIC, Inc.		32,100		483,747
Leisure Facilities–0.35%
Six Flags Entertainment Corp.		35,600		1,175,156
Leisure Products–0.29%
Hasbro, Inc.		21,300		970,854
Life & Health Insurance–0.07%
StanCorp Financial Group, Inc.		4,500		235,440
Mortgage REIT’s–4.90%
Annaly Capital Management Inc.		422,900		4,935,243
MFA Financial, Inc.		364,800		2,626,560
Starwood Property Trust, Inc.		160,800		4,008,744
Two Harbors Investment Corp.		495,500		4,712,205
				16,282,752
Movies & Entertainment–0.16%
Regal Entertainment Group–Class A		29,300		524,177
Multi-Line Insurance–0.19%
Assurant, Inc.		11,900		631,176
Multi-Utilities–2.84%
Ameren Corp.		53,800		1,818,978
Consolidated Edison, Inc.		24,800		1,394,504
Integrys Energy Group, Inc.		4,200		234,864
Public Service Enterprise Group Inc.		148,300		4,807,886
TECO Energy, Inc.		62,900		1,039,737
Vectren Corp.		4,600		149,960
				9,445,929
Oil & Gas Drilling–2.43%
Diamond Offshore Drilling, Inc.		38,700		2,477,961
Seadrill Ltd. (Norway)		120,800		5,588,208
				8,066,169
Oil & Gas Exploration & Production–1.56%
ConocoPhillips		78,300		5,191,290
Oil & Gas Refining & Marketing–2.29%
CVR Energy, Inc.		66,900		2,864,658
HollyFrontier Corp.		13,100		582,688
Phillips 66		43,300		2,472,430
Valero Energy Corp.		21,800		774,554
Western Refining, Inc.		31,000		909,230
				7,603,560

	Shares		Value
Other Diversified Financial Services–1.86%
JPMorgan Chase & Co.		122,300	$	6,179,819
Packaged Foods & Meats–1.45%
General Mills, Inc.		97,900		4,828,428
Pharmaceuticals–7.33%
Eli Lilly & Co.		127,000		6,527,800
Johnson & Johnson		54,500		4,709,345
Merck & Co., Inc.		140,800		6,658,432
Pfizer Inc.		228,100		6,434,701
				24,330,278
Property & Casualty Insurance–3.06%
Allstate Corp. (The)		93,500		4,480,520
Chubb Corp. (The)		7,900		657,043
Mercury General Corp.		3,900		171,132
Old Republic International Corp.		18,200		258,440
Travelers Cos., Inc. (The)		29,800		2,381,020
XL Group PLC		74,700		2,208,132
				10,156,287
Publishing–0.21%
News Corp.–Class A(b)		31,800		499,260
Washington Post Co. (The)–Class B		360		203,040
				702,300
Real Estate–0.24%
Potlatch Corp		20,400		786,624
Regional Banks–1.74%
Fifth Third Bancorp		211,500		3,868,335
KeyCorp		83,300		972,111
Valley National Bancorp		92,400		932,316
				5,772,762
Reinsurance–0.82%
Everest Re Group, Ltd.		5,600		766,920
PartnerRe Ltd.		16,400		1,429,260
Validus Holdings, Ltd. (Bermuda)		15,200		526,072
				2,722,252
Residential REIT’s–0.14%
Camden Property Trust		7,300		451,067
Restaurants–0.08%
Cracker Barrel Old Country Store, Inc.		2,700		265,734
Retail REIT’s–0.32%
Retail Properties of America, Inc.-Class A		80,100		1,068,534
Semiconductors–3.02%
Marvell Technology Group Ltd.		307,400		3,722,614
Microchip Technology Inc.		28,200		1,094,442
NVIDIA Corp.		352,400		5,197,900
				10,014,956

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

10                         Invesco Low Volatility Equity Yield Fund

	Shares		Value
Specialized Consumer Services–1.35%
H&R Block, Inc.		160,500	$	4,479,555
Specialized REIT’s–0.74%
National Health Investors, Inc.		2,800		153,720
Plum Creek Timber Co., Inc.		9,800		434,238
Senior Housing Properties Trust		81,800		1,860,950
				2,448,908
Specialty Properties–0.31%
Omega Healthcare Investors, Inc.		36,200		1,028,080
Systems Software–4.40%
CA, Inc.		45,600		1,333,800
Microsoft Corp.		212,500		7,097,500
Symantec Corp.		241,900		6,195,059
				14,626,359
Thrifts & Mortgage Finance–1.53%
New York Community Bancorp, Inc.		286,300		4,194,295
People’s United Financial Inc.		61,400		873,108
				5,067,403
Tobacco–4.66%
Altria Group, Inc.		142,800		4,838,064
Lorillard, Inc.		117,500		4,970,250

	Shares		Value
Tobacco–(continued)
Philip Morris International Inc.		9,500	$	792,680
Reynolds American Inc.		102,500		4,882,075
				15,483,069
Total Common Stocks & Other Equity Interests (Cost $293,835,484)				324,058,011
	Principal Amount
U.S. Treasury Bills–0.23%
0.11%, 09/12/13 (Cost $749,973)(c)(d)	$	750,000		750,000
	Shares
Money Market Funds–2.06%
Liquid Assets Portfolio–Institutional Class(e)		3,426,824		3,426,824
Premier Portfolio–Institutional Class(e)		3,426,825		3,426,825
Total Money Market Funds (Cost $6,853,649)				6,853,649
TOTAL INVESTMENTS–99.89% (Cost $301,439,106)				331,661,660
OTHER ASSETS LESS LIABILITIES–0.11%				356,273
NET ASSETS–100.00%			$	332,017,933

Investment Abbreviations:

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)  Security traded on a discount basis. The interest rate shown represents the discount rate at the time of purchase by the Fund.

^(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 Low Volatility Equity Yield Fund

Statement of Assets and Liabilities

August 31, 2013

Assets:
Investments, at value (Cost $294,585,457)	$	324,808,011
Investments in affiliated money market funds, at value and cost		6,853,649
Total investments, at value (Cost $301,439,106)		331,661,660
Receivable for:
Investments sold		9,873
Fund shares sold		144,564
Dividends		1,108,169
Investment for trustee deferred compensation and retirement plans		137,630
Other assets		39,469
Total assets		333,101,365
Liabilities:
Payable for:
Fund shares reacquired		454,393
Variation margin		23,502
Accrued fees to affiliates		265,053
Accrued trustees’ and officers’ fees and benefits		3,942
Accrued other operating expenses		94,585
Trustee deferred compensation and retirement plans		241,957
Total liabilities		1,083,432
Net assets applicable to shares outstanding	$	332,017,933
Net assets consist of:
Shares of beneficial interest	$	361,222,949
Undistributed net investment income		3,558,026
Undistributed net realized gain (loss)		(62,827,840	)
Net unrealized appreciation		30,064,798
	$	332,017,933

Net Assets:
Class A	$	199,635,586
Class B	$	13,288,003
Class C	$	37,335,489
Class R	$	199,932
Class Y	$	4,189,440
Investor Class	$	64,369,353
Class R5	$	13,000,130
Shares outstanding, $0.01 par value per share, with an unlimited number of shares authorized:
Class A		20,005,001
Class B		1,349,794
Class C		3,800,590
Class R		20,132
Class Y		418,070
Investor Class		6,430,977
Class R5		1,295,635
Class A:
Net asset value per share	$	9.98
Maximum offering price per share
(Net asset value of $9.98 ¸ 94.50%)	$	10.56
Class B:
Net asset value and offering price per share	$	9.84
Class C:
Net asset value and offering price per share	$	9.82
Class R:
Net asset value and offering price per share	$	9.93
Class Y:
Net asset value and offering price per share	$	10.02
Investor Class:
Net asset value and offering price per share	$	10.01
Class R5:
Net asset value and offering price per share	$	10.03

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

12                         Invesco Low Volatility Equity Yield Fund

Statement of Operations

For the year ended August 31, 2013

Investment income:
Dividends (net of foreign withholding taxes of $7,489)	$	8,351,648
Dividends from affiliated money market funds		6,162
Total investment income		8,357,810
Expenses:
Advisory fees		1,991,383
Administrative services fees		107,155
Custodian fees		11,423
Distribution fees:
Class A		499,131
Class B		151,915
Class C		390,540
Class R		2,517
Investor Class		162,030
Transfer agent fees — A, B, C, R, Y and Investor		746,403
Transfer agent fees — R5		6,825
Trustees’ and officers’ fees and benefits		33,978
Other		201,870
Total expenses		4,305,170
Less: Fees waived and expense offset arrangement(s)		(11,086	)
Net expenses		4,294,084
Net investment income		4,063,726
Realized and unrealized gain from:
Net realized gain from:
Investment securities		78,767,869
Futures contracts		1,330,149
		80,098,018
Change in net unrealized appreciation (depreciation) of:
Investment securities		(32,699,060	)
Futures contracts		(643,052	)
		(33,342,112	)
Net realized and unrealized gain		46,755,906
Net increase in net assets resulting from operations	$	50,819,632

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

13                         Invesco Low Volatility Equity Yield Fund

Statement of Changes in Net Assets

For the years ended August 31, 2013 and 2012

	2013			2012
Operations:
Net investment income	$	4,063,726		$	3,268,668
Net realized gain		80,098,018			3,600,280
Change in net unrealized appreciation (depreciation)		(33,342,112	)		49,879,997
Net increase in net assets resulting from operations		50,819,632			56,748,945
Distributions to shareholders from net investment income:
Class A		(2,404,575	)		(930,525	)
Class B		(47,545	)		(41,450	)
Class C		(119,396	)		(95,868	)
Class R		(8,911	)		(5,087	)
Class Y		(68,486	)		(21,355	)
Investor Class		(773,952	)		(288,346	)
Class R5		(185,733	)		(71,711	)
Total distributions from net investment income		(3,608,598	)		(1,454,342	)
Share transactions–net:
Class A		(27,233,949	)		(37,945,442	)
Class B		(5,795,678	)		(6,796,360	)
Class C		(9,320,625	)		(14,199,052	)
Class R		(905,829	)		(405,549	)
Class Y		(690,831	)		(216,655	)
Investor Class		(8,125,971	)		(10,855,010	)
Class R5		(33,993	)		(2,297,972	)
Net increase (decrease) in net assets resulting from share transactions		(52,106,876	)		(72,716,040	)
Net increase (decrease) in net assets		(4,895,842	)		(17,421,437	)
Net assets:
Beginning of year		336,913,775			354,335,212
End of year (includes undistributed net investment income of $3,558,026 and $3,055,760, respectively)	$	332,017,933		$	336,913,775

Notes to Financial Statements

August 31, 2013

NOTE 1—Significant Accounting Policies

Invesco Low Volatility Equity Yield Fund, formerly Invesco U.S. Quantitative Core Fund, (the “Fund”) is a series portfolio of AIM Counselor Series Trust (Invesco 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 twelve 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 income and 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 Class R5. On September 24, 2012, Institutional Class shares were renamed Class R5 shares. 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 C shares are sold with a CDSC. Class R, Class Y, Investor Class and Class R5 shares are sold at net asset value. Existing shareholders of Class B shares may continue to reinvest dividends and capital gains distributions in Class B shares until they convert to Class A shares. 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 to Class A shares. 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. Redemption of Class B shares prior to the conversion date will be subject to a CDSC.

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

14                         Invesco Low Volatility Equity Yield Fund

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 (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the 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 the Adviser determines 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’ prices 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 economic 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 became 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 net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s 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.

15                         Invesco Low Volatility Equity Yield Fund

D. Distributions — Distributions from income and net realized capital gain, if any, are generally declared and paid annually and recorded on the 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 of 1986, as amended (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 Class R5 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 the 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 designated 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 Daily 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 Canada 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(s) 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 June 30, 2014, to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual fund operating expenses after fee waiver and/or reimbursement (excluding certain items discussed below) of Class A, Class B,

16                         Invesco Low Volatility Equity Yield Fund

Class C, Class R, Class Y, Investor Class and Class R5 shares to 2.00%, 2.75%, 2.75%, 2.25%, 1.75%, 2.00% and 1.75% 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 waiver and/or reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; 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, 2014. 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, 2014, 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, 2013, the Adviser waived advisory fees of $8,740.

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, 2013, 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, 2013, 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 Class R5 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, 2013, 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, 2013, IDI advised the Fund that IDI retained $11,188 in front-end sales commissions from the sale of Class A shares and $16,443 and $607 from 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 the Adviser, 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, 2013. 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	$	330,911,660		$	—	$	—	$	330,911,660
U.S. Treasury Securities		—			750,000		—		750,000
	$	330,911,660		$	750,000	$	—	$	331,661,660
Futures*		(157,756	)		—		—		(157,756	)
Total Investments	$	330,753,904		$	750,000	$	—	$	331,503,904

* Unrealized appreciation (depreciation).

17                         Invesco Low Volatility Equity Yield Fund

NOTE 4—Derivative Investments

Value of Derivative Investments at Period-End

The table below summarizes the value of the Fund’s derivative investments, detailed by primary risk exposure, held as of August 31, 2013:

	Value
Risk Exposure/Derivative Type	Assets		Liabilities
Market risk
Futures contracts(a)	$	—	$	(157,756	)

^(a)  Includes cumulative appreciation (depreciation) of futures contracts. Only current day’s variation margin receivable (payable) is reported within the Statement of Assets and Liabilities.

Effect of Derivative Investments for the year ended August 31, 2013

The table below summarizes the gains (losses) on derivative investments, detailed by primary risk exposure, recognized in earnings during the period:

	Location of Gain (Loss) on Statement of Operations
	Futures*
Realized Gain
Market risk	$	1,330,149
Change in Unrealized Appreciation (Depreciation)
Market risk		(643,052	)
Total	$	687,097

* The average notional value of futures contracts outstanding during the period was $7,357,005.

Open Futures Contracts
Long Contracts	Number of Contracts		Expiration Month		Notional Value		Unrealized Appreciation (Depreciation)
E- Mini S&P 500 Index		88		September-2013	$	7,177,720	$	(157,756	)

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, 2013, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $2,346.

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 State Street Bank and Trust Company, the custodian bank. Such balances, if any at period end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. 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.

18                         Invesco Low Volatility Equity Yield Fund

NOTE 8—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Years Ended August 31, 2013 and 2012:

	2013		2012
Ordinary income	$	3,608,598	$	1,454,342

Tax Components of Net Assets at Period-End:

	2013
Undistributed ordinary income	$	3,781,176
Undistributed long-term gain		5,332,154
Net unrealized appreciation — investments		29,316,432
Temporary book/tax differences		(223,170	)
Capital loss carryforward		(67,411,608	)
Shares of beneficial interest		361,222,949
Total net assets	$	332,017,933

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 Regulated Investment Company Modernization Act of 2010 eliminated the eight-year carryover period for capital losses that arise in taxable years beginning after its enactment date of December 22, 2010. Consequently, these capital losses can be carried forward for an unlimited period. However, capital losses with an expiration period may not be used to offset capital gains until all net capital losses without an expiration date have been utilized. Additionally, post-enactment capital loss carryovers will retain their character as either short-term or long-term capital losses instead of as short-term capital losses as under prior law. 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 $70,759,225 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, 2013, which expires as follows:

Capital Loss Carryforward*
Expiration	Short-Term		Long-Term		Total
August 31, 2016	$	33,513,732	$	—	$	33,513,732
August 31, 2018		33,897,876		—		33,897,876
	$	67,411,608	$	—	$	67,411,608

* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code. To the extent that unrealized gains as of May 23, 2011, the date of reorganization of Invesco Select Equity Fund and Invesco Van Kampen Premium Income Fund into the Fund, are realized on securities held in each fund at such date of reorganization, the capital loss carryforward may be further limited for up to five years from the date of the reorganization.

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, 2013 was $347,904,198 and $399,668,058, 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	$	37,726,922
Aggregate unrealized (depreciation) of investment securities		(8,410,490	)
Net unrealized appreciation of investment securities	$	29,316,432

Cost of investments for tax purposes is $302,345,228.

NOTE 10—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of litigation and capital loss carryforward, on August 31, 2013, undistributed net investment income was increased by $47,138, undistributed net realized gain (loss) was increased by $952,330 and shares of beneficial interest was decreased by $999,468. This reclassification had no effect on the net assets of the Fund.

19                         Invesco Low Volatility Equity Yield Fund

NOTE 11—Share Information

	Summary of Share Activity
	Years ended August 31,
	2013(a)						2012
	Shares			Amount			Shares			Amount
Sold:
Class A		791,263		$	7,509,498			1,233,552		$	9,581,190
Class B		27,394			256,786			52,399			404,485
Class C		224,308			2,102,551			262,766			2,049,034
Class R		47,129			407,001			10,411			82,193
Class Y		124,611			1,160,536			105,238			852,079
Investor Class		598,412			5,620,041			887,672			7,116,364
Class R5		251,033			2,499,070			126,149			971,236
Issued as reinvestment of dividends:
Class A		248,581			2,142,768			110,291			819,460
Class B		4,655			39,806			4,705			34,581
Class C		10,631			90,790			9,743			71,514
Class R		1,023			8,795			494			3,648
Class Y		6,167			53,284			2,083			15,520
Investor Class		87,128			753,658			37,687			280,770
Class R5		21,468			185,483			9,615			71,634
Automatic conversion of Class B shares to Class A shares:
Class A		218,167			2,029,866			344,576			2,719,115
Class B		(220,775	)		(2,029,866	)		(348,922	)		(2,719,115	)
Reacquired:
Class A		(4,206,505	)		(38,916,081	)		(6,568,951	)		(51,065,207	)
Class B		(444,734	)		(4,062,404	)		(582,251	)		(4,516,311	)
Class C		(1,269,208	)		(11,513,966	)		(2,142,291	)		(16,319,600	)
Class R		(151,067	)		(1,321,625	)		(65,832	)		(491,390	)
Class Y		(203,050	)		(1,904,651	)		(138,938	)		(1,084,254	)
Investor Class		(1,540,011	)		(14,499,670	)		(2,317,894	)		(18,252,144	)
Class R5		(285,481	)		(2,718,546	)		(407,522	)		(3,340,842	)
Net increase (decrease) in share activity		(5,658,861	)	$	(52,106,876	)		(9,375,220	)	$	(72,716,040	)

^(a)  There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 18% 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 Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.

20                         Invesco Low Volatility Equity Yield Fund

NOTE 12—Financial Highlights

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

	Net asset value, beginning of period		Net investment income(a)		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends from net investment income			Distributions from net realized gains			Total distributions			Net asset value, end of period		Total return(b)			Net assets, end of period (000’s omitted)		Ratio of expenses to average net assets with fee waivers and/or expenses absorbed			Ratio of expenses to average net assets without fee waivers and/or expenses absorbed			Ratio of net investment income to average net assets			Portfolio turnover(c)
Class A
Year ended 08/31/13	$	8.66	$	0.12	$	1.31		$	1.43		$	(0.11	)	$	—		$	(0.11	)	$	9.98		16.71	%	$	199,636		1.18	%(d)		1.18	%(d)		1.31	%(d)		107	%
Year ended 08/31/12		7.34		0.09		1.27			1.36			(0.04	)		—			(0.04	)		8.66		18.54			198,831		1.03			1.23			1.10			45
Year ended 08/31/11		6.29		0.07		1.06			1.13			(0.08	)		—			(0.08	)		7.34		18.00			204,311		1.00			1.22			0.90			125
Year ended 08/31/10		6.47		0.06		(0.12	)		(0.06	)		(0.12	)		—			(0.12	)		6.29		(1.07	)		1,265		1.00			1.31			0.93			71
Year ended 08/31/09		9.89		0.11		(2.16	)		(2.05	)		(0.07	)		(1.30	)		(1.37	)		6.47		(18.66	)		1,618		0.66			1.29			1.85			77
Class B
Year ended 08/31/13		8.53		0.05		1.29			1.34			(0.03	)		—			(0.03	)		9.84		15.72			13,288		1.93	(d)		1.93	(d)		0.56	(d)		107
Year ended 08/31/12		7.26		0.03		1.26			1.29			(0.02	)		—			(0.02	)		8.53		17.75			16,913		1.78			1.98			0.35			45
Year ended 08/31/11		6.22		0.01		1.06			1.07			(0.03	)		—			(0.03	)		7.26		17.15			20,750		1.75			1.97			0.15			125
Year ended 08/31/10		6.37		0.01		(0.13	)		(0.12	)		(0.03	)		—			(0.03	)		6.22		(1.85	)		173		1.75			2.06			0.18			71
Year ended 08/31/09		9.79		0.06		(2.13	)		(2.07	)		(0.05	)		(1.30	)		(1.35	)		6.37		(19.10	)		211		1.41			2.04			1.10			77
Class C
Year ended 08/31/13		8.51		0.05		1.29			1.34			(0.03	)		—			(0.03	)		9.82		15.75			37,335		1.93	(d)		1.93	(d)		0.56	(d)		107
Year ended 08/31/12		7.25		0.03		1.25			1.28			(0.02	)		—			(0.02	)		8.51		17.64			41,148		1.78			1.98			0.35			45
Year ended 08/31/11		6.22		0.01		1.05			1.06			(0.03	)		—			(0.03	)		7.25		16.99			48,592		1.75			1.97			0.15			125
Year ended 08/31/10		6.37		0.01		(0.13	)		(0.12	)		(0.03	)		—			(0.03	)		6.22		(1.85	)		219		1.75			2.06			0.18			71
Year ended 08/31/09		9.79		0.06		(2.13	)		(2.07	)		(0.05	)		(1.30	)		(1.35	)		6.37		(19.10	)		254		1.41			2.04			1.10			77
Class R
Year ended 08/31/13		8.61		0.10		1.30			1.40			(0.08	)		—			(0.08	)		9.93		16.37			200		1.43	(d)		1.43	(d)		1.06	(d)		107
Year ended 08/31/12		7.31		0.07		1.26			1.33			(0.03	)		—			(0.03	)		8.61		18.24			1,059		1.28			1.48			0.85			45
Year ended 08/31/11		6.27		0.05		1.06			1.11			(0.07	)		—			(0.07	)		7.31		17.68			1,300		1.25			1.47			0.65			125
Year ended 08/31/10		6.45		0.05		(0.12	)		(0.07	)		(0.11	)		—			(0.11	)		6.27		(1.30	)		1,335		1.25			1.56			0.68			71
Year ended 08/31/09		9.86		0.10		(2.15	)		(2.05	)		(0.06	)		(1.30	)		(1.36	)		6.45		(18.70	)		77		0.91			1.54			1.60			77
Class Y
Year ended 08/31/13		8.71		0.15		1.30			1.45			(0.14	)		—			(0.14	)		10.02		16.90			4,189		0.93	(d)		0.93	(d)		1.56	(d)		107
Year ended 08/31/12		7.37		0.11		1.27			1.38			(0.04	)		—			(0.04	)		8.71		18.89			4,269		0.78			0.98			1.35			45
Year ended 08/31/11		6.32		0.09		1.06			1.15			(0.10	)		—			(0.10	)		7.37		18.24			3,846		0.75			0.97			1.15			125
Year ended 08/31/10		6.50		0.08		(0.13	)		(0.05	)		(0.13	)		—			(0.13	)		6.32		(0.85	)		142		0.75			1.06			1.18			71
Year ended 08/31/09(e)		8.29		0.12		(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 08/31/13		8.69		0.12		1.31			1.43			(0.11	)		—			(0.11	)		10.01		16.65			64,369		1.18	(d)		1.18	(d)		1.31	(d)		107
Year ended 08/31/12		7.36		0.09		1.28			1.37			(0.04	)		—			(0.04	)		8.69		18.63			63,296		1.03			1.23			1.10			45
Year ended 08/31/11		6.32		0.07		1.05			1.12			(0.08	)		—			(0.08	)		7.36		17.76			63,890		1.00			1.22			0.90			125
Year ended 08/31/10		6.50		0.06		(0.12	)		(0.06	)		(0.12	)		—			(0.12	)		6.32		(1.07	)		69,635		1.00			1.31			0.93			71
Year ended 08/31/09		9.90		0.12		(2.15	)		(2.03	)		(0.07	)		(1.30	)		(1.37	)		6.50		(18.43	)		88,674		0.66			1.29			1.85			77
Class R5
Year ended 08/31/13		8.71		0.16		1.31			1.47			(0.15	)		—			(0.15	)		10.03		17.12			13,000		0.76	(d)		0.76	(d)		1.73	(d)		107
Year ended 08/31/12		7.37		0.11		1.28			1.39			(0.05	)		—			(0.05	)		8.71		18.90			11,397		0.76			0.77			1.37			45
Year ended 08/31/11		6.32		0.09		1.06			1.15			(0.10	)		—			(0.10	)		7.37		18.24			11,645		0.74			0.77			1.18			125
Year ended 08/31/10		6.50		0.08		(0.12	)		(0.04	)		(0.14	)		—			(0.14	)		6.32		(0.83	)		11,793		0.75			0.91			1.18			71
Year ended 08/31/09		9.91		0.13		(2.16	)		(2.03	)		(0.08	)		(1.30	)		(1.38	)		6.50		(18.32	)		22,128		0.41			0.89			2.10			77

^(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. For the period ended August 31, 2011, the portfolio turnover calculation excludes the value of securities purchased of $286,080,448 and sold of $155,521,831 in the effort to realign the Fund’s portfolio holdings after the reorganization of Invesco Select Equity Fund and Invesco Van Kampen Equity Premium Income Fund into the Fund.

^(d)  Ratios are based on average daily net assets (000’s omitted) of $199,653, $15,192, $39,054, $503, $4,329, $64,812 and $11,915 for Class A, Class B, Class C, Class R, Class Y, Investor Class, and Class R5 shares, respectively.

^(e)  Commencement date of October 03, 2008 for Class Y shares.

^(f)  Annualized.

21                         Invesco Low Volatility Equity Yield Fund

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 Low Volatility Equity Yield 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 Low Volatility Equity Yield Fund (formerly known as Invesco U.S. Quantitative Core Fund; one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2013, 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 five years in 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 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, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

October 25, 2013

Houston, Texas

22                         Invesco Low Volatility Equity Yield Fund

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, 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, 2013 through August 31, 2013.

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 or contingent deferred sales charges on redemptions, 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.

Class	Beginning Account Value (03/01/13)		ACTUAL				HYPOTHETICAL (5% annual return before expenses)				Annualized Expense Ratio
			Ending Account Value (08/31/13)1		Expenses Paid During Period2		Ending Account Value (08/31/13)		Expenses Paid During Period2
A	$	1,000.00	$	1,094.30	$	6.18	$	1,019.31	$	5.96		1.17	%
B		1,000.00		1,089.70		10.11		1,015.53		9.75		1.92
C		1,000.00		1,088.70		10.11		1,015.53		9.75		1.92
R		1,000.00		1,092.40		7.49		1,018.05		7.22		1.42
Y		1,000.00		1,095.10		4.86		1,020.57		4.69		0.92
Investor		1,000.00		1,094.00		6.18		1,019.31		5.96		1.17
R5		1,000.00		1,096.20		4.02		1,021.37		3.87		0.76

¹  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2013 through August 31, 2013, 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 Low Volatility Equity Yield Fund

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 Invesco Low Volatility Equity Yield Fund’s (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 Canada Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 17-19, 2013, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% 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, 2013. The Board determined that the continuation of the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers under the agreements is fair and reasonable.

The Board’s Fund Evaluation Process

The Board’s Investments Committee has established three Sub-Committees, each of which is primarily responsible for overseeing the management of a number of the funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet throughout the year to review the performance of their assigned Invesco 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 Invesco Funds and other members of management to review the performance, investment objective(s), policies, strategies, limitations and investment risks 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 their assigned Invesco Funds. Each Sub-Committee recommends to the Investments Committee, which in turn recommends to the full Board, whether and on what terms 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 Invesco Advisers and Lipper Inc. (Lipper), an independent provider of investment company

data. The Trustees also receive an independent written evaluation from the Senior Officer. The Senior Officer’s evaluation 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 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. In addition to meetings with Invesco Advisers and fund counsel, the independent Trustees also discuss the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.

In evaluating the fairness and reasonableness of compensation under the Fund’s investment advisory agreement and sub-advisory contracts, the Board considered, among other things, the factors discussed below. The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation between the Trustees and Invesco Advisers as well as advisory fees previously approved by different predecessor boards. 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 Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee.

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 19, 2013, 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, including the Fund’s portfolio manager or managers, with whom the Sub-Committees met during the year. The Board’s review of the qualifications of Invesco Advisers to provide advisory services included the Board’s consideration of Invesco Advisers’ investment process oversight, independent credit analysis and investment risk management.

In determining whether to continue the Fund’s investment advisory agreement, the Board considered the benefits of reapproving an existing relationship and the greater uncertainty that may be associated with entering into a new relationship. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds such as various back office support functions, equity and fixed income trading operations, internal audit, distribution and legal and compliance. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s investment advisory agreement.

The Board reviewed the services that may be 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 noted that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Affiliated Sub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. 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. The Board concluded that the nature, extent and quality of the services that may be provided by the Affiliated Sub-Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s sub-advisory contracts.

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 funds in the Lipper performance universe and against the Lipper Large-Cap Core Funds Index. The Board noted

24                         Invesco Low Volatility Equity Yield Fund

that performance of Class A shares of the Fund was in the second quintile of the performance universe for the one year period, the third 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 performance of Class A shares of the Fund was above the performance of the Index for the one year period and below the performance of the Index for the three and five year periods. The Trustees noted that they had approved changes to the investment objectives and strategies of the Fund in April. The Trustees also reviewed more recent Fund performance and this review did not change their conclusions.

C. Advisory and Sub-Advisory Fees

The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Lipper expense group at a common asset level. The Board noted that the contractual management fee rate for Class A shares of the Fund was below the median contractual management fee rate of funds in the expense group. The Board noted that the term “contractual management fee” may include both advisory and certain administrative services fees and that Invesco does not charge the Invesco Funds for the administrative services included in the term as defined by Lipper. The Board also reviewed the methodology used by Lipper in providing expense group information, which includes using each fund’s contractual management fee schedule (including any applicable breakpoints) as reported in the most recent prospectus or statement of additional information for each fund in the expense group.

The Board noted that Invesco Advisers and its affiliates do not advise other funds or client accounts with investment strategies comparable to those of the Fund.

The Board also considered the services that may be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the fees payable by Invesco Advisers to the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board also noted that the sub-advisory fees are not paid directly by the Fund, but rather, are payable by Invesco Advisers to the Affiliated Sub-Advisers.

Based upon the information and considerations described above, the Board concluded that the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers is 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 economies of scale through contractual breakpoints in the Fund’s advisory fee schedule and was assisted in this review by a report from the Senior Officer. 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 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 for the year ended December 31, 2012. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board considered the profitability of Invesco Advisers in managing the Fund and the Invesco Funds. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its subsidiaries provide to the Invesco Funds and the Fund. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund to be excessive given the nature, quality and extent of the services provided to the Invesco Funds. The Board received and accepted information from Invesco Advisers demonstrating that 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.

F. Collateral Benefits to Invesco Advisers and its Affiliates

The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees received for their provision of transfer agency and distribution services to the Fund. The Board considered comparative information regarding fees charged for these services, including information provided by Lipper and other independent sources. The Board considered the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed 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; that the services are required for the operation of the Fund; that Invesco Advisers and its affiliates can provide services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and that the fees for such services are fair and reasonable in light of the usual and customary charges by others for services of the same nature and quality.

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 services from Invesco Advisers and the Affiliated Sub-Advisers to the Invesco Funds and that the research received may be used with

other clients of Invesco Advisers and may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board also considered periodic reports from the Chief Compliance Officer of the Invesco Funds demonstrating that these arrangements are consistent with regulatory requirements. The Board did not deem the soft dollar arrangements to be inappropriate.

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 receives advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through varying periods the advisory fees payable by the Invesco Funds. The waiver is 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.

The Board also considered use of an affiliated broker to execute certain trades for the Fund to among other things, control information leakage, and were advised that such trades are executed in compliance with rules under the Investment Company Act of 1940, as amended.

25                         Invesco Low Volatility Equity Yield Fund

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, 2013:

Federal and State Income Tax
Qualified Dividend Income*	100	%
Corporate Dividends Received Deduction*	100	%
U.S. Treasury Obligations*	0	%

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

26                         Invesco Low Volatility Equity Yield Fund

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 1000, 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.

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
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 Formerly: Chairman and Chief Executive Officer, 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)	117	None
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, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent); 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 Corporate Class Inc. (corporate mutual fund company) and Invesco Canada Fund Inc. (corporate mutual fund company); Director, Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); 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); Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, Chief Executive Officer and President, Van Kampen Exchange Corp. Formerly: Director and Chairman, Van Kampen Investor Services Inc.: Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); and Van Kampen Investments Inc.; Director and President, AIM GP Canada Inc. (general partner for limited partnerships); and Van Kampen Advisors, Inc.; Director and Chief Executive Officer, Invesco Trimark Dealer Inc. (registered broker dealer); 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.	117	None
Wayne W. 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 certain funds in the Fund Complex	130	Director of the Mutual Fund Directors Forum, a nonprofit membership organization for investment directors; Chairman and Director of the Abraham Lincoln Presidential Library Foundation; and Director of the Stevenson Center for Democracy

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 Invesco Fund Complex because he and his firm currently provide legal services as legal counsel to such Funds.

T-1                         Invesco Low Volatility Equity Yield Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Independent Trustees
Bruce L. Crockett — 1944 Trustee and Chair	2003	Chairman, Crockett Technologies Associates (technology consulting company) Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)	117	ACE Limited (insurance company); Investment Company Institute
David C. Arch — 1945 Trustee	2010	Chairman and Chief Executive Officer of Blistex Inc., (consumer health care products manufacturer) Formerly: Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago	130	Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan
Frank S. Bayley — 1939 Trustee	2003	Retired Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and General Partner and Of Counsel, law firm of Baker & McKenzie, LLP	117	Director and Chairman, C.D. Stimson Company (a real estate investment company); Trustee and Overseer, The Curtis Institute of Music
James T. Bunch — 1942 Trustee	2000	Managing Member, Grumman Hill Group LLC (family office private equity management) Formerly: Founder, Green, Manning & Bunch Ltd. (investment banking firm)(1988-2010); Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation	117	Chairman, Board of Governors, Western Golf Association; Chairman-elect, Evans Scholars Foundation; and Director, Denver Film Society
Rodney F. Dammeyer — 1940 Trustee	2010	Chairman of CAC, LLC, (private company offering capital investment and management advisory services) Formerly: Prior to 2001, Managing Partner at Equity Group Corporate Investments; Prior to 1995, Chief Executive Officer of Itel Corporation (formerly Anixter International); 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.; From 1987 to 2010, Director/Trustee of investment companies in the Van Kampen Funds complex	117	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.
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)	117	Director of Nature’s Sunshine Products, Inc.
Jack M. Fields — 1952 Trustee	2003	Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); Owner and Chief Executive Officer, Dos Angeles Ranch, L.P. (cattle, hunting, corporate entertainment); and Discovery Global Education Fund (non-profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives	117	Insperity, Inc. (formerly known as Administaff)
Prema Mathai-Davis — 1950 Trustee	2003	Retired Formerly: Chief Executive Officer, YWCA of the U.S.A.	117	None
Larry Soll — 1942 Trustee	1997	Retired Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)	117	None
Hugo F. Sonnenschein — 1940 Trustee	2010	Distinguished Service Professor and President Emeritus of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago Formerly: President of the University of Chicago	130	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

T-2                         Invesco Low Volatility Equity Yield Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Independent Trustees—(continued)
Raymond Stickel, Jr. — 1944 Trustee	2005	Retired Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche	117	None
Other Officers
Russell C. Burk — 1958 Senior Vice President and Senior Officer	2005	Senior Vice President and Senior Officer, The 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.) 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, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, 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 and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Aim Advisers, Inc. and Van Kampen Investments 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
Karen Dunn Kelley — 1960 Vice President	2003	Head of Invesco’s World Wide Fixed Income and Cash Management Group; Director, Co-President, Co-Chief Executive Officer, and Co-Chairman, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Chairman, Invesco Senior Secured Management, Inc.; Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Invesco Mortgage Capital Inc., and Invesco Management Company Limited; Director and President, INVESCO Asset Management (Bermuda) Ltd., Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); and 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: Director, INVESCO Global Asset Management Limited and INVESCO Management S.A.; Senior Vice President, Van Kampen Investments Inc. and Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); 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

T-3                         Invesco Low Volatility Equity Yield Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Other Officers—(continued)
Sheri Morris — 1964 Vice President, Treasurer and Principal Financial Officer	2003	Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); and Vice President, 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: Vice President, Invesco Aim 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.; and Treasurer, 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	N/A	N/A
Crissie M. Wisdom — 1969 Anti-Money Laundering Compliance Officer	2013	Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser), Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.), Invesco Distributors, Inc., Invesco Investment Services, Inc., Invesco Management Group, Inc., Van Kampen Exchange Corp., The Invesco Funds, Invesco Funds (Chicago), and 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; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, 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.) 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; Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) and Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) Formerly: Chief Compliance Officer, Invesco Funds (Chicago); Senior Vice President, Van Kampen Investments Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment adviser), Invesco Global Asset Management (N.A.), Inc., Invesco Senior Secured Management, Inc. (registered investment adviser), Van Kampen Investor Services Inc., 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; and 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 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Investment Adviser Invesco Advisers, Inc. 1555 Peachtree Street, N.E. Atlanta, GA 30309	Distributor Invesco Distributors, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Auditors PricewaterhouseCoopers LLP 1201 Louisiana Street, Suite 2900 Houston, TX 77002-5678
Counsel to the Fund Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103-7018	Counsel to the Independent Trustees Goodwin Procter LLP 901 New York Avenue, N.W. Washington, D.C. 20001	Transfer Agent Invesco Investment Services, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Custodian State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110-2801

T-4                         Invesco Low Volatility Equity Yield Fund

Invesco mailing information

Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.

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 shown below.

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 most recent 12-month period ended June 30 is available at 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 US 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.

SEC file numbers: 811-09913 and 333-36074                    LVEY-AR-1        Invesco Distributors, Inc.

Letters to Shareholders

Dear Shareholders: Enclosed in this annual report, you’ll find information about your Fund and the factors that affected its performance during the reporting period. Inside, you’ll also find a discussion from your portfolio managers about how they managed your Fund, as well as performance data for your Fund, a complete list of your Fund’s investments as of the close of the reporting period and other important information. I hope you find this report of interest. During the reporting period covered by this report, major US equity indexes made multiyear or even all-time highs.1 Economic data were generally positive; housing and consumer spending data were particularly encouraging. Nonetheless, economic uncertainty and concern about continuing political and budget gridlock in Washington persisted. The US Federal Reserve’s deliberate vagueness about when, and to what degree, it might begin to curtail its extraordinarily accommodative monetary policies – together with uncertainty about who will

next lead the central bank – affected fixed income and equity markets alike. Most developed, non-US stock markets remained positive for the first half of 2013, despite a difficult second quarter. Periods of market volatility and economic uncertainty can weaken the will of even the most resolute investor. That’s why Invesco believes it’s often helpful to work with a skilled and trusted financial adviser who can emphasize the importance of adhering to an investment plan designed to achieve long-term goals rather than being sidetracked by short-term uncertainty that can result in inaction. A financial adviser who is familiar with your individual financial situation, investment goals and risk tolerance can be an invaluable partner as you work toward your financial goals. He or she can provide insight and perspective when markets are volatile; encouragement and reassurance when times are uncertain; and advice and guidance when your financial situation or investment goals change. Our website, invesco.com/us, is another source of timely insight and information for investors. On the website, you’ll find fund-specific as well as more general information from many of Invesco’s investment professionals. You’ll find in-depth articles, video clips and audio commentaries – and, of course, you also can access information about your Invesco account whenever it’s convenient for you.

What we mean by Intentional Investing

At Invesco, all of our people and all of our resources are dedicated to helping investors achieve their financial objectives. It’s a philosophy we call Intentional Investing, and it guides the way we:

¢ Manage investments – Our dedicated investment professionals search the world for the best opportunities, and each investment team follows a clear, disciplined process to build portfolios and mitigate risk.

¢ Provide choices – We offer multiple investment strategies, allowing you and your financial adviser to build a portfolio that’s purpose-built for your needs.

¢ Connect with you – We’re committed to giving you the expert insights you need to make informed investing decisions, and we are well-equipped to provide high-quality support for investors and advisers.

At Invesco, we believe in putting investors first. That’s why investment management is all we do. Our sole focus on managing your money allows you and your financial adviser to build a portfolio of Invesco funds appropriate for your investment needs and goals today and when your circumstances change.

Have questions?

For questions about your account, feel free to contact an Invesco client services representative at 800 959 4246. For Invesco-related questions or comments, please email me directly at phil@invesco.com.

All of us at Invesco look forward to serving your investment management needs for many years to come. Thank you for investing with us.

Sincerely,

Philip Taylor

Senior Managing Director, Invesco Ltd.

1 Source: Reuters

2                 Invesco Pennsylvania Tax Free Income Fund

Dear Fellow Shareholders: The Invesco Funds Board has worked on a variety of issues over the last several months, and I’d like to take this opportunity to discuss two that affect you and our fellow fund shareholders. The first issue on which your Board has been working is our annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This annual review, which is required by the Investment Company Act of 1940, focuses on the nature and quality of the services Invesco provides as adviser to the Invesco Funds and the reasonableness of the fees that it charges for those services. Each year, we spend months reviewing detailed information that we request from Invesco that allows us to evaluate its services and fees. We also use information from many independent sources, including materials provided by the independent Senior Officer of the Invesco Funds, who reports directly to the independent Trustees on the Board. Additionally, we meet with independent legal counsel and review

performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field.

I’m pleased to report that the Board determined in June that renewing the investment advisory agreement and the sub-advisory contracts with Invesco Advisers and its affiliates would serve the best interests of each fund and its shareholders.

The second area of focus to highlight is the Board’s efforts to ensure that we provide a lineup of funds that allow financial advisers to build portfolios that meet shareholders’ changing financial needs and goals. Today, more and more investors are reaching, or approaching, retirement. But interest rates remain low, making it difficult for many investors to generate the income they need, or will soon need, in their retirement years.

The members of your Board think about these things, too, and we’ve worked with Invesco Advisers to provide more income-generating options in the Invesco Funds lineup to help shareholders potentially meet their income needs. Your Board recently approved changes to three existing equity mutual funds, increasing their focus on generating income while also seeking to provide long-term growth of capital.

As a result of these changes, the funds and their respective management teams now have more flexibility to invest in the types of securities that could meet investors’ growing need for income generation, and in some cases, also help investors diversify their sources of income. These equity funds complement an array of fixed-income, asset allocation and alternative investment options in the Invesco Funds lineup designed to accommodate a variety of risk tolerances.

Be assured that your Board will continue working on behalf of fund shareholders, keeping your needs and interests uppermost in our minds.

As always, please contact me at bruce@brucecrockett.com with any questions or concerns you may have. On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.

Sincerely,

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

3                Invesco Pennsylvania Tax Free Income Fund

Management’s Discussion of Fund Performance

Performance summary

Invesco Pennsylvania Tax Free Income Fund posted negative returns for the fiscal year ended August 31, 2013. The Fund underperformed its broad market benchmark, the Barclays Municipal Bond Index, and its style-specific benchmark, the Barclays Pennsylvania Municipal Index. The Fund’s overweight allocation to, and security selection in, the long end of the municipal yield curve were the main contributors to its relative performance versus its style-specific benchmark for the reporting period.

Your Fund’s long-term performance appears later in this report.

Fund vs. Indexes

Total returns, 8/31/12 to 8/31/13, 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	-6.24	%
Class B Shares	-6.28
Class C Shares	-7.00
Class Y Shares	-6.06
Barclays Municipal Bond Index‚ (Broad Market Index)	-3.70
Barclays Pennsylvania Municipal Indexn (Style-Specific Index)	-3.21
Source(s): ‚Lipper Inc.; nBarclays via FactSet Research Systems Inc.

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 investment in a varied portfolio of medium and lower grade municipal securities.

    We invest primarily in medium grade and lower grade securities. However, at times, conditions in the Pennsylvania municipal market may be such that we elect to invest in higher grade securities. Generally, and depending on market conditions, higher grade municipal securities may better protect net asset value (NAV) against declines, but may produce lower yields than lower rated municipal securities, since yields on higher grade securities are usually lower than yields on medium grade or lower grade securities.

As a result, we may not invest in the highest-yielding Pennsylvania municipal securities permitted by our investment policies if we determine that they may subject the Fund to undue risk.

    The Fund’s investment in medium grade and lower grade securities involves special risks as compared to investing in higher grade securities. We do not purchase securities that are in default or rated in categories lower than B- by Standard & Poor’s or B3 by Moody’s Investors Service, Inc. (Moody’s) at the time of purchase 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 its average maturity based on our expectations about the direction of interest rates and other economic factors.

Portfolio Composition
By credit sector, based on total investments
Revenue Bonds	88.7	%
General Obligation Bonds	6.0
Other	3.3
Pre-refunded Bonds	2.0

Total Net Assets	$134.1 million
Total Number of Holdings	139

The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.

Top Five Fixed Income Holdings
1.	Pennsylvania (State of) Higher Educational Facilities Authority (Trustees of the University of Pennsylvania); Series 2005 C	3.5	%
2.	Delaware Valley Regional Financial Authority; Series 2002	3.0
3.	Philadelphia (City of) Industrial Development Authority; Series 1990	1.9
4.	Westmoreland (County of) Industrial Development Authority (Redstone Presbyterian Senior Care Obligated Group); Series 2005 A	1.8
5.	Dauphin (County of) General Authority (Pinnacle Health System); Series 2009 A	1.7

We select securities that 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.

Market conditions and your Fund

Pennsylvania has improved governance with two consecutive years of timely budgets while reducing its reliance on nonrecurring revenue sources. The commonwealth has a diverse economic base and moderate debt levels. Pennsylvania depends on income, sales, fuel and other taxes to derive over 50% of revenues, with federal aid and grants comprising 40% of receipts.¹ The commonwealth’s resources are used largely for school aid and public welfare, which account for more than three-fourths of the commonwealth’s General Fund expenditures.¹ The commonwealth’s economic performance is largely dependent on job growth. During the most recent recession, job losses in Pennsylvania were less than the national average. During the recovery, the commonwealth has seen gains across all sectors, with the lone exception being government employment. The service sector accounts for nearly half of non-farm employment, followed by trade (15%), government (13%), manufacturing (11%), and finance (7%).¹ A potential boom for Pennsylvania exists with the Marcellus Shale natural gas reserve field, which is estimated as the second largest in the country, and is projected to provide 200,000 jobs and add more than $18 billion to gross state product by 2020.²

    Throughout the Fund’s reporting period, fundamentals for municipal debt issuers improved on the whole. Quarterly state tax collections increased year-over-year for 15 consecutive quarters through the second quarter of 2013 (the most recent results available).³ Rising home prices and expanding new housing starts, which drive property tax receipts, were also supportive for municipal issuers.

    Performance for the asset class, however, can be divided into distinct time periods. From September 2012 through April 2013, performance generally followed the improving credit trends in the municipal market. Positive returns were further bolstered by limited new issuance and continued inflows into the asset class. Municipal

4                Invesco Pennsylvania Tax Free Income Fund

bond funds recorded $50 billion of net inflows in 2012 and an additional $9 billion during the first quarter of 2013.⁴ In fact, the quarter ending March 31, 2013, marked the ninth consecutive⁵ quarter of positive performance for the broad municipal bond market. April was also a strong month for the market.

    Beginning in May, market sentiment began to shift and technical market forces drove performance to diverge from issuer fundamentals. As the economy gradually improved, the market became increasingly wary over the specter of rising interest rates. In late June, fixed income investors’ concerns were further inflamed when the US Federal Reserve made public comments on the timing for tapering its government and mortgage bond buying program. Relatively modest outflows from municipal bond funds of more than $750 million in May turned into a deluge of redemptions in excess of $16 billion in June.⁴

    While nearly all fixed income asset classes sold off in June, municipal bonds were particularly hard hit. Retail investors who saw their funds’ NAVs drop sold shares, prompting fund managers to raise cash to meet redemptions by selling bonds. Bond selling in the unidirectional market put further pressure on NAVs, causing more investors to exit the municipal bond asset class.

    Additional concerns crept into the market in July, when the city of Detroit filed the largest municipal bankruptcy on record⁶ and Moody’s downgraded Chicago’s general obligation debt three notches. These idiosyncratic events were largely anticipated by professional investors. Nonetheless, municipal bond funds experienced additional volatility from the reintroduction of headline risk, notwithstanding broad-based credit improvement across the municipal bond asset class. In July and August, municipal bond funds experienced net outflows of approximately $10 billion and $11.5 billion, respectively.⁴ For the reporting period, net outflows totaled approximately $20 billion.⁴

    We recognize this summer’s sell-off was painful for investors. The current environment, however, may present opportunities for long-term investors. As of the end of the fiscal year, municipal bonds were priced attractively relative to Treasuries. The muni-to-Treasury yield ratio of 121% compares to a 10-year historical average of 100%.⁷ A higher ratio indicates relative cheapness. Additionally, higher rates have limited, and may continue to limit, the supply of municipal refinancing deals coming to market.

While redemptions remain elevated, the pace of net outflows has decreased since June. Finally, more and higher taxes, including the 3.8% Medicare tax on investment income,⁸ from which munis are exempt, make municipal bond yields more attractive on an after-tax basis for tax-affected investors.

    For the reporting period, rising rates during the summer sell-off had the largest negative impact on both the Fund and its style-specific index. Longer duration, interest-rate-sensitive bonds were most affected and were the largest negative contributor to absolute performance. The Fund’s longer duration bonds and overweight position in the long end of the yield curve were also the largest sources of underperformance relative to its style-specific index. Security selection in the middle of the yield curve partially offset underperformance.

    The Fund held an off-index position in Puerto Rican revenue bonds which also contributed to underperformance. Following the Detroit bankruptcy filing and Chicago downgrades this summer, investors moved out of more volatile names like Puerto Rico. Puerto Rican debt is held in single-state municipal funds because of its triple tax exempt status. While Puerto Rico negatively impacted returns from revenue bonds, security selection in general obligation bonds made a positive contribution to relative performance.

    During the reporting period, leverage had a negative contribution to the performance of the Fund. The Fund achieved a leveraged position through the use of inverse floating rate securities. The Fund uses leverage because we believe that, over time, leveraging provides opportunities for additional income and total return for shareholders. However, use of leverage also can expose shareholders to additional volatility. For more information about the Fund’s use of leverage, see the Notes to Financial Statements later in this report.

    Thank you for investing in Invesco Pennsylvania Tax Free Income Fund and for sharing our long-term investment horizon.

† 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. For more information on rating methodologies, please visit the following NRSRO websites: standardandpoors.com and select “Understanding Ratings” under Rating Resources on the homepage; or moodys.com and select “Rating Methodologies” under Research and Ratings on the homepage.

1 Source: Pennsylvania Office of the Budget

2 Source: The Pennsylvania Independent Oil and Gas Association

3 Source: US Census Bureau

4 Source: Morningstar

5 Source: Barclays

6 Source: Moody’s

7 Source: Thomson Municipal Market Data

8 Source: Internal Revenue Service

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, if applicable, index disclosures later in this report.

Thomas Byron Portfolio manager, is manager of Invesco Pennsylvania Tax Free Income Fund. He joined Invesco in 2010.

Mr. Byron earned a BS in finance from Marquette University and an MBA in finance from DePaul University.

Robert Stryker Chartered Financial Analyst, portfolio manager, is manager of Invesco Pennsylvania Tax Free Income Fund.

He joined Invesco in 2010. Mr. Stryker earned a BS in finance from the University of Illinois at Chicago.

Julius Williams Portfolio manager, is manager of Invesco Pennsylvania Tax Free Income Fund. He joined Invesco in 2010.

Mr. Williams earned a BA in economics and sociology and a Master of Education degree in educational psychology from the University of Virginia.

Robert Wimmel Portfolio manager, is manager of Invesco Pennsylvania Tax Free Income Fund. He joined Invesco in 2010.

Mr. Wimmel earned a BA in anthropology from the University of Cincinnati and an MA in economics from the University of Illinois at Chicago.

5                Invesco Pennsylvania Tax Free Income Fund

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class(es)

Fund and index data from 8/31/03

1  Source(s): Barclays via FactSet Research Systems Inc.

2  Source: Lipper Inc.

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 above and

before tax table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.

continued from page 8

About indexes used in this report

n The Barclays Municipal Bond Index is an unmanaged index considered representative of the tax-exempt bond market.

n The Barclays Pennsylvania Municipal Index is an unmanaged index considered representative of Pennsylvania investment-grade municipal bonds.

n The Fund is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index(es).

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.

6                 Invesco Pennsylvania Tax Free Income Fund

Average Annual Total Returns

As of 8/31/13, including maximum applicable sales charges

	Before Taxes			After Taxes on Distributions			After Taxes on Distributions and Sale of Fund Shares
Class A Shares
Inception (5/1/87)		5.54	%		5.52	%		5.57	%
10 Years		2.93			2.91			3.21
5 Years		3.26			3.26			3.54
1 Year		-10.24			-10.24			-4.22
Class B Shares
Inception (5/3/93)		3.92	%		3.91	%		4.04	%
10 Years		2.94			2.92			3.14
5 Years		3.69			3.69			3.86
1 Year		-10.80			-10.80			-4.46
Class C Shares
Inception (8/13/93)		3.33	%		3.32	%		3.47	%
10 Years		2.62			2.60			2.83
5 Years		3.37			3.37			3.47
1 Year		-7.90			-7.90			-3.15
Class Y Shares
10 Years		3.47	%		3.45	%		3.68	%
5 Years		4.33			4.33			4.44
1 Year		-6.06			-6.06			-1.67

Average Annual Total Returns

As of 6/30/13, the most recent calendar quarter end, including maximum applicable sales charges

	Before Taxes			After Taxes on Distributions			After Taxes on Distributions and Sale of Fund Shares
Class A Shares
Inception (5/1/87)		5.75	%		5.74	%		5.73	%
10 Years		3.15			3.13			3.35
5 Years		4.17			4.17			4.22
1 Year		-4.34			-4.34			-0.82
Class B Shares
Inception (5/3/93)		4.17	%		4.16	%		4.23	%
10 Years		3.14			3.12			3.26
5 Years		4.63			4.63			4.56
1 Year		-4.82			-4.82			-1.02
Class C Shares
Inception (8/13/93)		3.59	%		3.58	%		3.66	%
10 Years		2.83			2.81			2.97
5 Years		4.31			4.31			4.17
1 Year		-1.71			-1.71			0.39
Class Y Shares
10 Years		3.69	%		3.67	%		3.82	%
5 Years		5.27			5.27			5.13
1 Year		0.24			0.24			1.96

Effective June 1, 2010, Class A, Class B and Class C shares of the predecessor fund, Van Kampen Pennsylvania Tax Free Income 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 (renamed Invesco 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 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.

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 1.03%, 1.03%, 1.78% and 0.78%, 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 4.25% 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.

After-tax returns are calculated using the historical highest individual federal marginal income tax rate. They do not reflect the effect of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares in tax-deferred accounts such as 401(k)s or IRAs. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.

7                Invesco Pennsylvania Tax Free Income Fund

Invesco 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 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, 2013, 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 Class B shares may not be purchased for new or additional investments. 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 Market risk. The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment, general economic and market conditions, regional or global instability, and currency and interest rate fluctuations.

n Credit risk. Credit risk refers to an issuer’s ability to make timely payments of interest and principal. The credit quality of noninvestment-grade securities is considered speculative by recognized rating agencies with respect to the issuer’s continuing ability to pay interest and principal. Lower-grade securities (also sometimes known as junk bonds) may have less liquidity and a higher incident of default than higher-grade securities. The Fund may incur higher expenses to protect the Fund’s interest in such securities. The credit risks and market prices of medium- and lower-grade securities, especially those with longer maturities or those that do not make regular interest payment, generally are more sensitive to negative issuer developments or adverse economic conditions and may be more volatile than are higher-grade securities.

n Income risk. 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. To the extent that the adviser invests in higher-grade securities at

times, the amount of current income from such securities may be lower than the income from medium- and lower- grade securities.

n Call risk. If interest rates fall, it is possible that issuers of debt securities with high interest rates will prepay or call their securities before their maturity dates. In this event, the proceeds from the called securities would 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.

n Municipal securities risk. 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. 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 State-specific risk. 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 Derivatives risk. The performance of derivative instruments is tied to the performance of an underlying currency, security, index or other instrument. In addition to risks relating to their underlying instruments, the use of derivatives may include other, possibly greater, risks. Derivatives involve costs, may be volatile, and may involve a small initial investment relative to the risk assumed. Risks associated with the use of derivatives include counterparty, leverage, correlation, liquidity, tax, market, interest rate and management risks. Derivatives may also be more difficult to purchase, sell or value than other investments. The Fund may lose more than the cash

amount invested on investments in derivatives. Investors should bear in mind that, while the Fund intends to use derivative strategies, it is not obligated to actively engage in these transactions, generally or in any particular kind of derivative, if the investment manager elects not to do so due to availability, cost, market conditions or other factors.

n Inverse floating rate municipal obligations risk. 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. The 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. The interest rates on these obligations generally move in the reverse direction of market interest rates. If market interest rates fall, the interest rate on the obligations will increase and if market interest rates increase, the interest rate on the obligations will fall.

n Synthetic securities risk. Fluctuations in the values of synthetic securities may not correlate perfectly with the instruments they are designed to replicate. Synthetic securities may be subject to interest rate changes, market price fluctuations, counterparty risk and liquidity risk.

n Alternative minimum tax risk. A portion of the Fund’s otherwise tax-exempt income may be taxable to those shareholders subject to the federal alternative minimum tax.

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 6

Fund Nasdaq Symbols
Class A Shares	VKMPX
Class B Shares	VKPAX
Class C Shares	VKPCX
Class Y Shares	VKPYX

8                Invesco Pennsylvania Tax Free Income Fund

Schedule of Investments

August 31, 2013

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Municipal Obligations–102.67%
Pennsylvania–93.16%
Allegheny (County of) Higher Education Building Authority (Chatham University); Series 2012 A, University RB		5.00	%		09/01/35	$	1,000	$	930,610
Allegheny (County of) Higher Education Building Authority (Duquesne University);
Series 1998, Ref. University RB (INS–AMBAC)(a)		5.50	%		03/01/20		1,750		2,027,655
Series 2011 A, University RB		5.50	%		03/01/31		550		579,326
Allegheny (County of) Higher Education Building Authority (Robert Morris University); Series 2008 A, University RB		6.00	%		10/15/38		1,000		1,000,790
Allegheny (County of) Hospital Development Authority (Ohio Valley General Hospital); Series 2005 A, RB		5.00	%		04/01/25		1,600		1,392,464
Allegheny (County of) Hospital Development Authority (University of Pittsburgh Medical Center); Series 2009, RB		5.63	%		08/15/39		1,250		1,298,075
Allegheny (County of) Industrial Development Authority (Residential Resources, Inc.); Series 2006, Lease RB		5.10	%		09/01/26		980		907,411
Allegheny (County of) Redevelopment Authority (Pittsburgh Mills); Series 2004, Tax Allocation RB		5.60	%		07/01/23		1,220		1,169,175
Allegheny (County of) Residential Finance Authority; Series 2006 TT, Single Family Mortgage RB (CEP–GNMA)(b)		5.00	%		05/01/35		905		896,665
Allegheny (County of); Series 2008 C 61, Unlimited Tax GO Bonds (INS–AGC)(a)		5.00	%		12/01/33		500		503,635
Allegheny Valley Joint School District; Series 2004 A, Unlimited Tax GO Bonds (INS–NATL)(a)		5.00	%		11/01/28		1,500		1,543,830
Beaver (County of) Industrial Development Authority (FirstEnergy Generation); Series 2008 A, Ref. RB		2.15	%		03/01/17		700		681,380
Beaver (County of) Industrial Development Authority; Series 2008 A, Ref. PCR(c)		2.70	%		04/02/18		230		223,972
Beaver (County of); Series 2009, Unlimited Tax GO Notes (INS–AGM)(a)		5.55	%		11/15/31		1,390		1,505,898
Berks (County of) Industrial Development Authority (One Douglassville); Series 2007 A, Ref. RB(b)		6.13	%		11/01/34		460		399,910
Berks (County of) Municipal Authority (Albright College); Series 2004, RB		5.50	%		10/01/18		1,895		1,898,847
Berks (County of) Municipal Authority (Reading Hospital Medical Center); Series 2012 A, RB		5.00	%		11/01/40		1,000		945,990
Bethlehem Area School District; Series 2010, Unlimited Tax GO Bonds (INS–AGM)(a)		5.25	%		01/15/26		1,000		1,055,680
Bucks (County of) Industrial Development Authority (Lutheran Community Telford Center); Series 2007, RB		5.75	%		01/01/37		2,000		1,812,020
Central Bradford Progress Authority (Guthrie Healthcare System); Series 2011, RB		5.38	%		12/01/41		1,100		1,099,109
Centre (County of) Hospital Authority (Mt. Nittany Medical Center);
Series 2009, RB(c)(d)		6.13	%		11/15/14		1,000		1,071,090
Series 2011, RB		6.25	%		11/15/41		500		519,600
Chartiers Valley Industrial & Commercial Development Authority (Asbury Health Center);
Series 2006, Ref. First Mortgage RB		5.25	%		12/01/15		500		511,625
Series 2006, Ref. First Mortgage RB		5.75	%		12/01/22		900		907,866
Chester (County of) Industrial Development Authority (University Student Housing, LLC at West Chester University of Pennsylvania); Series 2013, Student Housing RB		5.00	%		08/01/45		250		210,610
Clairton (City of) Municipal Authority; Series 2012 B, RB		5.00	%		12/01/42		1,000		902,140
Cumberland (County of) Municipal Authority (Asbury Pennsylvania Obligated Group); Series 2010, RB		6.00	%		01/01/40		870		873,550
Cumberland (County of) Municipal Authority (Association of Independent Colleges & Universities of Pennsylvania Financing Program-Dickinson College); Series 2009, RB		5.00	%		11/01/39		750		758,677
Cumberland (County of) Municipal Authority (Diakon Lutheran Ministries); Series 2007, RB		5.00	%		01/01/36		1,000		947,140
Cumberland (County of) Municipal Authority (Messiah Village); Series 2008 A, RB		5.63	%		07/01/28		1,000		1,025,620
Dauphin (County of) General Authority (Pinnacle Health System); Series 2009 A, Health System RB		6.00	%		06/01/36		2,215		2,318,153
Dauphin (County of) General Authority (Riverfront Office); Series 1998, Office & Parking RB		6.00	%		01/01/25		1,055		1,055,538
Delaware (County of) Authority (Cabrini College); Series 1999, College RB (INS–Radian)(a)		5.75	%		07/01/23		220		220,136
Delaware (County of) Authority (Neumann College); Series 2008, College RB		6.25	%		10/01/38		175		168,667
Delaware (County of) Industrial Development Authority (Aqua Pennsylvania, Inc.); Series 2005 A, Water Facilities RB (INS–NATL)(a)(b)		5.00	%		11/01/38		1,500		1,462,155
Delaware River Port Authority (Port District);
Series 2012, Ref. RB		5.00	%		01/01/25		540		547,204
Series 2012, Ref. RB		5.00	%		01/01/27		535		524,760

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

9                         Invesco Pennsylvania Tax Free Income Fund

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Pennsylvania–(continued)
Delaware River Port Authority; Series 2010 D, RB		5.00	%		01/01/40	$	1,000	$	1,009,120
Delaware Valley Regional Financial Authority;
Series 2002, RB		5.75	%		07/01/17		3,535		3,958,246
Series 2002, RB		5.75	%		07/01/32		1,000		1,003,340
Doylestown (City of) Hospital Authority; Series 2013 A, RB (INS–AGM)(a)		5.00	%		07/01/24		1,000		1,031,310
East Hempfield (Township of) Industrial Development Authority (Student Services Inc. Student Housing);
Series 2013, RB		5.00	%		07/01/35		500		462,430
Series 2013, RB		5.00	%		07/01/45		750		667,215
Erie (City of) Higher Education Building Authority (Mercyhurst College);
Series 2004 B, Ref. College RB		5.00	%		03/15/23		1,000		1,004,870
Series 2008, College RB		5.50	%		03/15/38		500		499,985
Franklin (County of) Industrial Development Authority (Chambersburg Hospital); Series 2010, RB		5.38	%		07/01/42		1,000		975,590
Geisinger Authority (Geisinger Health System Foundation);
Series 2011 A1, Health System RB		5.13	%		06/01/41		500		498,855
Series 2011 B, VRD RB(e)		0.03	%		06/01/41		2,290		2,290,000
Series 2011 C, VRD Health System RB(e)		0.03	%		06/01/41		1,500		1,500,000
Lancaster (County of) Hospital Authority (Brethren Village); Series 2008 A, RB		6.50	%		07/01/40		350		350,196
Lancaster (County of) Hospital Authority (Lancaster General Hospital); Series 2012, Health System RB		5.00	%		07/01/42		1,000		967,320
Lancaster (County of) Hospital Authority (Masonic Homes); Series 2008 D, VRD RB (LOC–JPMorgan Chase Bank, N.A.)(e)(f)		0.06	%		07/01/34		700		700,000
Lehigh (County of) (Lehigh Valley Health Network); Series 2012, General Purpose Hospital RB		4.00	%		07/01/43		1,000		753,400
Lehigh (County of) Authority; Series 2013 A, Water & Sewer RB		5.00	%		12/01/38		930		900,128
Lehigh (County of) General Purpose Authority (Bible Fellowship Church Homes, Inc.); Series 2013, RB		5.25	%		07/01/42		825		666,410
Lehigh (County of) General Purpose Authority (KidsPeace Obligated Group); Series 1998, RB(g)		6.00	%		11/01/23		1,760		673,200
Lycoming (County of) Authority (Pennsylvania College of Technology); Series 2011, RB		5.00	%		07/01/30		750		753,810
Lycoming (County of) Authority (Susquehanna Health System); Series 2009 A, Heath System RB		5.75	%		07/01/39		1,250		1,263,137
Monroe (County of) Hospital Authority (Pocono Medical Center);
Series 2003, RB(c)(d)		6.00	%		01/01/14		1,000		1,019,420
Series 2007, RB		5.13	%		01/01/37		1,500		1,427,385
Montgomery (County of) Higher Education & Health Authority (Abington Memorial Hospital Obligated Group); Series 2012, RB		5.00	%		06/01/31		1,400		1,401,372
Montgomery (County of) Industrial Development Authority (ACTS Retirement-Life Communities, Inc.);
Series 2009 A-1, RB		6.25	%		11/15/29		1,000		1,041,830
Series 2012, Ref. RB		5.00	%		11/15/28		900		848,205
Montgomery (County of) Industrial Development Authority (Philadelphia Presbytery Homes, Inc.); Series 2010, RB		6.63	%		12/01/30		1,500		1,596,765
Montgomery (County of) Industrial Development Authority (Whitemarsh Community); Series 2008, Mortgage RB		7.00	%		02/01/36		500		507,520
Montgomery (County of) Industrial Development Authority (Whitemarsh Continuing Care); Series 2005, Mortgage RB		6.13	%		02/01/28		1,100		1,074,755
Northampton (County of) General Purpose Authority (Lehigh University); Series 2009, Higher Education RB		5.50	%		11/15/33		1,000		1,048,240
Northampton (County of) General Purpose Authority (St. Luke’s Hospital);
Series 2008 A, Hospital RB		5.50	%		08/15/35		1,000		988,050
Series 2010 C, Hospital RB(c)		4.50	%		08/15/16		1,000		1,072,250
Northampton (County of) Industrial Development Authority (Morningstar Senior Living, Inc.); Series 2012, RB		5.00	%		07/01/32		535		487,444
Pennsylvania (State of) Economic Development Financing Agency (Forum Place); Series 2012, Governmental Lease RB		5.00	%		03/01/34		500		497,460
Pennsylvania (State of) Economic Development Financing Authority (Allegheny Energy Supply Co.); Series 2009, RB		7.00	%		07/15/39		1,830		1,849,215
Pennsylvania (State of) Economic Development Financing Authority (Amtrak); Series 2012 A, Ref. Exempt Facilities RB(b)		5.00	%		11/01/41		1,200		1,120,980
Pennsylvania (State of) Economic Development Financing Authority (Philadelphia Biosolids Facility); Series 2009, Sewage Sludge Disposal RB		6.25	%		01/01/32		1,000		998,270

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

10                         Invesco Pennsylvania Tax Free Income Fund

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Pennsylvania–(continued)
Pennsylvania (State of) Economic Development Financing Authority (Shippingport); Series 2006 A, Exempt Facilities RB(c)		2.55	%		12/03/18	$	1,500	$	1,463,430
Pennsylvania (State of) Economic Development Financing Authority (Waste Management, Inc.); Series 2005 A, Solid Waste Disposal RB(b)		5.10	%		10/01/27		1,300		1,283,243
Pennsylvania (State of) Higher Educational Facilities Authority (AICUP Financing Program-Del Valley College); Series 2012, RB		5.00	%		11/01/42		535		463,658
Pennsylvania (State of) Higher Educational Facilities Authority (Edinboro University Foundation);
Series 2008, RB		5.88	%		07/01/38		750		712,875
Series 2010, RB		6.00	%		07/01/43		500		478,585
Pennsylvania (State of) Higher Educational Facilities Authority (La Salle University); Series 2012, RB		5.00	%		05/01/42		1,180		1,056,289
Pennsylvania (State of) Higher Educational Facilities Authority (Shippensburg University Student Services); Series 2012, RB		5.00	%		10/01/35		1,300		1,172,847
Pennsylvania (State of) Higher Educational Facilities Authority (St. Joseph’s University);
Series 2010 A, RB		5.00	%		11/01/34		500		489,735
Series 2010 A, RB		5.00	%		11/01/40		500		480,580
Pennsylvania (State of) Higher Educational Facilities Authority (Temple University); First Series 2012, RB		5.00	%		04/01/42		1,170		1,168,175
Pennsylvania (State of) Higher Educational Facilities Authority (Trustees of the University of Pennsylvania); Series 2005 C, RB(h)		5.00	%		07/15/38		4,700		4,710,998
Pennsylvania (State of) Higher Educational Facilities Authority (University Properties, Inc.); Series 2010, Student Housing RB		5.00	%		07/01/42		1,000		888,510
Pennsylvania (State of) Turnpike Commission;
Series 2008 B-1, Sub. RB		5.50	%		06/01/33		1,000		1,026,750
Series 2009 C, Sub. Conv. CAB RB (INS–AGM)(a)(i)		6.25	%		06/01/33		2,000		1,868,780
Series 2009 E, Sub. Conv. CAB RB(i)		6.38	%		12/01/38		1,435		1,244,403
Series 2010 A 1, Motor License Fund Special RB		5.00	%		12/01/38		500		496,415
Series 2010 A-2, Motor License Fund Special Conv. CAB RB(i)		5.50	%		12/01/34		1,000		903,330
Series 2010 B 2, Conv. CAB RB(i)		5.00	%		12/01/30		625		545,263
Series 2010 B 2, Conv. CAB RB(i)		5.13	%		12/01/35		500		423,170
Philadelphia (City of) Hospitals & Higher Education Facilities Authority (Children’s Hospital of Philadelphia); Series 2011, RB		5.00	%		07/01/41		570		558,212
Philadelphia (City of) Hospitals & Higher Education Facilities Authority (Jefferson Health System); Series 2010 B, RB		5.00	%		05/15/40		1,500		1,440,105
Philadelphia (City of) Industrial Development Authority (Architecture & Design Charter High School); Series 2013, RB		6.13	%		03/15/43		585		498,420
Philadelphia (City of) Industrial Development Authority (Discovery Charter School); Series 2012, RB		6.25	%		04/01/42		1,000		1,006,150
Philadelphia (City of) Industrial Development Authority (Independence Charter School); Series 2007 A, RB		5.50	%		09/15/37		1,235		1,105,029
Philadelphia (City of) Industrial Development Authority (MaST Charter School); Series 2010, RB		6.00	%		08/01/35		700		715,036
Philadelphia (City of) Industrial Development Authority (New Foundations Charter School); Series 2012, RB		6.63	%		12/15/41		750		753,382
Philadelphia (City of) Industrial Development Authority (Performing Arts Charter School); Series 2013, RB(j)		6.50	%		06/15/33		945		921,290
Philadelphia (City of) Industrial Development Authority (Please Touch Museum); Series 2006, RB		5.25	%		09/01/31		1,250		1,014,862
Philadelphia (City of) Industrial Development Authority; Series 1990, Commercial Development RB(b)		7.75	%		12/01/17		2,505		2,506,378
Philadelphia (City of);
Ninth Series 2010, Gas Works RB		5.25	%		08/01/40		1,500		1,417,425
Series 2005 A, Airport RB (INS–NATL)(a)(b)		5.00	%		06/15/25		1,000		1,035,300
Series 2009 A, Ref. Unlimited Tax GO Bonds (INS–AGC)(a)		5.50	%		08/01/24		1,000		1,075,700
Series 2010 C, Water & Wastewater RB (INS–AGM)(a)		5.00	%		08/01/35		1,250		1,258,662
Series 2011, Unlimited Tax GO Bonds		6.00	%		08/01/36		500		531,020
Philadelphia School District; Series 2008 E, Limited Tax GO Bonds (INS–BHAC)(a)		5.13	%		09/01/23		1,500		1,662,345
Pittsburgh (City of) & Allegheny (County of) Sports & Exhibition Authority (Regional Asset District); Series 2010, Ref. Sales Tax RB (INS–AGM)(a)		5.00	%		02/01/31		1,000		1,016,330
Radnor Township School District;
Series 2005 B, Unlimited Tax GO Bonds(c)(d)		5.00	%		08/15/15		130		141,567
Series 2005 B, Unlimited Tax GO Bonds(c)(d)		5.00	%		08/15/15		435		473,706
Series 2005 B, Unlimited Tax GO Bonds (INS–AGM)(a)		5.00	%		02/15/35		435		437,480

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

11                         Invesco Pennsylvania Tax Free Income Fund

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Pennsylvania–(continued)
State Public School Building Authority (Harrisburg School District); Series 2009 A, RB (INS–AGC)(a)		5.00	%		11/15/33	$	1,000	$	1,004,850
Susquehanna Area Regional Airport Authority; Series 2012 A, Airport System RB(b)		5.00	%		01/01/27		750		750,503
Union (County of) Hospital Authority (Evangelical Community Hospital); Series 2011, Ref. & Improvement RB		7.00	%		08/01/41		1,000		1,104,310
Washington (County of) Industrial Development Authority (Washington Jefferson College); Series 2010, College RB		5.25	%		11/01/30		500		510,105
Washington (County of) Redevelopment Authority (Victory Centre Tanger Outlet Development); Series 2006 A, Tax Allocation RB(c)		5.45	%		07/01/17		1,425		1,326,903
Westmoreland (County of) Industrial Development Authority (Redstone Presbyterian Senior Care Obligated Group);
Series 2005 A, Retirement Community RB		5.75	%		01/01/26		2,500		2,474,775
Series 2005 A, Retirement Community RB		5.88	%		01/01/32		900		864,801
Westmoreland (County of) Municipal Authority; Series 2013, RB		5.00	%		08/15/31		750		752,318
Wilkes-Barre (City of) Finance Authority (University of Scranton); Series 2010, RB		5.00	%		11/01/40		850		848,682
									124,887,378
Puerto Rico–5.66%
Puerto Rico (Commonwealth of) Electric Power Authority;
Series 2008 WW, RB		5.50	%		07/01/21		1,000		915,140
Series 2008 WW, RB		5.25	%		07/01/33		1,500		1,097,730
Series 2010 XX, RB		5.75	%		07/01/36		1,000		768,940
Puerto Rico (Commonwealth of) Industrial Tourist Educational, Medical & Environmental Control Facilities Financing Authority (Ana G. Mendez University System); Series 2012, Ref. RB		5.13	%		04/01/32		500		381,930
Puerto Rico (Commonwealth of) Infrastructure Financing Authority; Series 2005 C, Ref. Special Tax RB (INS–AMBAC)(a)		5.50	%		07/01/27		600		480,696
Puerto Rico Sales Tax Financing Corp.;
First Subseries 2010, Conv. CAB RB(i)		6.25	%		08/01/33		1,065		686,265
First Subseries 2010 A, CAB RB(k)		0.00	%		08/01/34		3,500		790,545
First Subseries 2010 A, CAB RB(k)		0.00	%		08/01/35		5,000		1,042,950
First Subseries 2010 A, RB		5.38	%		08/01/39		470		381,109
Series 2011 C, RB		5.00	%		08/01/40		1,250		1,043,387
									7,588,692
Guam–2.88%
Guam (Territory of) (Section 30); Series 2009 A, Limited Obligation RB		5.75	%		12/01/34		1,250		1,278,163
Guam (Territory of) Power Authority;
Series 2010 A, RB		5.50	%		10/01/40		410		397,630
Series 2012 A, Ref. RB		5.00	%		10/01/34		520		489,616
Guam (Territory of) Waterworks Authority; Series 2010, Water & Wastewater System RB		5.63	%		07/01/40		1,000		943,850
Guam (Territory of); Series 2011 A, Business Privilege Tax RB		5.13	%		01/01/42		785		747,242
									3,856,501
Virgin Islands–0.97%
Virgin Islands (Government of) Public Finance Authority (Matching Fund Loan Note—Diageo); Series 2009 A, Sub. RB		6.63	%		10/01/29		750		816,308
Virgin Islands (Government of) Public Finance Authority (Matching Fund Loan Note); Series 2010 A, Sr. Lien RB		5.00	%		10/01/29		500		483,350
									1,299,658
TOTAL INVESTMENTS(l)–102.67% (Cost $141,293,916)									137,632,229
FLOATING RATE NOTE OBLIGATIONS–(2.34%)
Note with an interest and fee rate of 0.59% at 08/31/13 and contractual maturity of collateral of 07/15/38 (See Note 1K)(m)									(3,135,000	)
OTHER ASSETS LESS LIABILITIES–(0.33%)									(443,476	)
NET ASSETS–100.00%								$	134,053,753

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

12                         Invesco Pennsylvania Tax Free Income Fund

Investment Abbreviations:

AGC	– Assured Guaranty Corp.
AGM	– Assured Guaranty Municipal Corp.
AMBAC	– American Municipal Bond Assurance Corp.
BHAC	– Berkshire Hathaway Assurance Corp.
CAB	– Capital Appreciation Bonds
CEP	– Credit Enhancement Provider
Conv.	– Convertible
GNMA	– Government National Mortgage Association
GO	– General Obligation
INS	– Insurer
LOC	– Letter of Credit
NATL	– National Public Finance Guarantee Corp.
PCR	– Pollution Control Revenue Bonds
Radian	– Radian Asset Assurance, Inc.
RB	– Revenue Bonds
Ref.	– Refunding
Sr.	– Senior
Sub.	– Subordinated
VRD	– Variable Rate Demand

Notes to Schedule of Investments:

^(a)  Principal and/or interest payments are secured by the bond insurance company listed.

^(b)  Security subject to the alternative minimum tax.

^(c)  Security has an irrevocable call by the issuer or mandatory put by the holder. Maturity date reflects such call or put.

^(d)  Advance refunded; secured by an escrow fund of U.S. Government obligations or other highly rated collateral.

^(e)  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, 2013.

^(f)  Principal and interest payments are fully enhanced by a letter of credit from the bank listed or a predecessor bank, branch or subsidiary.

^(g)  Defaulted security. Currently, the issuer is partially or fully in default with respect to interest payments. The value of this security at August 31, 2013 represented less than 1% of the Fund’s Net Assets.

^(h)  Underlying security related to Dealer Trusts entered into by the Fund. See Note 1K.

⁽ⁱ⁾  Convertible CAB. The interest rate shown represents the coupon rate at which the bond will accrue at a specified future date.

^(j)  Security purchased or received in transaction exempt from registration under the Securities Act of 1933, as amended (“the 1933 Act”). The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The value of this security at August 31, 2013 represented less than 1% of the Fund’s Net Assets.

^(k)  Zero coupon bond issued at a discount.

^(l)  This table provides a listing of those entities that have either issued, guaranteed, backed or otherwise enhanced the credit quality of more than 5% of the securities held in the portfolio. In instances where the entity has guaranteed, backed or otherwise enhanced the credit quality of a security, it is not primarily responsible for the issuer’s obligations but may be called upon to satisfy the issuer’s obligations.

Entity	Percentage
Assured Guaranty Municipal Corp.		5.9	%

^(m)  Floating rate note obligations related to securities held. The interest rates shown reflect the rates in effect at August 31, 2013. At August 31, 2013, the Fund’s investments with a value of $4,710,998 are held by Dealer Trusts and serve as collateral for the $3,135,000 in the floating rate note obligations outstanding at that date.

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

13                         Invesco Pennsylvania Tax Free Income Fund

Statement of Assets and Liabilities

August 31, 2013

Assets:
Investments, at value (Cost $141,293,916)	$	137,632,229
Receivable for:
Fund shares sold		7,642
Interest		1,635,650
Investment for trustee deferred compensation and retirement plans		13,677
Other assets		723
Total assets		139,289,921
Liabilities:
Floating rate note obligations		3,135,000
Payable for:
Fund shares reacquired		402,094
Amount due custodian		1,401,589
Dividends		178,651
Accrued fees to affiliates		46,023
Accrued trustees’ and officers’ fees and benefits		3,408
Accrued other operating expenses		45,763
Trustee deferred compensation and retirement plans		23,640
Total liabilities		5,236,168
Net assets applicable to shares outstanding	$	134,053,753
Net assets consist of:
Shares of beneficial interest	$	144,599,973
Undistributed net investment income		275,396
Undistributed net realized gain (loss)		(7,159,929	)
Net unrealized appreciation (depreciation)		(3,661,687	)
	$	134,053,753

Net Assets:
Class A	$	118,936,070
Class B	$	1,717,449
Class C	$	10,838,169
Class Y	$	2,562,065
Shares outstanding, $0.01 par value per share, with an unlimited number of shares authorized:
Class A		7,729,809
Class B		111,383
Class C		703,268
Class Y		166,374
Class A:
Net asset value per share	$	15.39
Maximum offering price per share
(Net asset value of $15.39 ¸ 95.75%)	$	16.07
Class B:
Net asset value and offering price per share	$	15.42
Class C:
Net asset value and offering price per share	$	15.41
Class Y:
Net asset value and offering price per share	$	15.40

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

14                         Invesco Pennsylvania Tax Free Income Fund

Statement of Operations

For the year ended August 31, 2013

Investment income:
Interest	$	7,144,010
Expenses:
Advisory fees		901,954
Administrative services fees		50,000
Custodian fees		4,971
Distribution fees:
Class A		334,190
Class B		5,459
Class C		120,251
Interest, facilities and maintenance fees		25,984
Transfer agent fees		66,782
Trustees’ and officers’ fees and benefits		28,167
Other		94,067
Total expenses		1,631,825
Less: Expense offset arrangement(s)		(194	)
Net expenses		1,631,631
Net investment income		5,512,379
Realized and unrealized gain (loss) from:
Net realized gain (loss) from investment securities		(50,752	)
Change in net unrealized appreciation (depreciation) of investment securities		(14,712,745	)
Net realized and unrealized gain (loss)		(14,763,497	)
Net increase (decrease) in net assets resulting from operations	$	(9,251,118	)

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

15                         Invesco Pennsylvania Tax Free Income Fund

Statement of Changes in Net Assets

For the years ended August 31, 2013 and 2012

	2013			2012
Operations:
Net investment income	$	5,512,379		$	6,008,281
Net realized gain (loss)		(50,752	)		165,985
Change in net unrealized appreciation (depreciation)		(14,712,745	)		10,524,187
Net increase (decrease) in net assets resulting from operations		(9,251,118	)		16,698,453
Distributions to shareholders from net investment income:
Class A		(5,070,822	)		(5,457,376	)
Class B		(82,884	)		(112,050	)
Class C		(363,194	)		(345,706	)
Class Y		(89,080	)		(22,316	)
Total distributions from net investment income		(5,605,980	)		(5,937,448	)
Share transactions–net:
Class A		(5,082,518	)		(2,966,173	)
Class B		(517,802	)		(836,452	)
Class C		1,080,821			593,058
Class Y		1,535,814			1,088,270
Net increase (decrease) in net assets resulting from share transactions		(2,983,685	)		(2,121,297	)
Net increase (decrease) in net assets		(17,840,783	)		8,639,708
Net assets:
Beginning of year		151,894,536			143,254,828
End of year (includes undistributed net investment income of $275,396 and $368,687, respectively)	$	134,053,753		$	151,894,536

Notes to Financial Statements

August 31, 2013

NOTE 1—Significant Accounting Policies

Invesco Pennsylvania Tax Free Income Fund (the “Fund”) is a series portfolio of AIM Counselor Series Trust (Invesco 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 twelve 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 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 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 C shares are sold with a CDSC. Class Y shares are sold at net asset value. Effective November 30, 2010, new or additional investments in Class B shares are no longer permitted. Existing shareholders of Class B shares may continue to reinvest dividends and capital gains distributions in Class B shares until they convert to Class A shares. 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 to Class A shares. 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. Redemption of Class B shares prior to conversion date will be subject to a CDSC.

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.

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, developments related to specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Securities for which market quotations either are not readily available or became 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

16                         Invesco Pennsylvania Tax Free Income Fund

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 net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s 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 declared and paid annually and recorded on the 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 of 1986, as amended (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 June 1, 2010, incremental transfer agency fees which were unique to each class of shares were charged to the operations of such class.

G. Interest, Facilities and Maintenance Fees — Interest, Facilities and Maintenance Fees include interest and related borrowing costs such as commitment fees and other expenses associated with lines of credit and interest and administrative expenses related to establishing and maintaining floating rate note obligations, if any.

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 the 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 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.

17                         Invesco Pennsylvania Tax Free Income Fund

K. Floating Rate Note Obligations — The Fund invests in inverse floating rate securities, such as Residual Interest Bonds (“RIBs”) or Tender Option Bonds (“TOBs”) for investment purposes and to enhance the yield of the Fund. 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. Such transactions may be purchased in the secondary market without first owning the underlying bond or by the sale of fixed rate bonds by the Fund to special purpose trusts established by a broker dealer (“Dealer Trusts”) in exchange for cash and residual interests in the Dealer Trusts’ assets and cash flows, which are in the form of inverse floating rate securities. The Dealer Trusts finance the purchases of the fixed rate bonds by issuing floating rate notes to third parties and allowing the Fund to retain residual interests in the bonds. 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 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.

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 (the “1933 Act”), 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.

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 as a component of Interest, facilities and maintenance fees on the Statement of Operations.

The Fund generally invests in inverse floating rate securities that include embedded leverage, thus exposing the Fund to greater risks and increased costs. The primary risks associated with inverse floating rate securities are varying degrees of liquidity and the changes in the value of such securities in response to changes in market rates of interest to a greater extent than the value of 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 securities. 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.

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 Daily Net Assets	Rate
First $500 million		0.60%
Over $500 million		0.50%

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 Canada 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(s) 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 June 30, 2014, to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed below) of Class A, Class B, Class C and Class Y shares to 1.50%, 2.25%, 2.25% and 1.25% 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 total annual fund operating expenses after fee waiver and/or reimbursement to exceed the numbers reflected above: (1) interest, facilities and maintenance fees; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; 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, 2014. The Adviser did not waive fees and/or reimburse expenses during the period under this expense limitation.

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, 2013, 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, 2013, the expenses incurred under the agreement are shown in the Statement of Operations as Transfer agent fees.

18                         Invesco Pennsylvania Tax Free Income Fund

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.

For the year ended August 31, 2013, 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 year ended August 31, 2013, IDI advised the Fund that IDI retained $13,864 in front-end sales commissions from the sale of Class A shares and $1,466 and $82 from 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 the Adviser, 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.

As of August 31, 2013, all of the securities in this Fund were valued based on Level 2 inputs (see the Schedule of Investments for security categories). 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 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, 2013, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $194.

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 and Borrowings

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with State Street Bank and Trust Company (“SSB”), the custodian bank. Such balances, if any at period end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. 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.

Inverse floating rate obligations resulting from the transfer of bonds to Dealer Trusts are accounted for as secured borrowings. The average floating rate notes outstanding and average annual interest and fee rate related to inverse floating rate note obligations during the year ended August 31, 2013 were $3,135,000 and 0.83%, respectively.

19                         Invesco Pennsylvania Tax Free Income Fund

NOTE 7—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Years Ended August 31, 2013 and 2012:

	2013		2012
Tax-exempt income	$	5,605,980	$	5,937,448

Tax Components of Net Assets at Period-End:

	2013
Undistributed ordinary income	$	37,491
Net unrealized appreciation (depreciation) — investments		(3,472,231	)
Temporary book/tax differences		(21,774	)
Post-October deferrals		(439,674	)
Capital loss carryforward		(6,650,032	)
Shares of beneficial interest		144,599,973
Total net assets	$	134,053,753

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 TOBs and book to tax accretion and amortization differences.

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 Regulated Investment Company Modernization Act of 2010 eliminated the eight-year carryover period for capital losses that arise in taxable years beginning after its enactment date of December 22, 2010. Consequently, these capital losses can be carried forward for an unlimited period. However, capital losses with an expiration period may not be used to offset capital gains until all net capital losses without an expiration date have been utilized. Additionally, post-enactment capital loss carryovers will retain their character as either short-term or long-term capital losses instead of as short-term capital losses as under prior law. 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 $388,920 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, 2013, which expires as follows:

Capital Loss Carryforward*
Expiration	Short-Term		Long-Term		Total
August 31, 2017	$	5,564,499	$	—	$	5,564,499
August 31, 2018		1,085,533		—		1,085,533
	$	6,650,032	$	—	$	6,650,032

* 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, 2013 was $25,528,486 and $29,429,290, 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	$	3,579,626
Aggregate unrealized (depreciation) of investment securities		(7,051,857	)
Net unrealized appreciation (depreciation) of investment securities	$	(3,472,231	)

Cost of investments for tax purposes is $141,104,460.

NOTE 9—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of taxable income, on August 31, 2013, undistributed net investment income was increased by $310 and shares of beneficial interest was decreased by $310. This reclassification had no effect on the net assets of the Fund.

20                         Invesco Pennsylvania Tax Free Income Fund

NOTE 10—Share Information

	Summary of Share Activity
	Years ended August 31,
	2013(a)						2012
	Shares			Amount			Shares			Amount
Sold:
Class A		450,184		$	7,639,044			367,448		$	6,090,660
Class B		5,503			93,969			4,343			70,764
Class C		184,917			3,140,149			56,273			928,944
Class Y		101,607			1,723,234			64,277			1,080,787
Issued as reinvestment of dividends:
Class A		180,058			3,021,259			199,465			3,302,287
Class B		2,552			43,042			3,625			60,091
Class C		14,232			238,987			13,417			222,487
Class Y		2,657			44,358			733			12,371
Automatic conversion of Class B shares to Class A shares:
Class A		22,964			390,112			31,384			516,897
Class B		(22,918	)		(390,112	)		(32,316	)		(516,897	)
Reacquired:
Class A		(964,811	)		(16,132,933	)		(779,352	)		(12,876,017	)
Class B		(15,957	)		(264,701	)		(26,501	)		(450,410	)
Class C		(141,067	)		(2,298,315	)		(33,582	)		(558,373	)
Class Y		(13,921	)		(231,778	)		(289	)		(4,888	)
Net increase (decrease) in share activity		(194,000	)	$	(2,983,685	)		(131,075	)	$	(2,121,297	)

^(a)  There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 45% 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 Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.

21                         Invesco Pennsylvania Tax Free Income Fund

NOTE 11—Financial Highlights

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

	Net asset value, beginning of period		Net investment income(a)		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends from net investment income			Distributions from net realized gains			Total distributions			Net asset value, end of period		Total return			Net assets, end of period (000’s omitted)		Ratio of expenses to average net assets with fee waivers and/or expenses absorbed			Supplemental ratio: Ratio of expenses to average net assets  (excluding interest, facilities and maintenance fees)(b)			Ratio of net investment income to average net assets			Portfolio turnover(c)
Class A
Year ended 08/31/13	$	17.05	$	0.63	$	(1.65	)	$	(1.02	)	$	(0.64	)	$	—		$	(0.64	)	$	15.39		(6.24	)%(d)	$	118,936		1.03	%(e)		1.01	%(e)		3.72	%(e)		17	%
Year ended 08/31/12		15.85		0.68		1.19			1.87			(0.67	)		—			(0.67	)		17.05		12.04	(d)		137,146		1.03			1.01			4.13			11
Year ended 08/31/11		16.29		0.70		(0.47	)		0.23			(0.67	)		—			(0.67	)		15.85		1.58	(d)		130,344		1.02			1.00			4.47			13
Period ended 08/31/10		15.93		0.66		0.38			1.04			(0.68	)		—			(0.68	)		16.29		6.74	(d)		141,406		1.14	(f)		1.10	(f)		4.54	(f)		15
Year ended 09/30/09		14.76		0.73		1.18			1.91			(0.74	)		—			(0.74	)		15.93		13.60	(g)		141,191		1.21			1.13			5.05			17
Year ended 09/30/08		16.84		0.72		(2.03	)		(1.31	)		(0.73	)		(0.04	)		(0.77	)		14.76		(8.02	)(g)		137,435		1.32			1.06			4.43			25
Class B
Year ended 08/31/13		17.09		0.63		(1.66	)		(1.03	)		(0.64	)		—			(0.64	)		15.42		(6.28	)(d)(h)		1,717		1.03	(e)(h)		1.01	(e)(h)		3.72	(e)(h)		17
Year ended 08/31/12		15.86		0.71		1.19			1.90			(0.67	)		—			(0.67	)		17.09		12.22	(d)		2,430		0.86			0.84			4.30			11
Year ended 08/31/11		16.23		0.70		(0.45	)		0.25			(0.62	)		—			(0.62	)		15.86		1.68	(d)(h)		3,062		1.02	(h)		1.00	(h)		4.47	(h)		13
Period ended 08/31/10		15.89		0.59		0.38			0.97			(0.63	)		—			(0.63	)		16.23		6.27	(d)(h)		4,682		1.64	(f)(h)		1.60	(f)(h)		4.05	(f)(h)		15
Year ended 09/30/09		14.72		0.68		1.18			1.86			(0.69	)		—			(0.69	)		15.89		13.21	(i)(j)		5,364		1.57	(j)		1.49	(j)		4.70	(j)		17
Year ended 09/30/08		16.78		0.63		(2.01	)		(1.38	)		(0.64	)		(0.04	)		(0.68	)		14.72		(8.46	)(i)(j)		6,161		1.81	(j)		1.55	(j)		3.94	(j)		25
Class C
Year ended 08/31/13		17.08		0.50		(1.66	)		(1.16	)		(0.51	)		—			(0.51	)		15.41		(7.00	)(d)		10,838		1.78	(e)		1.76	(e)		2.97	(e)		17
Year ended 08/31/12		15.88		0.56		1.19			1.75			(0.55	)		—			(0.55	)		17.08		11.19	(d)		11,020		1.78			1.76			3.38			11
Year ended 08/31/11		16.31		0.58		(0.45	)		0.13			(0.56	)		—			(0.56	)		15.88		0.89	(d)		9,670		1.77			1.75			3.72			13
Period ended 08/31/10		15.95		0.55		0.38			0.93			(0.57	)		—			(0.57	)		16.31		6.01	(d)		11,083		1.89	(f)		1.85	(f)		3.79	(f)		15
Year ended 09/30/09		14.78		0.62		1.18			1.80			(0.63	)		—			(0.63	)		15.95		12.74	(k)		6,776		1.96			1.89			4.28			17
Year ended 09/30/08		16.86		0.59		(2.02	)		(1.43	)		(0.61	)		(0.04	)		(0.65	)		14.78		(8.71	)(k)		4,546		2.07			1.81			3.68			25
Class Y
Year ended 08/31/13		17.06		0.67		(1.65	)		(0.98	)		(0.68	)		—			(0.68	)		15.40		(6.00	)(d)		2,562		0.78	(e)		0.76	(e)		3.97	(e)		17
Year ended 08/31/12		15.86		0.73		1.18			1.91			(0.71	)		—			(0.71	)		17.06		12.31	(d)		1,298		0.78			0.76			4.38			11
Year ended 08/31/11		16.30		0.74		(0.47	)		0.27			(0.71	)		—			(0.71	)		15.86		1.84	(d)		179		0.77			0.75			4.72			13
Period ended 08/31/10(l)		15.94		0.19		0.36			0.55			(0.19	)		—			(0.19	)		16.30		3.49	(d)		167		0.85	(f)		0.81	(f)		4.75	(f)		15

^(a)  Calculated using average shares outstanding.

^(b)  For the years ended September 30, 2010 and prior, ratio does not exclude facilities and maintenance fees.

^(c)  Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.

^(d)  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.

^(e)  Ratios are based on average daily net assets (000’s omitted) of $133,890, $2,184, $12,025 and $2,227 for Class A, Class B, Class C and Class Y shares, respectively.

^(f)  Annualized.

^(g)  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.

^(h)  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 0.25%, 0.25% and 0.74% for the years ended August 31, 2013 and August 31, 2011 and the period ended August 31, 2010, respectively.

⁽ⁱ⁾  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.

^(j)  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%.

^(k) 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.

^(l)  Commencement date of June 1, 2010.

22                         Invesco Pennsylvania Tax Free Income Fund

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 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 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, 2013, 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 three years in the period then ended and the eleven month period ended August 31, 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, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The financial highlights of the Fund for the periods ended September 30, 2009 and prior were audited by another independent registered public accounting firm whose report dated November 20, 2009 expressed an unqualified opinion on those financial statements.

PRICEWATERHOUSECOOPERS LLP

October 25, 2013

Houston, Texas

23                         Invesco Pennsylvania Tax Free Income Fund

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, 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, 2013 through August 31, 2013.

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 or contingent deferred sales charges on redemptions, 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.

Class	Beginning Account Value (03/01/13)		ACTUAL				HYPOTHETICAL (5% annual return before expenses)				Annualized Expense Ratio
			Ending Account Value (08/31/13)1		Expenses Paid During Period2		Ending Account Value (08/31/13)		Expenses Paid During Period2
A	$	1,000.00	$	915.60	$	5.02	$	1,019.96	$	5.30		1.04	%
B		1,000.00		915.80		5.02		1,019.96		5.30		1.04
C		1,000.00		912.20		8.63		1,016.18		9.10		1.79
Y		1,000.00		916.80		3.82		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, 2013 through August 31, 2013, 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.

24                         Invesco Pennsylvania Tax Free Income Fund

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 Invesco Pennsylvania Tax Free Income Fund’s (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 Canada Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 17-19, 2013, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% 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, 2013. The Board determined that continuation of the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers under the agreements is fair and reasonable.

The Board’s Fund Evaluation Process

The Board’s Investments Committee has established three Sub-Committees, each of which is primarily responsible for overseeing the management of a number of the funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet throughout the year to review the performance of their assigned Invesco 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 Invesco Funds and other members of management to review the performance, investment objective(s), policies, strategies, limitations and investment risks 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 their assigned Invesco Funds. Each Sub-Committee recommends to the Investments Committee, which in turn recommends to the full Board, whether and on what terms 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 Invesco Advisers and Lipper Inc. (Lipper), an independent provider of investment company

data. The Trustees also receive an independent written evaluation from the Senior Officer. The Senior Officer’s evaluation 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 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. In addition to meetings with Invesco Advisers and fund counsel, the independent Trustees also discuss the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.

In evaluating the fairness and reasonableness of compensation under the Fund’s investment advisory agreement and sub-advisory contracts, the Board considered, among other things, the factors discussed below. The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation between the Trustees and Invesco Advisers as well as advisory fees previously approved by different predecessor boards. 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 Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee.

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 19, 2013, 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, including the Fund’s portfolio manager or managers, with whom the Sub-Committees met during the year. The Board’s review of the qualifications of Invesco Advisers to provide advisory services included the Board’s consideration of Invesco Advisers’ investment process oversight, independent credit analysis and investment risk management.

In determining whether to continue the Fund’s investment advisory agreement, the Board considered the benefits of reapproving an existing relationship and the greater uncertainty that may be associated with entering into a new relationship. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds such as various back office support functions, equity and fixed income trading operations, internal audit, distribution and legal and compliance. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s investment advisory agreement.

The Board reviewed the services that may be 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 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. The Board concluded that the nature, extent and quality of the services that may be provided by the Affiliated Sub-Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s sub-advisory contracts.

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 funds in the Lipper performance universe and against the Lipper Pennsylvania Municipal Debt Funds Index. The Board noted that performance of Class A shares of the Fund was in the first quintile of its performance universe for the one and three year periods and the second quintile for five year period (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that performance of Class A shares of the Fund was

25                         Invesco Pennsylvania Tax Free Income Fund

above the performance of the Index for the one, three and five year periods. The Trustees also reviewed more recent Fund performance and this review did not change their conclusions.

C. Advisory and Sub-Advisory Fees

The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Lipper expense group at a common asset level. The Board noted that the contractual management fee rate for Class A shares of the Fund was above the median contractual management fee rate of funds in its expense group. The Board noted that the term “contractual management fee” may include both advisory and certain administrative services fees and that Invesco Advisers does not charge the Invesco Funds for the administrative services included in the term as defined by Lipper. The Board also reviewed the methodology used by Lipper in providing expense group information, which includes using each fund’s contractual management fee schedule (including any applicable breakpoints) as reported in the most recent prospectus or statement of additional information for each fund in the expense group.

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 also considered the services that may be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the fees payable by Invesco Advisers to the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board also noted that the sub-advisory fees are not paid directly by the Fund, but rather, are payable by Invesco Advisers to the Affiliated Sub-Advisers.

Based upon the information and considerations described above, the Board concluded that the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers is 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 economies of scale through contractual breakpoints in the Fund’s advisory fee schedule and was assisted in this review by a report from the Senior Officer. 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 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 for the year ended December 31, 2012. The Board received

information from Invesco Advisers about the methodology used to prepare the profitability information. The Board considered the profitability of Invesco Advisers in managing the Fund and the Invesco Funds. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its subsidiaries provide to the Invesco Funds and the Fund. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund to be excessive given the nature, quality and extent of the services provided to the Invesco Funds. The Board received and accepted information from Invesco Advisers demonstrating that 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.

F. Collateral Benefits to Invesco Advisers and its Affiliates

The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees received for their provision of, transfer agency and distribution services to the Fund. The Board considered comparative information regarding fees charged for these services, including information provided by Lipper and other independent sources. The Board considered the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed 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; that the services are required for the operation of the Fund; that Invesco Advisers and its affiliates can provide services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and that the fees for such services are fair and reasonable in light of the usual and customary charges by others for services of the same nature and quality.

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 Invesco Advisers proposes sharing economies of scale in administration expenses by lowering per class administrative fees.

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 receives advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through varying periods the advisory fees payable by the Invesco Funds. The waiver is 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.

26                         Invesco Pennsylvania Tax Free Income Fund

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, 2013:

Federal and State Income Tax
Qualified Dividend Income*	0	%
Corporate Dividends Received Deduction*	0	%
Tax-Exempt Interest Dividends*	100	%

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

27                         Invesco Pennsylvania Tax Free Income Fund

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 1000, 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.

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
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 Formerly: Chairman and Chief Executive Officer, 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)	117	None
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, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent); 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 Corporate Class Inc. (corporate mutual fund company) and Invesco Canada Fund Inc. (corporate mutual fund company); Director, Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); 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); Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, Chief Executive Officer and President, Van Kampen Exchange Corp. Formerly: Director and Chairman, Van Kampen Investor Services Inc.: Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); and Van Kampen Investments Inc.; Director and President, AIM GP Canada Inc. (general partner for limited partnerships); and Van Kampen Advisors, Inc.; Director and Chief Executive Officer, Invesco Trimark Dealer Inc. (registered broker dealer); 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.	117	None
Wayne W. 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 certain funds in the Fund Complex	130	Director of the Mutual Fund Directors Forum, a nonprofit membership organization for investment directors; Chairman and Director of the Abraham Lincoln Presidential Library Foundation; and Director of the Stevenson Center for Democracy

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 Invesco Fund Complex because he and his firm currently provide legal services as legal counsel to such Funds.

T-1                         Invesco Pennsylvania Tax Free Income Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Independent Trustees
Bruce L. Crockett — 1944 Trustee and Chair	2003	Chairman, Crockett Technologies Associates (technology consulting company) Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)	117	ACE Limited (insurance company); Investment Company Institute
David C. Arch — 1945 Trustee	2010	Chairman and Chief Executive Officer of Blistex Inc., (consumer health care products manufacturer) Formerly: Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago	130	Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan
Frank S. Bayley — 1939 Trustee	2003	Retired Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and General Partner and Of Counsel, law firm of Baker & McKenzie, LLP	117	Director and Chairman, C.D. Stimson Company (a real estate investment company); Trustee and Overseer, The Curtis Institute of Music
James T. Bunch — 1942 Trustee	2000	Managing Member, Grumman Hill Group LLC (family office private equity management) Formerly: Founder, Green, Manning & Bunch Ltd. (investment banking firm)(1988-2010); Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation	117	Chairman, Board of Governors, Western Golf Association; Chairman-elect, Evans Scholars Foundation; and Director, Denver Film Society
Rodney F. Dammeyer — 1940 Trustee	2010	Chairman of CAC, LLC, (private company offering capital investment and management advisory services) Formerly: Prior to 2001, Managing Partner at Equity Group Corporate Investments; Prior to 1995, Chief Executive Officer of Itel Corporation (formerly Anixter International); 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.; From 1987 to 2010, Director/Trustee of investment companies in the Van Kampen Funds complex	117	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.
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)	117	Director of Nature’s Sunshine Products, Inc.
Jack M. Fields — 1952 Trustee	2003	Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); Owner and Chief Executive Officer, Dos Angeles Ranch, L.P. (cattle, hunting, corporate entertainment); and Discovery Global Education Fund (non-profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives	117	Insperity, Inc. (formerly known as Administaff)
Prema Mathai-Davis — 1950 Trustee	2003	Retired Formerly: Chief Executive Officer, YWCA of the U.S.A.	117	None
Larry Soll — 1942 Trustee	1997	Retired Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)	117	None
Hugo F. Sonnenschein — 1940 Trustee	2010	Distinguished Service Professor and President Emeritus of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago Formerly: President of the University of Chicago	130	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

T-2                         Invesco Pennsylvania Tax Free Income Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Independent Trustees—(continued)
Raymond Stickel, Jr. — 1944 Trustee	2005	Retired Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche	117	None
Other Officers
Russell C. Burk — 1958 Senior Vice President and Senior Officer	2005	Senior Vice President and Senior Officer, The 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.) 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, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, 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 and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Aim Advisers, Inc. and Van Kampen Investments 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
Karen Dunn Kelley — 1960 Vice President	2003	Head of Invesco’s World Wide Fixed Income and Cash Management Group; Director, Co-President, Co-Chief Executive Officer, and Co-Chairman, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Chairman, Invesco Senior Secured Management, Inc.; Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Invesco Mortgage Capital Inc., and Invesco Management Company Limited; Director and President, INVESCO Asset Management (Bermuda) Ltd., Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); and 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: Director, INVESCO Global Asset Management Limited and INVESCO Management S.A.; Senior Vice President, Van Kampen Investments Inc. and Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); 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

T-3                         Invesco Pennsylvania Tax Free Income Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Other Officers—(continued)
Sheri Morris — 1964 Vice President, Treasurer and Principal Financial Officer	2003	Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); and Vice President, 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: Vice President, Invesco Aim 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.; and Treasurer, 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	N/A	N/A
Crissie M. Wisdom — 1969 Anti-Money Laundering Compliance Officer	2013	Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser), Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.), Invesco Distributors, Inc., Invesco Investment Services, Inc., Invesco Management Group, Inc., Van Kampen Exchange Corp., The Invesco Funds, Invesco Funds (Chicago), and 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; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, 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.) 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; Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) and Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) Formerly: Chief Compliance Officer, Invesco Funds (Chicago); Senior Vice President, Van Kampen Investments Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment adviser), Invesco Global Asset Management (N.A.), Inc., Invesco Senior Secured Management, Inc. (registered investment adviser), Van Kampen Investor Services Inc., 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; and 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 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Investment Adviser Invesco Advisers, Inc. 1555 Peachtree Street, N.E. Atlanta, GA 30309	Distributor Invesco Distributors, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Auditors PricewaterhouseCoopers LLP 1201 Louisiana Street, Suite 2900 Houston, TX 77002-5678
Counsel to the Fund Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103-7018	Counsel to the Independent Trustees Goodwin Procter LLP 901 New York Avenue, N.W. Washington, D.C. 20001	Transfer Agent Invesco Investment Services, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Custodian State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110-2801

T-4                         Invesco Pennsylvania Tax Free Income Fund

Invesco mailing information

Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.

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 shown below.

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 most recent 12-month period ended June 30 is available at 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 US 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.

SEC file numbers: 811-09913 and 333-36074                VK-PTFI-AR-1            Invesco Distributors, Inc.

Letters to Shareholders

Philip Taylor Dear Shareholders: Enclosed in this annual report, you’ll find information about your Fund and the factors that affected its performance during the reporting period. Inside, you’ll also find a discussion from your portfolio managers about how they managed your Fund, as well as performance data for your Fund, a complete list of your Fund’s investments as of the close of the reporting period and other important information. I hope you find this report of interest. During the reporting period covered by this report, major US equity indexes made multiyear or even all-time highs.¹ Economic data were generally positive; housing and consumer spending data were particularly encouraging. Nonetheless, economic uncertainty and concern about continuing political and budget gridlock in Washington persisted. The US Federal Reserve’s deliberate vagueness about when, and to what degree, it might begin to curtail its extraordinarily

accommodative monetary policies – together with uncertainty about who will next lead the central bank – affected fixed income and equity markets alike. Most developed, non-US stock markets remained positive for the first half of 2013, despite a difficult second quarter.

Periods of market volatility and economic uncertainty can weaken the will of even the most resolute investor. That’s why Invesco believes it’s often helpful to work with a skilled and trusted financial adviser who can emphasize the importance of adhering to an investment plan designed to achieve long-term goals rather than being sidetracked by short-term uncertainty that can result in inaction. A financial adviser who is familiar with your individual financial situation, investment goals and risk tolerance can be an invaluable partner as you work toward your financial goals. He or she can provide insight and perspective when markets are volatile; encouragement and reassurance when times are uncertain; and advice and guidance when your financial situation or investment goals change.

Our website, invesco.com/us, is another source of timely insight and information for investors. On the website, you’ll find fund-specific as well as more general information from many of Invesco’s investment professionals. You’ll find in-depth articles, video clips and audio commentaries – and, of course, you also can access information about your Invesco account whenever it’s convenient for you.

What we mean by Intentional Investing

At Invesco, all of our people and all of our resources are dedicated to helping investors achieve their financial objectives. It’s a philosophy we call Intentional Investing, and it guides the way we:

n Manage investments – Our dedicated investment professionals search the world for the best opportunities, and each investment team follows a clear, disciplined process to build portfolios and mitigate risk.

n Provide choices – We offer multiple investment strategies, allowing you and your financial adviser to build a portfolio that’s purpose-built for your needs.

n Connect with you – We’re committed to giving you the expert insights you need to make informed investing decisions, and we are well-equipped to provide high-quality support for investors and advisers.

At Invesco, we believe in putting investors first. That’s why investment management is all we do. Our sole focus on managing your money allows you and your financial adviser to build a portfolio of Invesco funds appropriate for your investment needs and goals today and when your circumstances change.

Have questions?

For questions about your account, feel free to contact an Invesco client services representative at 800 959 4246. For Invesco-related questions or comments, please email me directly at phil@invesco.com.

All of us at Invesco look forward to serving your investment management needs for many years to come. Thank you for investing with us.

Sincerely,

Philip Taylor

Senior Managing Director, Invesco Ltd.

1 Source: Reuters

2                Invesco S&P 500 Index Fund

Bruce Crockett Dear Fellow Shareholders: The Invesco Funds Board has worked on a variety of issues over the last several months, and I’d like to take this opportunity to discuss two that affect you and our fellow fund shareholders. The first issue on which your Board has been working is our annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This annual review, which is required by the Investment Company Act of 1940, focuses on the nature and quality of the services Invesco provides as adviser to the Invesco Funds and the reasonableness of the fees that it charges for those services. Each year, we spend months reviewing detailed information that we request from Invesco that allows us to evaluate its services and fees. We also use information from many independent sources, including materials provided by the independent Senior Officer of the Invesco Funds, who reports directly to the independent Trustees on the Board. Additionally,

we meet with independent legal counsel and review performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field.

I’m pleased to report that the Board determined in June that renewing the investment advisory agreement and the sub-advisory contracts with Invesco Advisers and its affiliates would serve the best interests of each fund and its shareholders.

The second area of focus to highlight is the Board’s efforts to ensure that we provide a lineup of funds that allow financial advisers to build portfolios that meet shareholders’ changing financial needs and goals. Today, more and more investors are reaching, or approaching, retirement. But interest rates remain low, making it difficult for many investors to generate the income they need, or will soon need, in their retirement years.

The members of your Board think about these things, too, and we’ve worked with Invesco Advisers to provide more income-generating options in the Invesco Funds lineup to help shareholders potentially meet their income needs. Your Board recently approved changes to three existing equity mutual funds, increasing their focus on generating income while also seeking to provide long-term growth of capital.

As a result of these changes, the funds and their respective management teams now have more flexibility to invest in the types of securities that could meet investors’ growing need for income generation, and in some cases, also help investors diversify their sources of income. These equity funds complement an array of fixed-income, asset allocation and alternative investment options in the Invesco Funds lineup designed to accommodate a variety of risk tolerances.

Be assured that your Board will continue working on behalf of fund shareholders, keeping your needs and interests uppermost in our minds.

As always, please contact me at bruce@brucecrockett.com with any questions or concerns you may have. On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.

Sincerely,

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

3                Invesco S&P 500 Index Fund

Management’s Discussion of Fund Performance

Performance summary

For the fiscal year ended August 31, 2013, Invesco S&P 500 Index Fund sought to provide investment results that, before expenses, corresponded to the total return of the S&P 500 Index.

The consumer discretionary, financials, health care and industrials sectors contributed the most to the Fund’s overall positive performance for the reporting period. Your Fund’s long-term performance appears later in this report.

Fund vs. Indexes

Total returns, 8/31/12 to 8/31/13, 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	18.04	%
Class B Shares	17.14
Class C Shares	17.14
Class Y Shares	18.33
S&P 500 Index‚ (Broad Market/Style-Specific Index)	18.70
Lipper S&P 500 Objective Funds Indexn (Peer Group Index)	18.39

Source(s): ^‚Invesco, S&P-Dow Jones via FactSet Research Systems Inc.; ⁿLipper Inc.

How we invest

The Fund normally invests at least 80% 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 5% of the S&P 500 Index, the Fund typically invests 5% of its 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 US. The Fund may invest in foreign companies, including those in emerging market countries, which 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

The fiscal year ended August 31, 2013, began with some downward volatility in US equity markets. Starting in the fall of 2012, markets began an upward trend that continued through much of the reporting period. In early fall, the European Central Bank implemented new measures to support member economies and the US Federal Reserve (the Fed) initiated a third round of quantitative easing (QE), or fiscal stimulus, which caused consumer sentiment to improve. Uncertainty surrounding US election results, “fiscal cliff” negotiations and sequestration spending cuts in early 2013, however, made many businesses hesitant to spend during the first quarter of the year. However, for the first time in years, markets appeared willing to look past headline events.

From late May through June, the capital markets began a sell-off following Fed Chairman Ben Bernanke’s comments about reducing QE. Since December 2012, the Fed has purchased $85 billion¹

of US Treasuries and mortgage-backed securities each month to increase liquidity and ensure low long-term interest rates in an effort to spur the housing and real estate markets. Few asset classes were immune from this broad sell-off, which caused bonds, stocks and commodities to decline. Precious metals were particularly hard hit, and fixed-income investors scrambled to sell bonds in anticipation of higher yields. The markets stabilized in mid-summer; however, August brought more selling in the equity and bond markets and yields continued to rise.

    The Fund stayed true to its process by maintaining the same exposure to all constituents of the S&P 500 Index as the index itself. On an absolute basis, all sectors in the Fund posted positive returns for the fiscal year. Sectors that contributed the most to overall Fund performance were the consumer discretionary, financials, health care, industrials, consumer staples and energy sectors. The telecommunication services, information technology, materials and utilities sectors contributed the least to Fund performance.

    During the reporting period, financial holdings were some of the largest contributors to the Fund’s performance. These holdings included Bank of America, JP Morgan Chase, Citigroup and Berkshire Hathaway. In July, Fund holding H.J. Heinz was acquired by an investment consortium composed of Berkshire Hathaway and 3G Capital (not a Fund holding).

    Many Fund holdings in the health care sector were also strong performers during the fiscal year. A top contributor in this sector included Johnson & Johnson. During the fiscal year, Johnson & Johnson announced it had completed the acquisition of Flexible Stenting Solutions (not a Fund holding), a developer of flexible peripheral arterial, venous and biliary stents.

Portfolio Composition
By sector
Information Technology	17.9	%
Financials	16.1
Health Care	12.8
Consumer Discretionary	12.3
Energy	10.5
Consumer Staples	10.1
Industrials	10.1
Materials	3.4
Utilities	3.2
Telecommunication Services	2.5
Money Market Funds Plus Other Assets Less Liabilities	1.1

Top 10 Equity Holdings*
1.  Apple Inc.	3.1	%
2.  Exxon Mobil Corp.	2.6
3.  Microsoft Corp.	1.7
4.  Johnson & Johnson	1.7
5.  General Electric Co.	1.6
6.  Chevron Corp.	1.6
7.  Google Inc.-Class A	1.6
8.  Procter & Gamble Co. (The)	1.5
9.  Berkshire Hathaway Inc.-Class B	1.4
10.  Wells Fargo & Co.	1.4

Total Net Assets	$592.6 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 S&P 500 Index Fund

    Several Fund holdings in the information technology sector struggled during the reporting period. Those holdings included mega-capitalization names such as International Business Machines, Intel and Apple.

    Detracting from Fund performance were several telecommunication services companies, including AT&T.

    During the reporting period, the Fund invested in S&P 500 futures contracts, a derivative instrument, to gain exposure to the equity market. These futures contracts contributed to the Fund’s performance.

    We welcome new investors who joined the Fund during the fiscal year and thank all of our shareholders for your investment in Invesco S&P 500 Index Fund.

1 Source: US Federal Reserve

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, if applicable, 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 BS and an MS in finance from Boston College and an MBA 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 BA in business administration from the University of Massachusetts Amherst and an MS 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 BA in business administration from Merrimack College and an MBA 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 BS in mechanical engineering from National Taiwan University, an MS in mechanical engineering from the University of Michigan and an MS 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 earned a BA
in economics from Queens College and an MBA in finance from St. John’s University.

5                Invesco S&P 500 Index Fund

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class(es)

Fund and index data from 8/31/03

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 contingent deferred sales charges, if applicable. 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.

continued from page 8

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.

6                Invesco S&P 500 Index Fund

Average Annual Total Returns
As of 8/31/13, including maximum applicable sales charges
Class A Shares
Inception (9/26/97)	4.42	%
10 Years	5.96
5 Years	5.62
1 Year	11.54
Class B Shares
Inception (9/26/97)	4.39	%
10 Years	5.93
5 Years	5.71
1 Year	12.14
Class C Shares
Inception (9/26/97)	4.01	%
10 Years	5.79
5 Years	6.05
1 Year	16.14
Class Y Shares
Inception (9/26/97)	5.04	%
10 Years	6.84
5 Years	7.10
1 Year	18.33

Average Annual Total Returns
As of 6/30/13, the most recent calendar quarter end, including maximum applicable sales charges
Class A Shares
Inception (9/26/97)	4.34	%
10 Years	6.14
5 Years	5.35
1 Year	13.32
Class B Shares
Inception (9/26/97)	4.31	%
10 Years	6.10
5 Years	5.45
1 Year	14.02
Class C Shares
Inception (9/26/97)	3.93	%
10 Years	5.96
5 Years	5.78
1 Year	18.11
Class Y Shares
Inception (9/;26/97)	4.96	%
10 Years	7.01
5 Years	6.84
1 Year	20.22

Effective June 1, 2010, Class A, Class B, Class C and Class I shares of the predecessor fund, Morgan Stanley S&P 500 Index 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.

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 0.67%, 1.42%, 1.42% and 0.42%, 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.

7                Invesco S&P 500 Index Fund

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 (S&P 500 Index).

n Unless otherwise stated, information presented in this report is as of August 31, 2013, 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 Class B shares may not be purchased for new or additional investments. 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 Equity risk. A principal risk of investing in the Fund is associated with its common stock investments. In general, stock values fluctuate in response to activities specific to the company as well as general market, economic and political conditions. Stock prices can fluctuate widely in response to these factors.

n Index risk. 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 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 Management risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.

n Foreign securities risk. The Fund’s foreign investments may be affected by changes in a 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.

The foreign securities in which the Fund may invest may be issued by issuers located in emerging market or developing countries. Compared to the United States and other developed countries, emerging market or developing countries may have relatively unstable governments, economies based on only a few industries and securities markets that trade a small number of securities. Securities issued by companies located in these countries tend to be especially volatile and may be less liquid than securities traded in developed countries. In the past, securities in these countries may have been characterized by greater potential loss than securities of companies located in developed countries.

n Derivatives risk. The performance of derivative instruments is tied to the performance of an underlying currency, security, index or other instrument. In addition to risks relating to their underlying instruments, the use of derivatives may include other, possibly greater, risks. Derivatives involve costs, may be volatile, and may involve a small initial investment relative to the risk assumed. Risks associated with the use of derivatives include

counterparty, leverage, correlation, liquidity, tax, market, interest rate and management risks. Derivatives may also be more difficult to purchase, sell or value than other investments. The Fund may lose more than the cash amount invested on investments in derivatives.

Investors should bear in mind that, while the Fund intends to use derivative strategies, it is not obligated to actively engage in these transactions, generally or in any particular kind of derivative, if the investment manager elects not to do so due to availability, cost, market conditions or other factors.

n Synthetic securities risk. Fluctuations in the values of synthetic securities may not correlate perfectly with the instruments they are designed to replicate. Synthetic securities may be subject to interest rate changes, market price fluctuations, counterparty risk and liquidity risk.

About indexes used in this report

n The S&P 500 Index^® is an unmanaged index considered representative of the US stock market.

n The Lipper S&P 500 Objective Funds Index is an unmanaged index considered representative of S&P 500 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.

continued on page 6

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

8                Invesco S&P 500 Index Fund

Schedule of Investments^(a)

August 31, 2013

	Shares		Value
Common Stocks & Other Equity Interests–98.91%
Advertising–0.15%
Interpublic Group of Cos., Inc. (The)		17,286	$	271,736
Omnicom Group Inc.		10,431		632,640
				904,376
Aerospace & Defense–2.59%
Boeing Co. (The)		27,552		2,863,204
General Dynamics Corp.		13,395		1,115,134
Honeywell International Inc.		31,746		2,526,029
L-3 Communications Holdings, Inc.		3,595		324,736
Lockheed Martin Corp.		10,730		1,313,567
Northrop Grumman Corp.		9,444		871,398
Precision Castparts Corp.		5,904		1,247,161
Raytheon Co.		13,098		987,720
Rockwell Collins, Inc.		5,454		385,979
Textron Inc.		11,211		302,024
United Technologies Corp.		34,126		3,416,013
				15,352,965
Agricultural Products–0.16%
Archer-Daniels-Midland Co.		26,591		936,269
Air Freight & Logistics–0.75%
C.H. Robinson Worldwide, Inc.		6,453		366,982
Expeditors International of Washington, Inc.		8,298		336,567
FedEx Corp.		11,890		1,276,510
United Parcel Service, Inc.–Class B		28,669		2,453,493
				4,433,552
Airlines–0.06%
Southwest Airlines Co.		29,145		373,348
Aluminum–0.06%
Alcoa Inc.		43,151		332,263
Apparel Retail–0.58%
Abercrombie & Fitch Co.–Class A		3,189		112,604
Gap, Inc. (The)		11,699		473,107
L Brands, Inc.		9,691		555,876
Ross Stores, Inc.		8,844		594,847
TJX Cos., Inc. (The)		29,043		1,531,147
Urban Outfitters, Inc.(b)		4,486		188,098
				3,455,679
Apparel, Accessories & Luxury Goods–0.40%
Coach, Inc.		11,320		597,809
Fossil Group, Inc.(b)		2,141		248,656
PVH Corp.		3,304		425,390
Ralph Lauren Corp.		2,450		405,255
VF Corp.		3,550		664,595
				2,341,705

	Shares		Value
Application Software–0.60%
Adobe Systems Inc.(b)		20,252	$	926,529
Autodesk, Inc.(b)		9,038		332,147
Citrix Systems, Inc.(b)		7,581		536,507
Intuit Inc.		11,231		713,505
Salesforce.com, Inc.(b)		21,900		1,075,947
				3,584,635
Asset Management & Custody Banks–1.23%
Ameriprise Financial, Inc.		8,175		704,276
Bank of New York Mellon Corp. (The)		46,832		1,392,784
BlackRock, Inc.		5,036		1,310,972
Franklin Resources, Inc.		16,728		772,165
Invesco Ltd.(c)		17,941		544,689
Legg Mason, Inc.		4,545		147,803
Northern Trust Corp.		8,751		480,167
State Street Corp.		18,402		1,227,781
T. Rowe Price Group Inc.		10,434		731,841
				7,312,478
Auto Parts & Equipment–0.37%
BorgWarner, Inc.		4,619		446,103
Delphi Automotive PLC (United Kingdom)		11,726		645,165
Johnson Controls, Inc.		27,640		1,120,249
				2,211,517
Automobile Manufacturers–0.61%
Ford Motor Co.		158,628		2,568,187
General Motors Co.(b)		31,062		1,058,593
				3,626,780
Automotive Retail–0.28%
AutoNation, Inc.(b)		1,564		73,101
AutoZone, Inc.(b)		1,456		611,433
CarMax, Inc.(b)		9,057		430,751
O’Reilly Automotive, Inc.(b)		4,426		543,114
				1,658,399
Biotechnology–2.19%
Alexion Pharmaceuticals, Inc.(b)		7,839		844,731
Amgen Inc.		30,261		3,296,633
Biogen Idec Inc.(b)		9,577		2,040,093
Celgene Corp.(b)		16,831		2,356,003
Gilead Sciences, Inc.(b)		61,549		3,709,558
Regeneron Pharmaceuticals, Inc.(b)		3,057		740,742
				12,987,760
Brewers–0.05%
Molson Coors Brewing Co.–Class B		6,336		309,133
Broadcasting–0.37%
CBS Corp.–Class B		23,025		1,176,578
Discovery Communications, Inc.– Class A(b)		9,873		765,256
Scripps Networks Interactive Inc.–Class A		3,438		252,796
				2,194,630

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

9                         Invesco S&P 500 Index Fund

	Shares		Value
Building Products–0.05%
Masco Corp.		14,399	$	272,429
Cable & Satellite–1.21%
Cablevision Systems Corp.–Class A		8,724		154,677
Comcast Corp.–Class A		106,260		4,472,483
DIRECTV(b)		22,538		1,311,261
Time Warner Cable Inc.		11,740		1,260,289
				7,198,710
Casinos & Gaming–0.11%
International Game Technology		10,506		198,458
Wynn Resorts Ltd.		3,219		454,008
				652,466
Coal & Consumable Fuels–0.08%
CONSOL Energy Inc.		9,178		286,629
Peabody Energy Corp.		10,866		186,895
				473,524
Commodity Chemicals–0.18%
LyondellBasell Industries N.V.–Class A		15,325		1,075,049
Communications Equipment–1.90%
Cisco Systems, Inc.		215,649		5,026,778
F5 Networks, Inc.(b)		3,138		261,646
Harris Corp.		4,468		253,023
JDS Uniphase Corp.(b)		9,543		122,437
Juniper Networks, Inc.(b)		20,427		386,070
Motorola Solutions, Inc.		10,961		613,926
QUALCOMM, Inc.		69,720		4,621,042
				11,284,922
Computer & Electronics Retail–0.11%
Best Buy Co., Inc.		10,833		389,988
GameStop Corp.–Class A		4,752		238,598
				628,586
Computer Hardware–3.54%
Apple Inc.		37,875		18,447,019
Dell Inc.		59,221		815,473
Hewlett-Packard Co.		77,818		1,738,454
				21,000,946
Computer Storage & Peripherals–0.74%
EMC Corp.		84,770		2,185,371
NetApp, Inc.		14,543		604,116
SanDisk Corp.		9,817		541,702
Seagate Technology PLC		12,876		493,408
Western Digital Corp.		8,575		531,650
				4,356,247
Construction & Engineering–0.16%
Fluor Corp.		6,609		419,209
Jacobs Engineering Group, Inc.(b)		5,301		308,942
Quanta Services, Inc.(b)		8,572		224,072
				952,223

	Shares		Value
Construction & Farm Machinery & Heavy Trucks–0.90%
Caterpillar Inc.		26,529	$	2,189,704
Cummins Inc.		7,080		872,256
Deere & Co.		15,657		1,309,552
Joy Global Inc.		4,337		213,033
PACCAR Inc.		14,272		765,122
				5,349,667
Construction Materials–0.04%
Vulcan Materials Co.		5,199		248,512
Consumer Electronics–0.06%
Garmin Ltd.		4,428		180,530
Harman International Industries, Inc.		2,750		176,055
				356,585
Consumer Finance–0.96%
American Express Co.		38,568		2,773,425
Capital One Financial Corp.		23,571		1,521,508
Discover Financial Services		19,788		934,983
SLM Corp.		17,924		429,997
				5,659,913
Data Processing & Outsourced Services–1.68%
Automatic Data Processing, Inc.		19,578		1,393,170
Computer Sciences Corp.		6,025		302,154
Fidelity National Information Services, Inc.		11,824		525,695
Fiserv, Inc.(b)		5,380		517,933
MasterCard, Inc.–Class A		4,217		2,555,839
Paychex, Inc.		13,065		505,354
Total System Services, Inc.		6,534		180,796
Visa Inc.–Class A		20,449		3,566,715
Western Union Co. (The)		22,479		394,057
				9,941,713
Department Stores–0.26%
J. C. Penney Co., Inc.(b)		7,733		96,508
Kohl’s Corp.		8,208		421,153
Macy’s, Inc.		15,479		687,732
Nordstrom, Inc.		5,988		333,711
				1,539,104
Distillers & Vintners–0.19%
Beam Inc.		6,520		408,478
Brown-Forman Corp.–Class B		6,102		408,773
Constellation Brands, Inc.–Class A(b)		6,206		336,675
				1,153,926
Distributors–0.08%
Genuine Parts Co.		6,298		485,009
Diversified Banks–1.88%
Comerica Inc.		7,530		307,525
U.S. Bancorp		74,634		2,696,527
Wells Fargo & Co.		198,755		8,164,855
				11,168,907

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

10                         Invesco S&P 500 Index Fund

	Shares		Value
Diversified Chemicals–0.96%
Dow Chemical Co. (The)		48,808	$	1,825,419
E. I. du Pont de Nemours & Co.		37,140		2,102,867
Eastman Chemical Co.		6,254		475,304
FMC Corp.		5,532		368,486
PPG Industries, Inc.		5,755		898,989
				5,671,065
Diversified Metals & Mining–0.21%
Freeport-McMoRan Copper & Gold Inc.		41,892		1,265,976
Diversified REIT’s–0.09%
Vornado Realty Trust		6,825		554,873
Diversified Support Services–0.06%
Cintas Corp.		4,220		201,547
Iron Mountain Inc.		6,734		173,737
				375,284
Drug Retail–0.77%
CVS Caremark Corp.		49,405		2,867,960
Walgreen Co.		34,790		1,672,356
				4,540,316
Electric Utilities–1.79%
American Electric Power Co., Inc.		19,611		839,351
Duke Energy Corp.		28,477		1,868,091
Edison International		13,146		603,270
Entergy Corp.		7,162		452,853
Exelon Corp.		34,534		1,052,942
FirstEnergy Corp.		16,875		632,306
NextEra Energy, Inc.		17,134		1,376,888
Northeast Utilities		12,684		519,664
Pepco Holdings, Inc.		10,029		189,949
Pinnacle West Capital Corp.		4,386		238,028
PPL Corp.		25,516		783,341
Southern Co. (The)		35,120		1,461,695
Xcel Energy, Inc.		20,063		560,159
				10,578,537
Electrical Components & Equipment–0.68%
Eaton Corp. PLC		19,089		1,208,715
Emerson Electric Co.		29,006		1,751,092
Rockwell Automation, Inc.		5,633		547,697
Roper Industries, Inc.		4,036		499,253
				4,006,757
Electronic Components–0.22%
Amphenol Corp.–Class A		6,494		492,050
Corning Inc.		59,521		835,675
				1,327,725
Electronic Equipment & Instruments–0.03%
FLIR Systems, Inc.		5,685		177,827
Electronic Manufacturing Services–0.20%
Jabil Circuit, Inc.		7,481		170,716

	Shares		Value
Electronic Manufacturing Services–(continued)
Molex Inc.		5,639	$	163,644
TE Connectivity Ltd. (Switzerland)		16,762		821,338
				1,155,698
Environmental & Facilities Services–0.25%
Republic Services, Inc.		11,974		389,275
Stericycle, Inc.(b)		3,507		394,748
Waste Management, Inc.		17,714		716,354
				1,500,377
Fertilizers & Agricultural Chemicals–0.51%
CF Industries Holdings, Inc.		2,367		450,535
Monsanto Co.		21,541		2,108,649
Mosaic Co. (The)		11,153		464,522
				3,023,706
Food Distributors–0.13%
Sysco Corp.		23,947		766,783
Food Retail–0.30%
Kroger Co. (The)		20,984		768,014
Safeway Inc.		9,727		251,929
Whole Foods Market, Inc.		13,917		734,122
				1,754,065
Footwear–0.31%
NIKE, Inc.–Class B		29,206		1,834,721
Gas Utilities–0.11%
AGL Resources Inc.		4,812		211,487
ONEOK, Inc.		8,316		427,775
				639,262
General Merchandise Stores–0.51%
Dollar General Corp.(b)		12,153		655,897
Dollar Tree, Inc.(b)		9,027		475,723
Family Dollar Stores, Inc.		3,872		275,648
Target Corp.		25,892		1,639,223
				3,046,491
Gold–0.11%
Newmont Mining Corp.		20,062		637,370
Health Care Distributors–0.42%
AmerisourceBergen Corp.		9,316		530,267
Cardinal Health, Inc.		13,792		693,462
McKesson Corp.		9,140		1,109,687
Patterson Cos. Inc.		3,363		134,116
				2,467,532
Health Care Equipment–2.02%
Abbott Laboratories		62,901		2,096,490
Baxter International Inc.		21,868		1,521,138
Becton, Dickinson & Co.		7,788		758,395
Boston Scientific Corp.(b)		54,437		575,944
C.R. Bard, Inc.		2,992		343,691

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

11                         Invesco S&P 500 Index Fund

	Shares		Value
Health Care Equipment–(continued)
CareFusion Corp.(b)		8,852	$	317,344
Covidien PLC		18,983		1,127,590
Edwards Lifesciences Corp.(b)		4,566		321,355
Intuitive Surgical, Inc.(b)		1,614		623,843
Medtronic, Inc.		40,808		2,111,814
St. Jude Medical, Inc.		11,404		574,876
Stryker Corp.		11,593		775,456
Varian Medical Systems, Inc.(b)		4,379		308,501
Zimmer Holdings, Inc.		6,787		536,784
				11,993,221
Health Care Facilities–0.03%
Tenet Healthcare Corp.(b)		4,170		162,839
Health Care Services–0.54%
DaVita HealthCare Partners Inc.(b)		3,375		362,846
Express Scripts Holding Co.(b)		32,939		2,104,143
Laboratory Corp. of America Holdings(b)		3,744		358,376
Quest Diagnostics Inc.		6,334		371,299
				3,196,664
Health Care Supplies–0.04%
DENTSPLY International Inc.		5,809		243,920
Health Care Technology–0.09%
Cerner Corp.(b)		11,790		543,047
Home Entertainment Software–0.05%
Electronic Arts Inc.(b)		12,211		325,301
Home Furnishings–0.03%
Leggett & Platt, Inc.		5,757		166,492
Home Improvement Retail–1.08%
Home Depot, Inc. (The)		58,943		4,390,664
Lowe’s Cos., Inc.		43,273		1,982,769
				6,373,433
Homebuilding–0.11%
D.R. Horton, Inc.		11,312		201,919
Lennar Corp.–Class A		6,626		210,773
PulteGroup Inc.		13,759		211,751
				624,443
Homefurnishing Retail–0.11%
Bed Bath & Beyond Inc.(b)		8,813		649,871
Hotels, Resorts & Cruise Lines–0.31%
Carnival Corp.		17,915		646,553
Marriott International Inc.–Class A		9,665		386,503
Starwood Hotels & Resorts Worldwide, Inc.		7,850		501,929
Wyndham Worldwide Corp.		5,464		324,343
				1,859,328
Household Appliances–0.07%
Whirlpool Corp.		3,162		406,791

	Shares		Value
Household Products–2.12%
Clorox Co. (The)		5,325	$	440,377
Colgate-Palmolive Co.		35,378		2,043,787
Kimberly-Clark Corp.		15,518		1,450,623
Procter & Gamble Co. (The)		110,592		8,614,011
				12,548,798
Housewares & Specialties–0.05%
Newell Rubbermaid Inc.		11,641		294,517
Human Resource & Employment Services–0.03%
Robert Half International, Inc.		5,584		196,948
Hypermarkets & Super Centers–1.15%
Costco Wholesale Corp.		17,620		1,971,149
Wal-Mart Stores, Inc.		66,108		4,824,562
				6,795,711
Independent Power Producers & Energy Traders–0.11%
AES Corp. (The)		25,002		317,775
NRG Energy, Inc.		13,012		341,565
				659,340
Industrial Conglomerates–2.38%
3M Co.		25,621		2,910,033
Danaher Corp.		23,478		1,538,279
General Electric Co.(d)		417,234		9,654,795
				14,103,107
Industrial Gases–0.43%
Air Products & Chemicals, Inc.		8,405		858,487
Airgas, Inc.		2,653		269,677
Praxair, Inc.		11,933		1,400,934
				2,529,098
Industrial Machinery–0.87%
Dover Corp.		6,877		584,889
Flowserve Corp.		5,772		322,020
Illinois Tool Works Inc.		16,721		1,195,050
Ingersoll-Rand PLC		11,216		663,314
Pall Corp.		4,479		309,678
Parker Hannifin Corp.		5,985		598,201
Pentair Ltd.		8,283		497,891
Snap-on Inc.		2,325		217,620
Stanley Black & Decker Inc.		6,518		555,725
Xylem, Inc.		7,471		185,131
				5,129,519
Industrial REIT’s–0.12%
Prologis, Inc.		20,103		708,430
Insurance Brokers–0.29%
Aon PLC		12,472		827,892
Marsh & McLennan Cos., Inc.		22,210		915,718
				1,743,610
Integrated Oil & Gas–4.95%
Chevron Corp.		78,239		9,422,323

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

12                         Invesco S&P 500 Index Fund

	Shares		Value
Integrated Oil & Gas–(continued)
Exxon Mobil Corp.		179,415	$	15,637,811
Hess Corp.		12,051		902,017
Murphy Oil Corp.		7,366		496,616
Occidental Petroleum Corp.		32,508		2,867,531
				29,326,298
Integrated Telecommunication Services–2.36%
AT&T Inc.		217,088		7,344,087
CenturyLink Inc.		24,575		813,924
Frontier Communications Corp.		40,259		174,322
Verizon Communications Inc.		115,448		5,469,926
Windstream Corp.		23,918		193,018
				13,995,277
Internet Retail–1.22%
Amazon.com, Inc.(b)		14,694		4,128,720
Expedia, Inc.		3,798		177,595
Netflix Inc.(b)		2,276		646,179
Priceline.com Inc.(b)		2,080		1,952,143
TripAdvisor Inc.(b)		4,488		331,977
				7,236,614
Internet Software & Services–2.23%
Akamai Technologies, Inc.(b)		7,134		328,021
eBay Inc.(b)		47,129		2,355,979
Google Inc.–Class A(b)		10,843		9,182,937
VeriSign, Inc.(b)		6,104		292,931
Yahoo! Inc.(b)		38,289		1,038,397
				13,198,265
Investment Banking & Brokerage–0.87%
Charles Schwab Corp. (The)		44,417		927,427
E*TRADE Financial Corp.(b)		11,573		162,485
Goldman Sachs Group, Inc. (The)		17,390		2,645,541
Morgan Stanley		55,364		1,426,176
				5,161,629
IT Consulting & Other Services–1.86%
Accenture PLC–Class A		26,230		1,895,117
Cognizant Technology Solutions Corp.–Class A(b)		12,170		892,061
International Business Machines Corp.		42,055		7,665,365
SAIC, Inc.		11,471		172,868
Teradata Corp.(b)		6,642		388,956
				11,014,367
Leisure Products–0.13%
Hasbro, Inc.		4,629		210,990
Mattel, Inc.		13,936		564,408
				775,398
Life & Health Insurance–1.02%
Aflac, Inc.		18,812		1,087,145
Lincoln National Corp.		10,832		455,377
MetLife, Inc.		44,184		2,040,859

	Shares		Value
Life & Health Insurance–(continued)
Principal Financial Group, Inc.		11,117	$	454,908
Prudential Financial, Inc.		18,803		1,407,969
Torchmark Corp.		3,708		255,444
Unum Group		10,770		318,038
				6,019,740
Life Sciences Tools & Services–0.50%
Agilent Technologies, Inc.		13,899		648,249
Life Technologies Corp.(b)		6,907		513,950
PerkinElmer, Inc.		4,532		163,016
Thermo Fisher Scientific, Inc.		14,482		1,286,436
Waters Corp.(b)		3,450		341,033
				2,952,684
Managed Health Care–1.09%
Aetna Inc.		15,261		967,395
Cigna Corp.		11,512		905,879
Humana Inc.		6,379		587,378
UnitedHealth Group Inc.		41,157		2,952,603
WellPoint, Inc.		12,119		1,031,812
				6,445,067
Metal & Glass Containers–0.08%
Ball Corp.		5,977		265,498
Owens-Illinois, Inc.(b)		6,672		189,418
				454,916
Motorcycle Manufacturers–0.09%
Harley-Davidson, Inc.		8,995		539,520
Movies & Entertainment–1.80%
Time Warner Inc.		37,614		2,276,775
Twenty-First Century Fox, Inc.		80,318		2,516,363
Viacom Inc.–Class B		18,001		1,432,160
Walt Disney Co. (The)		72,669		4,420,455
				10,645,753
Multi-Line Insurance–0.72%
American International Group, Inc.(b)		59,572		2,767,715
Assurant, Inc.		3,073		162,992
Genworth Financial Inc.–Class A(b)		19,896		234,773
Hartford Financial Services Group, Inc. (The)		18,395		544,492
Loews Corp.		12,391		550,904
				4,260,876
Multi-Sector Holdings–0.05%
Leucadia National Corp.		11,905		296,792
Multi-Utilities–1.18%
Ameren Corp.		9,768		330,256
CenterPoint Energy, Inc.		17,291		396,483
CMS Energy Corp.		10,721		284,428
Consolidated Edison, Inc.		11,811		664,133
Dominion Resources, Inc.		23,309		1,360,080
DTE Energy Co.		7,018		469,294

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

13                         Invesco S&P 500 Index Fund

	Shares		Value
Multi-Utilities–(continued)
Integrys Energy Group, Inc.		3,236	$	180,957
NiSource Inc.		12,590		368,383
PG&E Corp.		17,841		737,904
Public Service Enterprise Group Inc.		20,415		661,854
SCANA Corp.		5,587		268,846
Sempra Energy		9,094		767,715
TECO Energy, Inc.		8,217		135,827
Wisconsin Energy Corp.		9,213		378,102
				7,004,262
Office Electronics–0.08%
Xerox Corp.		49,547		494,479
Office REIT’s–0.11%
Boston Properties, Inc.		6,078		622,995
Office Services & Supplies–0.02%
Pitney Bowes Inc.		8,104		132,257
Oil & Gas Drilling–0.29%
Diamond Offshore Drilling, Inc.		2,757		176,531
Ensco PLC–Class A		9,353		519,653
Helmerich & Payne, Inc.		4,267		268,992
Nabors Industries Ltd.		11,887		183,060
Noble Corp.		10,178		378,621
Rowan Cos. PLC–Class A(b)		5,006		177,312
				1,704,169
Oil & Gas Equipment & Services–1.55%
Baker Hughes Inc.		17,827		828,777
Cameron International Corp.(b)		9,980		566,764
FMC Technologies, Inc.(b)		9,568		513,132
Halliburton Co.		34,864		1,673,472
National Oilwell Varco Inc.		17,241		1,281,006
Schlumberger Ltd.		53,644		4,341,946
				9,205,097
Oil & Gas Exploration & Production–2.60%
Anadarko Petroleum Corp.		20,234		1,849,792
Apache Corp.		15,810		1,354,601
Cabot Oil & Gas Corp.		17,007		665,484
Chesapeake Energy Corp.		20,938		540,410
ConocoPhillips		49,335		3,270,910
Denbury Resources Inc.(b)		15,056		260,318
Devon Energy Corp.		15,234		869,709
EOG Resources, Inc.		10,978		1,724,095
EQT Corp.		6,026		516,549
Marathon Oil Corp.		28,601		984,732
Newfield Exploration Co.(b)		5,436		129,485
Noble Energy, Inc.		14,491		890,182
Pioneer Natural Resources Co.		5,511		964,260
QEP Resources Inc.		7,280		198,890
Range Resources Corp.		6,560		491,869

	Shares		Value
Oil & Gas Exploration & Production–(continued)
Southwestern Energy Co.(b)		14,183	$	541,791
WPX Energy Inc.(b)		8,042		150,064
				15,403,141
Oil & Gas Refining & Marketing–0.58%
Marathon Petroleum Corp.		13,105		950,243
Phillips 66		24,986		1,426,701
Tesoro Corp.		5,496		253,311
Valero Energy Corp.		22,006		781,873
				3,412,128
Oil & Gas Storage & Transportation–0.48%
Kinder Morgan Inc.		25,493		966,950
Spectra Energy Corp.		27,002		894,036
Williams Cos., Inc. (The)		27,547		998,303
				2,859,289
Other Diversified Financial Services–3.34%
Bank of America Corp.		435,000		6,142,200
Citigroup Inc.		122,782		5,934,054
JPMorgan Chase & Co.		152,513		7,706,482
				19,782,736
Packaged Foods & Meats–1.48%
Campbell Soup Co.		7,188		310,378
ConAgra Foods, Inc.		16,818		568,785
General Mills, Inc.		26,011		1,282,862
Hershey Co. (The)		6,005		552,160
Hormel Foods Corp.		5,427		224,841
JM Smucker Co. (The)		4,361		462,876
Kellogg Co.		10,238		621,549
Kraft Foods Group, Inc.		23,987		1,241,807
McCormick & Co., Inc.		5,307		359,019
Mead Johnson Nutrition Co.		8,145		611,119
Mondelez International Inc.–Class A		72,004		2,208,363
Tyson Foods, Inc.–Class A		11,435		331,043
				8,774,802
Paper Packaging–0.14%
Avery Dennison Corp.		4,048		173,093
Bemis Co., Inc.		4,156		165,367
MeadWestvaco Corp.		7,140		255,969
Sealed Air Corp.		7,901		224,389
				818,818
Paper Products–0.14%
International Paper Co.		17,949		847,372
Personal Products–0.17%
Avon Products, Inc.		17,476		345,500
Estee Lauder Cos. Inc. (The)–Class A		9,702		634,123
				979,623
Pharmaceuticals–5.85%
AbbVie Inc.		63,904		2,722,949
Actavis Inc.(b)		5,198		702,666

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

14                         Invesco S&P 500 Index Fund

	Shares		Value
Pharmaceuticals–(continued)
Allergan, Inc.		11,959	$	1,056,936
Bristol-Myers Squibb Co.		66,278		2,763,130
Eli Lilly & Co.		40,002		2,056,103
Forest Laboratories, Inc.(b)		9,430		401,058
Hospira, Inc.(b)		6,662		260,018
Johnson & Johnson		113,341		9,793,796
Merck & Co., Inc.		121,844		5,762,003
Mylan Inc.(b)		15,376		543,388
Perrigo Co.		3,599		437,458
Pfizer Inc.		269,271		7,596,135
Zoetis Inc.		20,174		588,072
				34,683,712
Property & Casualty Insurance–2.29%
ACE Ltd.		13,725		1,203,957
Allstate Corp. (The)		18,909		906,119
Berkshire Hathaway Inc.–Class B(b)		73,610		8,186,904
Chubb Corp. (The)		10,456		869,626
Cincinnati Financial Corp.		5,890		269,055
Progressive Corp. (The)		22,362		560,616
Travelers Cos., Inc. (The)		15,188		1,213,521
XL Group PLC		11,689		345,527
				13,555,325
Publishing–0.11%
Gannett Co., Inc.		9,235		222,471
News Corp.–Class A(b)		20,079		315,240
Washington Post Co. (The)–Class B		174		98,136
				635,847
Railroads–0.89%
CSX Corp.		41,236		1,014,818
Kansas City Southern		4,480		472,282
Norfolk Southern Corp.		12,713		917,370
Union Pacific Corp.		18,834		2,891,772
				5,296,242
Real Estate Services–0.05%
CBRE Group, Inc.–Class A(b)		12,253		267,973
Regional Banks–0.99%
BB&T Corp.		28,313		961,509
Fifth Third Bancorp		35,292		645,491
Huntington Bancshares Inc.		33,844		278,875
KeyCorp		37,142		433,447
M&T Bank Corp.		4,928		558,540
PNC Financial Services Group, Inc.		21,361		1,543,759
Regions Financial Corp.		57,030		536,082
SunTrust Banks, Inc.		21,747		696,339
Zions Bancorp.		7,390		206,698
				5,860,740
Research & Consulting Services–0.12%
Dun & Bradstreet Corp. (The)		1,634		162,550
Equifax Inc.		4,855		286,882

	Shares		Value
Research & Consulting Services–(continued)
Nielsen Holdings N. V.		8,438	$	291,111
				740,543
Residential REIT’s–0.24%
Apartment Investment & Management Co.–Class A		5,860		161,326
AvalonBay Communities, Inc.		4,906		607,853
Equity Residential		12,928		670,834
				1,440,013
Restaurants–1.34%
Chipotle Mexican Grill, Inc.(b)		1,241		506,539
Darden Restaurants, Inc.		5,264		243,250
McDonald’s Corp.		40,453		3,817,145
Starbucks Corp.		30,210		2,130,409
Yum! Brands, Inc.		18,151		1,270,933
				7,968,276
Retail REIT’s–0.42%
Kimco Realty Corp.		16,493		330,355
Macerich Co. (The)		5,585		314,324
Simon Property Group, Inc.		12,542		1,826,491
				2,471,170
Security & Alarm Services–0.16%
ADT Corp. (The)		8,821		351,340
Tyco International Ltd.		18,722		618,575
				969,915
Semiconductor Equipment–0.26%
Applied Materials, Inc.		48,485		727,760
KLA-Tencor Corp.		6,657		367,134
Lam Research Corp.(b)		6,602		308,115
Teradyne, Inc.(b)		7,740		118,809
				1,521,818
Semiconductors–1.70%
Advanced Micro Devices, Inc.(b)		24,505		80,131
Altera Corp.		12,905		453,869
Analog Devices, Inc.		12,434		575,446
Broadcom Corp.–Class A		21,196		535,411
First Solar, Inc.(b)		2,709		99,474
Intel Corp.		200,585		4,408,858
Linear Technology Corp.		9,411		360,724
LSI Corp.		22,175		164,317
Microchip Technology Inc.		7,954		308,695
Micron Technology, Inc.(b)		41,565		564,037
NVIDIA Corp.		23,319		343,955
Texas Instruments Inc.		44,755		1,709,641
Xilinx, Inc.		10,646		462,249
				10,066,807
Soft Drinks–2.02%
Coca-Cola Co. (The)		154,553		5,900,834
Coca-Cola Enterprises, Inc.		10,393		388,698

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

15                         Invesco S&P 500 Index Fund

	Shares		Value
Soft Drinks–(continued)
Dr Pepper Snapple Group, Inc.		8,281	$	370,658
Monster Beverage Corp.(b)		5,860		336,305
PepsiCo, Inc.		62,399		4,975,072
				11,971,567
Specialized Consumer Services–0.05%
H&R Block, Inc.		10,988		306,675
Specialized Finance–0.52%
CME Group Inc.–Class A		12,382		880,484
IntercontinentalExchange Inc.(b)		2,926		525,949
McGraw Hill Financial, Inc.		11,060		645,572
Moody’s Corp.		7,780		494,497
NASDAQ OMX Group, Inc. (The)		4,715		140,790
NYSE Euronext		9,783		408,929
				3,096,221
Specialized REIT’s–0.95%
American Tower Corp.		15,957		1,108,852
HCP, Inc.		18,338		746,907
Health Care REIT, Inc.		11,477		705,147
Host Hotels & Resorts Inc.		30,049		511,734
Plum Creek Timber Co., Inc.		6,615		293,111
Public Storage		5,816		887,929
Ventas, Inc.		11,829		736,473
Weyerhaeuser Co.		23,268		637,078
				5,627,231
Specialty Chemicals–0.38%
Ecolab Inc.		10,749		981,921
International Flavors & Fragrances Inc.		3,247		256,545
Sherwin-Williams Co. (The)		3,440		593,056
Sigma-Aldrich Corp.		4,848		399,815
				2,231,337
Specialty Stores–0.18%
PetSmart, Inc.		4,212		296,651
Staples, Inc.		26,788		372,621
Tiffany & Co.		4,875		375,911
				1,045,183
Steel–0.16%
Allegheny Technologies, Inc.		4,403		117,604
Cliffs Natural Resources Inc.		6,161		128,580
Nucor Corp.		12,820		583,182
United States Steel Corp.		5,808		103,963
				933,329

	Shares		Value
Systems Software–2.80%
BMC Software, Inc.(b)		5,343	$	245,778
CA, Inc.		13,364		390,897
Microsoft Corp.		303,278		10,129,485
Oracle Corp.		148,262		4,723,627
Red Hat, Inc.(b)		7,631		385,518
Symantec Corp.		28,109		719,872
				16,595,177
Thrifts & Mortgage Finance–0.06%
Hudson City Bancorp, Inc.		19,181		176,273
People’s United Financial Inc.		12,822		182,329
				358,602
Tires & Rubber–0.03%
Goodyear Tire & Rubber Co. (The)(b)		9,880		198,786
Tobacco–1.60%
Altria Group, Inc.		81,051		2,746,008
Lorillard, Inc.		15,241		644,694
Philip Morris International Inc.		65,994		5,506,540
Reynolds American Inc.		12,845		611,807
				9,509,049
Trading Companies & Distributors–0.18%
Fastenal Co.		10,878		478,523
W.W. Grainger, Inc.		2,430		601,061
				1,079,584
Trucking–0.02%
Ryder System, Inc.		2,089		116,169
Wireless Telecommunication Services–0.14%
Crown Castle International Corp.(b)		11,823		820,753
Total Common Stocks & Other Equity Interests (Cost $331,810,142)				586,125,128
Money Market Funds–1.00%
Liquid Assets Portfolio– Institutional Class(e)		2,974,767		2,974,767
Premier Portfolio–Institutional Class(e)		2,974,766		2,974,766
Total Money Market Funds (Cost $5,949,533)				5,949,533
TOTAL INVESTMENTS–99.91% (Cost $337,759,675)				592,074,661
OTHER ASSETS LESS LIABILITIES–0.09%				511,270
NET ASSETS–100.00%			$	592,585,931

Investment Abbreviations:

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 Fund’s Adviser is a subsidiary of Invesco Ltd. and therefore, Invesco Ltd. is considered to be affiliated with the Fund. See Note 4.

^(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 5.

^(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.

16                         Invesco S&P 500 Index Fund

Statement of Assets and Liabilities

August 31, 2013

Assets:
Investments, at value (Cost $331,393,066)	$	585,580,439
Investments in affiliates, at value (Cost $6,366,609)		6,494,222
Total investments, at value (Cost $337,759,675)		592,074,661
Receivable for:
Fund shares sold		670,703
Dividends		1,346,534
Investment for trustee deferred compensation and retirement plans		15,883
Other assets		26,360
Total assets		594,134,141
Liabilities:
Payable for:
Fund shares reacquired		734,986
Variation margin		23,760
Accrued fees to affiliates		538,919
Accrued trustees’ and officers’ fees and benefits		4,239
Accrued other operating expenses		195,559
Trustee deferred compensation and retirement plans		50,747
Total liabilities		1,548,210
Net assets applicable to shares outstanding	$	592,585,931
Net assets consist of:
Shares of beneficial interest	$	416,447,103
Undistributed net investment income		5,590,262
Undistributed net realized gain (loss)		(83,684,563	)
Unrealized appreciation		254,233,129
	$	592,585,931

Net Assets:
Class A	$	467,233,651
Class B	$	11,045,050
Class C	$	91,761,107
Class Y	$	22,546,123
Shares outstanding, $0.01 par value per share, with an unlimited number of shares authorized:
Class A		26,435,213
Class B		637,839
Class C		5,359,296
Class Y		1,261,722
Class A:
Net asset value per share	$	17.67
Maximum offering price per share
(Net asset value of $17.67 ¸ 94.50%)	$	18.70
Class B:
Net asset value and offering price per share	$	17.32
Class C:
Net asset value and offering price per share	$	17.12
Class Y:
Net asset value and offering price per share	$	17.87

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

17                         Invesco S&P 500 Index Fund

Statement of Operations

For the year ended August 31, 2013

Investment income:
Dividends (net of foreign withholding taxes of $7,359)	$	12,622,220
Dividends from affiliates		18,508
Total investment income		12,640,728
Expenses:
Advisory fees		672,470
Administrative services fees		143,890
Custodian fees		31,555
Distribution fees:
Class A		1,094,363
Class B		152,384
Class C		847,338
Transfer agent fees		824,922
Trustees’ and officers’ fees and benefits		40,582
Other		352,223
Total expenses		4,159,727
Less: Fees waived and expense offset arrangement(s)		(7,185	)
Net expenses		4,152,542
Net investment income		8,488,186
Realized and unrealized gain from:
Net realized gain from:
Investment securities		1,594,690
Futures contracts		1,430,315
		3,025,005
Change in net unrealized appreciation (depreciation) of:
Investment securities		79,781,728
Futures contracts		(216,585	)
		79,565,143
Net realized and unrealized gain		82,590,148
Net increase in net assets resulting from operations	$	91,078,334

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

18                         Invesco S&P 500 Index Fund

Statement of Changes in Net Assets

For the years ended August 31, 2013 and 2012

	2013			2012
Operations:
Net investment income	$	8,488,186		$	7,062,081
Net realized gain		3,025,005			(39,568	)
Change in net unrealized appreciation		79,565,143			71,983,694
Net increase in net assets resulting from operations		91,078,334			79,006,207
Distributions to shareholders from net investment income:
Class A		(7,761,631	)		(6,590,989	)
Class B		(194,940	)		(193,068	)
Class C		(920,398	)		(511,460	)
Class Y		(330,633	)		(356,716	)
Total distributions from net investment income		(9,207,602	)		(7,652,233	)
Share transactions–net:
Class A		(8,062,305	)		(13,332,452	)
Class B		(11,116,271	)		(22,284,272	)
Class C		611,425			(331,841	)
Class Y		5,284,880			(4,421,941	)
Net increase (decrease) in net assets resulting from share transactions		(13,282,271	)		(40,370,506	)
Net increase in net assets		68,588,461			30,983,468
Net assets:
Beginning of year		523,997,470			493,014,002
End of year (includes undistributed net investment income of $5,590,262 and $6,283,512, respectively)	$	592,585,931		$	523,997,470

Notes to Financial Statements

August 31, 2013

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) (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 twelve 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 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 (S&P 500 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 C shares are sold with a CDSC. Class Y shares are sold at net asset value. Effective November 30, 2010, new or additional investments in Class B shares are no longer permitted. Existing shareholders of Class B shares may continue to reinvest dividends and capital gains distributions in Class B shares until they convert to Class A shares. 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 to Class A shares. 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. Redemption of Class B shares prior to conversion date will be subject to a CDSC.

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”).

19                         Invesco S&P 500 Index Fund

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 (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the 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 the Adviser determines 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’ prices 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 economic 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 became 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 net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s 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 declared and paid annually and recorded on the 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 of 1986, as amended (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.

20                         Invesco S&P 500 Index Fund

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 the 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 designated 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 Daily Net Assets	Rate
First $2 billion		0.12%
Over $2 billion		0.10%

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 Canada 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(s) 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 June 30, 2014, to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual fund operating expenses and/or reimbursement (excluding certain items discussed below) of Class A, Class B, Class C and Class Y shares to 2.00%, 2.75%, 2.75% and 1.75% 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 fund operating expenses and/or reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; 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, 2014. 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, 2014, 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, 2013, the Adviser waived advisory fees of $6,724.

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, 2013, 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

21                         Invesco S&P 500 Index Fund

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, 2013, the expenses incurred under the agreement 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, 2013, 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 year ended August 31, 2013, IDI advised the Fund that IDI retained $40,188 in front-end sales commissions from the sale of Class A shares and $19, $6,018 and $4,651 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 the Adviser, 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, 2013. 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	$	592,074,661		$	—	$	—	$	592,074,661
Futures*		(81,857	)				—		(81,857	)
Total Investments	$	591,992,804		$	—	$	—	$	591,992,804

* Unrealized appreciation (depreciation).

NOTE 4—Investments in Affiliates

The Fund’s Adviser is a subsidiary of Invesco Ltd. and therefore, Invesco Ltd. is considered to be affiliated with the Fund. The following is a summary of the transactions in and earnings from investments in Invesco Ltd. for the year ended August 31, 2013.

	Value 08/31/12		Purchases at Cost		Proceeds from Sales			Change in Unrealized Appreciation (Depreciation)		Realized Gain (Loss)			Value 08/31/13		Dividend Income
Invesco Ltd.	$	432,184	$	18,842	$	(25,561	)	$	119,443	$	(219	)	$	544,689	$	14,320

NOTE 5—Derivative Investments

Value of Derivative Investments at Period-End

The table below summarizes the value of the Fund’s derivative investments, detailed by primary risk exposure, held as of August 31, 2013:

	Value
Risk Exposure/Derivative Type	Assets		Liabilities
Equity risk
Futures contracts(a)	$	—	$	(81,857	)

^(a)  Includes cumulative appreciation (depreciation) of futures contracts. Only current day’s variation margin receivable (payable) is reported within the Statement of Assets and Liabilities.

22                         Invesco S&P 500 Index Fund

Effect of Derivative Investments for the year ended August 31, 2013

The table below summarizes the gains (losses) on derivative investments, detailed by primary risk exposure, recognized in earnings during the period:

	Location of Gain (Loss) on Statement of Operations
	Futures*
Realized Gain
Equity risk	$	1,430,315
Change in Unrealized Appreciation (Depreciation)
Equity risk	$	(216,585	)
Total	$	1,213,730

* The average notional value of futures contracts outstanding was $5,995,280.

Open Futures Contracts
Long Contracts	Number of Contracts		Expiration Month		Notional Value		Unrealized Appreciation (Depreciation)
E-Mini S&P 500		88		September-2013	$	7,177,720	$	(81,857	)

NOTE 6—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, 2013, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $461.

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 State Street Bank and Trust Company, the custodian bank. Such balances, if any at period end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. 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 9—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Years Ended August 31, 2013 and 2012:

	2013		2012
Ordinary income	$	9,207,602	$	7,652,233

Tax Components of Net Assets at Period-End:

	2013
Undistributed ordinary income	$	5,611,751
Net unrealized appreciation — investments		226,634,414
Temporary book/tax differences		(48,580	)
Capital loss carryforward		(56,058,757	)
Shares of beneficial interest		416,447,103
Total net assets	$	592,585,931

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.

23                         Invesco S&P 500 Index Fund

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 Regulated Investment Company Modernization Act of 2010 eliminated the eight-year carryover period for capital losses that arise in taxable years beginning after its enactment date of December 22, 2010. Consequently, these capital losses can be carried forward for an unlimited period. However, capital losses with an expiration period may not be used to offset capital gains until all net capital losses without an expiration date have been utilized. Additionally, post-enactment capital loss carryovers will retain their character as either short-term or long-term capital losses instead of as short-term capital losses as under prior law. 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 $4,003,442 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, 2013, which expires as follows:

Capital Loss Carryforward*
Expiration	Short-Term		Long-Term		Total
August 31, 2017	$	12,322,416	$	—	$	12,322,416
August 31, 2018		19,847,353		—		19,847,353
August 31, 2019		10,267,726		—		10,267,726
Not subject to expiration		—		13,621,262		13,621,262
	$	42,437,495	$	13,621,262	$	56,058,757

* 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 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 year ended August 31, 2013 was $30,071,307 and $42,930,463, 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	$	240,608,903
Aggregate unrealized (depreciation) of investment securities		(13,974,489	)
Net unrealized appreciation of investment securities	$	226,634,414

Cost of investments for tax purposes is $365,440,247.

NOTE 11—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of fair funds settlements and REIT distributions, on August 31, 2013, undistributed net investment income was increased by $26,166, undistributed net realized gain (loss) was decreased by $24,704 and shares of beneficial interest was decreased by $1,462. This reclassification had no effect on the net assets of the Fund.

24                         Invesco S&P 500 Index Fund

NOTE 12—Share Information

	Summary of Share Activity
	For the years ended August 31,
	2013(a)						2012
	Shares			Amount			Shares			Amount
Sold:
Class A		3,609,161		$	59,967,499			2,763,738		$	39,469,371
Class B		48,627			807,977			72,106			1,005,514
Class C		879,159			14,382,285			750,901			10,524,251
Class Y		745,535			12,266,779			636,341			9,308,878
Issued as reinvestment of dividends:
Class A		466,707			7,079,950			445,622			5,998,079
Class B		11,362			169,870			12,814			169,909
Class C		56,433			834,081			34,865			457,088
Class Y		20,998			321,482			26,089			354,294
Automatic conversion of Class B shares to Class A shares:
Class A		604,257			9,883,567			1,243,061			17,748,051
Class B		(615,612	)		(9,883,567	)		(1,267,736	)		(17,748,051	)
Reacquired:
Class A		(5,154,351	)		(84,993,321	)		(5,446,685	)		(76,547,953	)
Class B		(137,855	)		(2,210,551	)		(415,442	)		(5,711,644	)
Class C		(904,350	)		(14,604,941	)		(831,615	)		(11,313,180	)
Class Y		(445,668	)		(7,303,381	)		(977,353	)		(14,085,113	)
Net increase (decrease) in share activity		(815,597	)	$	(13,282,271	)		(2,953,294	)	$	(40,370,506	)

^(a)  There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 65% 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.

25                         Invesco S&P 500 Index Fund

NOTE 13—Financial Highlights

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

	Net asset value, beginning of period		Net investment income(a)		Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Dividends from net investment income			Net asset value, end of period		Total return(b)			Net assets, end of period (000’s omitted)(c)		Ratio of expenses to average net assets with fee waivers and/or expenses absorbed(d)			Ratio of expenses to average net assets without fee waivers and/or expenses absorbed(d)			Ratio of net investment income to average net assets(d)			Portfolio turnover(e)
Class A
Year ended 08/31/13	$	15.26	$	0.27	$	2.43		$	2.70		$	(0.29	)	$	17.67		18.04	%	$	467,234		0.62	%(f)		0.62	%(f)		1.64	%(f)		6	%
Year ended 08/31/12		13.25		0.22		2.03			2.25			(0.24	)		15.26		17.26			410,772		0.65			0.67			1.55			3
Year ended 08/31/11		11.36		0.19		1.85			2.04			(0.15	)		13.25		17.94			369,597		0.61			0.61			1.42			4
Year ended 08/31/10		11.09		0.18		0.33			0.51			(0.24	)		11.36		4.44			335,583		0.60			0.69			1.47			7
Year ended 08/31/09		13.94		0.21		(2.83	)		(2.62	)		(0.23	)		11.09		(18.43	)		349		0.59			0.74			2.11	(g)		7
Class B
Year ended 08/31/13		14.96		0.14		2.40			2.54			(0.18	)		17.32		17.14			11,045		1.37	(f)		1.37	(f)		0.89	(f)		6
Year ended 08/31/12		12.92		0.11		2.01			2.12			(0.08	)		14.96		16.47			19,912		1.40			1.42			0.80			3
Year ended 08/31/11		11.10		0.09		1.80			1.89			(0.07	)		12.92		17.02			37,840		1.36			1.36			0.67			4
Year ended 08/31/10		10.83		0.08		0.33			0.41			(0.14	)		11.10		3.68			64,102		1.35			1.44			0.72			7
Year ended 08/31/09		13.54		0.13		(2.73	)		(2.60	)		(0.11	)		10.83		(19.06	)		110		1.34			1.49			1.36	(h)		7
Class C
Year ended 08/31/13		14.79		0.14		2.37			2.51			(0.18	)		17.12		17.14	(i)		91,761		1.36	(f)(i)		1.36	(f)(i)		0.90	(f)(i)		6
Year ended 08/31/12		12.79		0.11		1.99			2.10			(0.10	)		14.79		16.50			78,797		1.40			1.42			0.80			3
Year ended 08/31/11		10.99		0.10		1.77			1.87			(0.07	)		12.79		17.01	(i)		68,753		1.27	(i)		1.27	(i)		0.76	(i)		4
Year ended 08/31/10		10.74		0.08		0.33			0.41			(0.16	)		10.99		3.71			66,933		1.35			1.44			0.72			7
Year ended 08/31/09		13.46		0.13		(2.72	)		(2.59	)		(0.13	)		10.74		(19.01	)		74		1.34			1.49			1.36	(j)		7
Class Y
Year ended 08/31/13		15.43		0.32		2.45			2.77			(0.33	)		17.87		18.33			22,546		0.37	(f)		0.37	(f)		1.89	(f)		6
Year ended 08/31/12		13.40		0.26		2.06			2.32			(0.29	)		15.43		17.64			14,518		0.40			0.42			1.80			3
Year ended 08/31/11		11.48		0.23		1.86			2.09			(0.17	)		13.40		18.21			16,824		0.36			0.36			1.67			4
Year ended 08/31/10		11.20		0.21		0.33			0.54			(0.26	)		11.48		4.72			23,168		0.35			0.44			1.72			7
Year ended 08/31/09		14.09		0.25		(2.87	)		(2.62	)		(0.27	)		11.20		(18.22	)		23		0.34			0.49			2.36	(k)		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. Not annualized for periods less than one year, if applicable.

^(c)  Net assets, end of period, for the year ended August 31, 2009 are stated in millions.

^(d) The ratios reflect the rebate of certain Fund expenses in connection with investments in a Morgan Stanley affiliate during the period. The effect of the rebate on the ratios was 0.00% for the year ended 2009. The rebate was less than 0.005% for the year ended 2009.

^(e) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.

^(f) Ratios are based on average daily net assets (000’s) of $441,785, 15,238, 85,050 and 18,318 for Class A, Class B, Class C and Class Y shares, respectively.

^(g) Ratio of net investment income (loss) to average net assets without fee waivers and/or expense reimbursements was 1.96% for the year ended August 31, 2009.

^(h) Ratio of net investment income (loss) to average net assets without fee waivers and/or expense reimbursements was 1.21% for the year ended August 31, 2009.

⁽ⁱ⁾ 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% and 0.91% for the years ended August 31, 2013 and August 31, 2012, respectively.

^(j) Ratio of net investment income (loss) to average net assets without fee waivers and/or expense reimbursements was 1.21% for the year ended August 31, 2009.

^(k) Ratio of net investment income (loss) to average net assets without fee waivers and/or expense reimbursements was 2.21% for the year ended August 31, 2009.

26                         Invesco S&P 500 Index Fund

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 (one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2013, 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 four years in 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 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, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The financial highlights of the Fund for the period ended August 31, 2009 were audited by another independent registered public accounting firm whose report dated October 27, 2009 expressed an unqualified opinion on such financial statement.

PRICEWATERHOUSECOOPERS LLP

October 25, 2013

Houston, Texas

27                         Invesco S&P 500 Index Fund

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, 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, 2013 through August 31, 2013.

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 or contingent deferred sales charges on redemptions, 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.

Class	Beginning Account Value (03/01/13)		ACTUAL				HYPOTHETICAL (5% annual return before expenses)				Annualized Expense Ratio
			Ending Account Value (08/31/13)1		Expenses Paid During Period2		Ending Account Value (08/31/13)		Expenses Paid During Period2
A	$	1,000.00	$	1,086.10	$	3.15	$	1,022.18	$	3.06		0.60	%
B		1,000.00		1,082.50		7.09		1,018.40		6.87		1.35
C		1,000.00		1,082.20		7.09		1,018.40		6.87		1.35
Y		1,000.00		1,087.60		1.84		1,023.44		1.79		0.35

¹  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2013 through August 31, 2013, 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.

28                         Invesco S&P 500 Index Fund

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 Invesco S&P 500 Index Fund’s (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 Canada Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 17-19, 2013, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% 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, 2013. The Board determined that the continuation of the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers under the agreements is fair and reasonable.

The Board’s Fund Evaluation Process

The Board’s Investments Committee has established three Sub-Committees, each of which is primarily responsible for overseeing the management of a number of the funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet throughout the year to review the performance of their assigned Invesco 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 Invesco Funds and other members of management to review the performance, investment objective(s), policies, strategies, limitations and investment risks 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 their assigned Invesco Funds. Each Sub-Committee recommends to the Investments Committee, which in turn recommends to the full Board, whether and on what terms 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 Invesco Advisers and Lipper Inc. (Lipper), an independent provider of investment company

data. The Trustees also receive an independent written evaluation from the Senior Officer. The Senior Officer’s evaluation 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 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. In addition to meetings with Invesco Advisers and fund counsel, the independent Trustees also discuss the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.

In evaluating the fairness and reasonableness of compensation under the Fund’s investment advisory agreement and sub-advisory contracts, the Board considered, among other things, the factors discussed below. The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation between the Trustees and Invesco Advisers as well as advisory fees previously approved by different predecessor boards. 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 Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee.

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 19, 2013, 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, including the Fund’s portfolio manager or managers, with whom the Sub-Committees met during the year. The Board’s review of the qualifications of Invesco Advisers to provide advisory services included the Board’s consideration of Invesco Advisers’ investment process oversight, independent credit analysis and investment risk management.

In determining whether to continue the Fund’s investment advisory agreement, the Board considered the benefits of reapproving an existing relationship and the greater uncertainty that may be associated with entering into a new relationship. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds such as various back office support functions, equity and fixed income trading operations, internal audit, distribution and legal and compliance. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s investment advisory agreement.

The Board reviewed the services that may be 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 noted that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Affiliated Sub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. 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. The Board concluded that the nature, extent and quality of the services that may be provided by the Affiliated Sub-Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s sub-advisory contracts.

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 funds in the Lipper performance universe and against the Lipper S&P 500 Funds Index. The Board noted that performance of Class A shares of the Fund was

29                         Invesco S&P 500 Index Fund

in the fourth quintile of the performance universe for the one year period and the third quintile for the 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 performance of Class A shares of the Fund was below the performance of the Index for the one, three and five year periods. The Trustees also reviewed more recent Fund performance and this review did not change their conclusions.

C. Advisory and Sub-Advisory Fees

The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Lipper expense group at a common asset level. The Board noted that the contractual management fee rate for Class A shares of the Fund was below the median contractual management fee rate of funds in the expense group. The Board noted that the term “contractual management fee” may include both advisory and certain administrative services fees and that Invesco does not charge the Invesco Funds for the administrative services included in the term as defined by Lipper. The Board also reviewed the methodology used by Lipper in providing expense group information, which includes using each fund’s contractual management fee schedule (including any applicable breakpoints) as reported in the most recent prospectus or statement of additional information for each fund in the expense group.

The Board also compared the Fund’s effective advisory fee rate (the advisory fee rate after advisory fee waivers and before other expense limitations/waivers) to the effective advisory fee rates of other mutual funds advised by Invesco Advisers and its affiliates with investment strategies comparable to those of the Fund. The Board noted that the Fund’s effective advisory fee rate was the same as the effective advisory fee rate of the other mutual Fund managed by Invesco Advisers in a manner comparable to the Fund.

Other than the mutual fund described above, the Board noted that Invesco Advisers and its affiliates do not advise other funds or client accounts with investment strategies comparable to those of the Fund.

The Board also considered the services that may be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the fees payable by Invesco Advisers to the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board also noted that the sub-advisory fees are not paid directly by the Fund, but rather, are payable by Invesco Advisers to the Affiliated Sub-Advisers.

Based upon the information and considerations described above, the Board concluded that the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers is 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 economies of scale through contractual breakpoints in the Fund’s advisory fee schedule and was assisted in this review by a report from the Senior Officer. 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 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 for the year ended December 31, 2012. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board considered the profitability of Invesco Advisers in managing the Fund and the Invesco Funds. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its subsidiaries provide to the Invesco Funds. The Board noted that Invesco Advisers and its subsidiaries did not make a profit from managing the Fund as a result of expenses. The Board received and accepted information from Invesco Advisers demonstrating that 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.

F. Collateral Benefits to Invesco Advisers and its Affiliates

The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees received for their provision of transfer agency and distribution services to the Fund. The Board considered comparative information regarding fees charged for these services, including information provided by Lipper and other independent sources. The Board considered the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed 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; that the services are required for the operation of the Fund; that Invesco Advisers and its affiliates can provide services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and that the fees for such services are fair and reasonable in light of the usual and customary charges by others for services of the same nature and quality.

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 services from Invesco Advisers and the Affiliated Sub-Advisers to the Invesco Funds and that the research received may be used with other clients of Invesco Advisers and may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board also considered periodic reports from the Chief Compliance Officer of the Invesco Funds demonstrating that these arrangements are consistent with regulatory requirements. The Board did not deem the soft dollar arrangements to be inappropriate.

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 receives advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through varying periods the advisory fees payable by the Invesco Funds. The waiver is 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.

The Board also considered use of an affiliated broker to execute certain trades for the Fund to among other things, control information leakage, and were advised that such trades are executed in compliance with rules under the Investment Company Act of 1940, as amended.

30                         Invesco S&P 500 Index Fund

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, 2013:

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.

31                         Invesco S&P 500 Index Fund

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 1000, 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.

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
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 Formerly: Chairman and Chief Executive Officer, 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)	117	None
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, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent); 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 Corporate Class Inc. (corporate mutual fund company) and Invesco Canada Fund Inc. (corporate mutual fund company); Director, Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); 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); Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, Chief Executive Officer and President, Van Kampen Exchange Corp. Formerly: Director and Chairman, Van Kampen Investor Services Inc.: Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); and Van Kampen Investments Inc.; Director and President, AIM GP Canada Inc. (general partner for limited partnerships); and Van Kampen Advisors, Inc.; Director and Chief Executive Officer, Invesco Trimark Dealer Inc. (registered broker dealer); 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.	117	None
Wayne W. 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 certain funds in the Fund Complex	130	Director of the Mutual Fund Directors Forum, a nonprofit membership organization for investment directors; Chairman and Director of the Abraham Lincoln Presidential Library Foundation; and Director of the Stevenson Center for Democracy

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 Invesco Fund Complex because he and his firm currently provide legal services as legal counsel to such Funds.

T-1                         Invesco S&P 500 Index Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Independent Trustees
Bruce L. Crockett — 1944 Trustee and Chair	2003	Chairman, Crockett Technologies Associates (technology consulting company) Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)	117	ACE Limited (insurance company); Investment Company Institute
David C. Arch — 1945 Trustee	2010	Chairman and Chief Executive Officer of Blistex Inc., (consumer health care products manufacturer) Formerly: Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago	130	Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan
Frank S. Bayley — 1939 Trustee	2003	Retired Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and General Partner and Of Counsel, law firm of Baker & McKenzie, LLP	117	Director and Chairman, C.D. Stimson Company (a real estate investment company); Trustee and Overseer, The Curtis Institute of Music
James T. Bunch — 1942 Trustee	2000	Managing Member, Grumman Hill Group LLC (family office private equity management) Formerly: Founder, Green, Manning & Bunch Ltd. (investment banking firm)(1988-2010); Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation	117	Chairman, Board of Governors, Western Golf Association; Chairman-elect, Evans Scholars Foundation; and Director, Denver Film Society
Rodney F. Dammeyer — 1940 Trustee	2010	Chairman of CAC, LLC, (private company offering capital investment and management advisory services) Formerly: Prior to 2001, Managing Partner at Equity Group Corporate Investments; Prior to 1995, Chief Executive Officer of Itel Corporation (formerly Anixter International); 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.; From 1987 to 2010, Director/Trustee of investment companies in the Van Kampen Funds complex	117	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.
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)	117	Director of Nature’s Sunshine Products, Inc.
Jack M. Fields — 1952 Trustee	2003	Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); Owner and Chief Executive Officer, Dos Angeles Ranch, L.P. (cattle, hunting, corporate entertainment); and Discovery Global Education Fund (non-profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives	117	Insperity, Inc. (formerly known as Administaff)
Prema Mathai-Davis — 1950 Trustee	2003	Retired Formerly: Chief Executive Officer, YWCA of the U.S.A.	117	None
Larry Soll — 1942 Trustee	1997	Retired Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)	117	None
Hugo F. Sonnenschein — 1940 Trustee	2010	Distinguished Service Professor and President Emeritus of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago Formerly: President of the University of Chicago	130	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

T-2                         Invesco S&P 500 Index Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Independent Trustees—(continued)
Raymond Stickel, Jr. — 1944 Trustee	2005	Retired Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche	117	None
Other Officers
Russell C. Burk — 1958 Senior Vice President and Senior Officer	2005	Senior Vice President and Senior Officer, The 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.) 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, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, 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 and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Aim Advisers, Inc. and Van Kampen Investments 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
Karen Dunn Kelley — 1960 Vice President	2003	Head of Invesco’s World Wide Fixed Income and Cash Management Group; Director, Co-President, Co-Chief Executive Officer, and Co-Chairman, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Chairman, Invesco Senior Secured Management, Inc.; Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Invesco Mortgage Capital Inc., and Invesco Management Company Limited; Director and President, INVESCO Asset Management (Bermuda) Ltd., Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); and 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: Director, INVESCO Global Asset Management Limited and INVESCO Management S.A.; Senior Vice President, Van Kampen Investments Inc. and Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); 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

T-3                         Invesco S&P 500 Index Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Other Officers—(continued)
Sheri Morris — 1964 Vice President, Treasurer and Principal Financial Officer	2003	Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); and Vice President, 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: Vice President, Invesco Aim 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.; and Treasurer, 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	N/A	N/A
Crissie M. Wisdom — 1969 Anti-Money Laundering Compliance Officer	2013	Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser), Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.), Invesco Distributors, Inc., Invesco Investment Services, Inc., Invesco Management Group, Inc., Van Kampen Exchange Corp., The Invesco Funds, Invesco Funds (Chicago), and 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; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, 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.) 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; Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) and Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) Formerly: Chief Compliance Officer, Invesco Funds (Chicago); Senior Vice President, Van Kampen Investments Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment adviser), Invesco Global Asset Management (N.A.), Inc., Invesco Senior Secured Management, Inc. (registered investment adviser), Van Kampen Investor Services Inc., 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; and 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 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Investment Adviser Invesco Advisers, Inc. 1555 Peachtree Street, N.E. Atlanta, GA 30309	Distributor Invesco Distributors, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Auditors PricewaterhouseCoopers LLP 1201 Louisiana Street, Suite 2900 Houston, TX 77002-5678
Counsel to the Fund Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103-7018	Counsel to the Independent Trustees Goodwin Procter LLP 901 New York Avenue, N.W. Washington, D.C. 20001	Transfer Agent Invesco Investment Services, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Custodian State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110-2801

T-4                         Invesco S&P 500 Index Fund

Invesco mailing information

Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.

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 shown below.

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 most recent 12-month period ended June 30 is available at 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 US 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.

SEC file numbers: 811-09913 and 333-36074                MS-SPI-AR-1                Invesco Distributors, Inc.

	Annual Report to Shareholders	August 31, 2013
	Invesco Small Cap Discovery Fund Nasdaq: A: VASCX  n  B: VBSCX  n  C: VCSCX  n  Y: VISCX  n  R5: VESCX  n  R6: VFSCX

Letters to Shareholders

Philip Taylor Dear Shareholders: Enclosed in this annual report, you’ll find information about your Fund and the factors that affected its performance during the reporting period. Inside, you’ll also find a discussion from your portfolio managers about how they managed your Fund, as well as performance data for your Fund, a complete list of your Fund’s investments as of the close of the reporting period and other important information. I hope you find this report of interest. During the reporting period covered by this report, major US equity indexes made multiyear or even all-time highs.¹ Economic data were generally positive; housing and consumer spending data were particularly encouraging. Nonetheless, economic uncertainty and concern about continuing political and budget gridlock in Washington persisted. The US Federal Reserve’s deliberate vagueness about when, and to what degree, it might begin to curtail its

extraordinarily accommodative monetary policies – together with uncertainty about who will next lead the central bank – affected fixed income and equity markets alike. Most developed, non-US stock markets remained positive for the first half of 2013, despite a difficult second quarter.

Periods of market volatility and economic uncertainty can weaken the will of even the most resolute investor. That’s why Invesco believes it’s often helpful to work with a skilled and trusted financial adviser who can emphasize the importance of adhering to an investment plan designed to achieve long-term goals rather than being sidetracked by short-term uncertainty that can result in inaction. A financial adviser who is familiar with your individual financial situation, investment goals and risk tolerance can be an invaluable partner as you work toward your financial goals. He or she can provide insight and perspective when markets are volatile; encouragement and reassurance when times are uncertain; and advice and guidance when your financial situation or investment goals change.

Our website, invesco.com/us, is another source of timely insight and information for investors. On the website, you’ll find fund-specific as well as more general information from many of Invesco’s investment professionals. You’ll find in-depth articles, video clips and audio commentaries – and, of course, you also can access information about your Invesco account whenever it’s convenient for you.

What we mean by Intentional Investing

At Invesco, all of our people and all of our resources are dedicated to helping investors achieve their financial objectives. It’s a philosophy we call Intentional Investing, and it guides the way we:

n Manage investments - Our dedicated investment professionals search the world for the best opportunities, and each investment team follows a clear, disciplined process to build portfolios and mitigate risk.

n Provide choices - We offer multiple investment strategies, allowing you and your financial adviser to build a portfolio that’s purpose-built for your needs.

n Connect with you - We’re committed to giving you the expert insights you need to make informed investing decisions, and we are well-equipped to provide high-quality support for investors and advisers.

At Invesco, we believe in putting investors first. That’s why investment management is all we do. Our sole focus on managing your money allows you and your financial adviser to build a portfolio of Invesco funds appropriate for your investment needs and goals today and when your circumstances change.

Have questions?

For questions about your account, feel free to contact an Invesco client services representative at 800 959 4246. For Invesco-related questions or comments, please email me directly at phil@invesco.com.

All of us at Invesco look forward to serving your investment management needs for many years to come. Thank you for investing with us.

Sincerely,

Philip Taylor

Senior Managing Director, Invesco Ltd.

1  Source: Reuters

2                          Invesco Small Cap Discovery Fund

Bruce Crockett Dear Fellow Shareholders: The Invesco Funds Board has worked on a variety of issues over the last several months, and I’d like to take this opportunity to discuss two that affect you and our fellow fund shareholders. The first issue on which your Board has been working is our annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This annual review, which is required by the Investment Company Act of 1940, focuses on the nature and quality of the services Invesco provides as adviser to the Invesco Funds and the reasonableness of the fees that it charges for those services. Each year, we spend months reviewing detailed information that we request from Invesco that allows us to evaluate its services and fees. We also use information from many independent sources, including materials provided by the independent Senior Officer of the Invesco Funds, who reports directly to the independent Trustees on the Board. Additionally, we meet with independent legal counsel and review

performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field.

I’m pleased to report that the Board determined in June that renewing the investment advisory agreement and the sub-advisory contracts with Invesco Advisers and its affiliates would serve the best interests of each fund and its shareholders.

The second area of focus to highlight is the Board’s efforts to ensure that we provide a lineup of funds that allow financial advisers to build portfolios that meet shareholders’ changing financial needs and goals. Today, more and more investors are reaching, or approaching, retirement. But interest rates remain low, making it difficult for many investors to generate the income they need, or will soon need, in their retirement years.

The members of your Board think about these things, too, and we’ve worked with Invesco Advisers to provide more income-generating options in the Invesco Funds lineup to help shareholders potentially meet their income needs. Your Board recently approved changes to three existing equity mutual funds, increasing their focus on generating income while also seeking to provide long-term growth of capital.

As a result of these changes, the funds and their respective management teams now have more flexibility to invest in the types of securities that could meet investors’ growing need for income generation, and in some cases, also help investors diversify their sources of income. These equity funds complement an array of fixed-income, asset allocation and alternative investment options in the Invesco Funds lineup designed to accommodate a variety of risk tolerances.

Be assured that your Board will continue working on behalf of fund shareholders, keeping your needs and interests uppermost in our minds.

As always, please contact me at bruce@brucecrockett.com with any questions or concerns you may have. On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.

Sincerely,

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

3                          Invesco Small Cap Discovery Fund

Management’s Discussion of Fund Performance

Performance summary

For the reporting period ended August 31, 2013, Invesco Small Cap Discovery Fund had positive returns, but underperformed its style-specific benchmark, the Russell 2000 Growth Index. Underperformance 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, 8/31/12 to 8/31/13, 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	25.31	%
Class B Shares	25.34
Class C Shares	24.43
Class Y Shares	25.67
Class R5 Shares*	25.84
Class R6 Shares*	25.84
S&P 500 Index‚ (Broad Market Index)	18.70
Russell 2000 Growth Indexn (Style-Specific Index)	28.14
Lipper Small-Cap Growth Funds Index¿ (Peer Group Index)	26.36

Source(s): ^‚Invesco, S&P-Dow Jones via FactSet Research Systems Inc.;

ⁿInvesco, Russell via FactSet Research Systems Inc.; ^¿Lipper Inc.

* Share class incepted during the reporting period. See page 7 for a detailed explanation of Fund performance.

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 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 us 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 by 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 sustainability of a company’s earnings growth and whether there is upside to expectations already embedded in 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 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

The fiscal year ended August 31, 2013, began with some downward volatility in US equity markets. Starting in the fall of 2012, markets began an upward trend that continued through much of the reporting period. In early fall, the European Central Bank implemented new measures to support member economies and the US Federal Reserve (the Fed) initiated a third round of quantitative easing (QE), or fiscal stimulus, which caused consumer sentiment to improve. Uncertainty surrounding US election results, “fiscal cliff” negotiations and sequestration spending cuts in early 2013, however, made many businesses hesitant to spend during the first quarter of the year. However, for the first time in years, markets appeared willing to look past headline events.

    From late May through June, the capital markets began a sell-off following Fed Chairman Ben Bernanke’s comments about reducing QE. Since December 2012, the Fed has purchased $85 billion¹ of US Treasuries and mortgage-backed securities each month to increase liquidity and ensure low long-term interest rates in an effort to spur the housing and real estate markets. Few asset classes were immune from this broad sell-off, which

Portfolio Composition
By sector
Health Care	20.6	%
Industrials	19.9
Information Technology	18.4
Consumer Discretionary	16.5
Financials	6.4
Materials	5.3
Energy	4.7
Consumer Staples	3.4
Telecommunication Services	0.8
Money Market Funds
Plus Other Assets Less Liabilities	4.0

Top 10 Equity Holdings
1. Acadia Healthcare Co., Inc.	1.4	%
2. Aspen Technology, Inc.	1.2
3. NPS Pharmaceuticals, Inc.	1.2
4. Methanex Corp.	1.1
5. Group 1 Automotive, Inc.	1.1
6. Manitowoc Co., Inc. (The)	1.1
7. Centene Corp.	1.1
8. Carlisle Cos. Inc.	1.1
9. Cinemark Holdings, Inc.	1.1
10. Lennox International Inc.	1.1

Total Net Assets	$882.6 million
Total Number of Holdings*	131

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 Small Cap Discovery Fund

caused bonds, stocks and commodities to decline. Precious metals were particularly hard hit, and fixed-income investors scrambled to sell bonds in anticipation of higher yields. The markets stabilized in mid-summer; however, August brought more selling in the equity and bond markets and yields continued to rise.

    The Fund had solid positive absolute returns, but underperformed the Russell 2000 Growth Index during the reporting period. The Fund underperformed the style-specific index by the widest margins in the information technology (IT), consumer staples and telecommunication services sectors. Underperformance in each of these sectors was driven predominately by stock selection. A modest cash position also detracted from relative performance since the small-cap market was up significantly during the reporting period. Some of this underperformance was offset by outperformance in other sectors, especially the health care and consumer discretionary sectors, driven by strong stock selection.

    The Fund underperformed its style-specific index in the IT sector due to negative stock selection. Cirrus Logic, a semiconductor manufacturer, negatively affected Fund performance largely due to its exposure as a supplier of components to Apple, (not a Fund holding), which had a slowdown in production during the reporting period. Cirrus Logic’s stock fell when management provided lower-than-expected revenue guidance and we subsequently sold the position.

Microstrategy, a provider of enterprise software platforms for businesses, also detracted from performance. The company’s products require a fairly large investment from a corporation’s IT department and the spending environment was exceedingly weak for large-sized deals which led us to sell our position during the reporting period. Another detractor from Fund performance was Procera Networks, which provides intelligent technology that enables mobile and broadband network operators to manage their networks more efficiently. This small company began competing for bigger clients, but the increased costs of doing so hurt its profitability and stock price.

    The Fund was underweight relative to the style-specific index in the consumer staples sector, as stock valuations were generally high compared to their expected growth rates. However, not owning several of the stronger performing consumer staples names held by the Russell 2000

Growth Index, including Boston Beer Company, detracted from relative results. The Fund owned consumer goods company Elizabeth Arden; however, it was a large detractor within the sector as the company’s first quarter 2013 results were poor and negatively affected the company’s stock performance. Elizabeth Arden was no longer held at the end of the reporting period.

    Some of this underperformance was offset by solid outperformance in the health care and consumer discretionary sectors. The strongest contributor to Fund performance during the reporting period was biotechnology company NPS Pharmaceuticals, which gained approval for and subsequently launched a new drug faster than market expectations. The stock rose further as the drug was adopted over older treatments at a higher rate than initially projected. Acadia Healthcare and Onyx Pharmaceuticals were also solid contributors in the health care sector. Hanesbrands was the strongest contributor within the consumer discretionary sector as management executed on its plan to reduce debt and improve profitability through expense management and higher profit products.

    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.

    We thank you for your commitment to Invesco Small Cap Discovery Fund.

1 Source: US Federal Reserve

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, if applicable, index disclosures later in this report.

	Matthew Hart Chartered Financial Analyst, portfolio manager, is lead manager of Invesco Small Cap Discovery
Fund. He joined Invesco in 2010. Mr. Hart earned a BBA from Southern Methodist University.

	Justin Speer Portfolio manager, is manager of Invesco Small Cap Discovery Fund. He joined Invesco in 2010.
Mr. Speer earned a BS with an emphasis in finance and accounting from Texas Christian University.

5                          Invesco Small Cap Discovery Fund

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class(es)

Fund and index data from 8/31/03

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 contingent deferred sales charges, if applicable. 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.

continued from page 8

holder 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.

6                          Invesco Small Cap Discovery Fund

Average Annual Total Returns
As of 8/31/13, including maximum applicable sales charges
Class A Shares
Inception (11/27/00)	3.33	%
10 Years	9.29
5 Years	6.08
1 Year	18.43
Class B Shares
Inception (11/27/00)	3.32	%
10 Years	9.44
5 Years	6.89
1 Year	20.34
Class C Shares
Inception (11/27/00)	3.03	%
10 Years	9.10
5 Years	6.53
1 Year	23.43
Class Y Shares
Inception (2/2/06)	6.75	%
5 Years	7.59
1 Year	25.67
Class R5 Shares
10 Years	9.95	%
5 Years	7.38
1 Year	25.84
Class R6 Shares
10 Years	9.95	%
5 Years	7.38
1 Year	25.84

Effective June 1, 2010, Class A, Class B, Class C and Class I shares of the predecessor fund, Van Kampen Small Cap Growth 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 (renamed Invesco Small Cap Discovery Fund). Returns shown above for Class A, Class B, Class C and Class Y shares are blended returns of the predecessor fund and Invesco Small Cap Discovery Fund. Share class returns will differ from the predecessor fund because of different expenses.

    Class R5 shares incepted on September 24, 2012. Performance shown prior to that date is that of the Fund’s and the predecessor fund’s Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A share performance reflects any applicable fee waivers or expense reimbursements.

Average Annual Total Returns
As of 6/30/13, the most recent calendar quarter end, including maximum applicable sales charges
Class A Shares
Inception (11/27/00)	2.89	%
10 Years	9.79
5 Years	4.60
1 Year	17.37
Class B Shares
Inception (11/27/00)	2.88	%
10 Years	9.95
5 Years	5.33
1 Year	19.27
Class C Shares
Inception (11/27/00)	2.59	%
10 Years	9.62
5 Years	5.03
1 Year	22.33
Class Y Shares
Inception (2/2/06)	6.04	%
5 Years	6.08
1 Year	24.64
Class R5 Shares
10 Years	10.46	%
5 Years	5.88
1 Year	24.71
Class R6 Shares
10 Years	10.46	%
5 Years	5.88
1 Year	24.71

    Class R6 shares incepted on September 24, 2012. Performance shown prior to that date is that of the Fund’s and the predecessor fund’s Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A share 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 Y, Class R5 and Class R6 shares was 1.43%, 1.43%, 2.18%, 1.18%, 0.90% 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. 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, Class R5 and Class R6 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 Small Cap Discovery Fund

Invesco Small Cap Discovery Fund’s investment objective is to seek capital appreciation.

n Unless otherwise stated, information presented in this report is as of August 31, 2013, 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 Class B shares may not be purchased for new or additional investments. 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 Class R5 shares and Class R6 shares are primarily intended for employer sponsored retirement and benefit plans that meet certain standards and for institutional investors. Class R5 and Class R6 shares incepted on September 24, 2012. Please see the prospectus for more information.

Principal risks of investing in the Fund

n Market risk. The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment, general economic and market conditions, regional or global instability, and currency and interest rate fluctuations.

n Management risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.

n Small capitalization companies risk. 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 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 the equity securities of larger companies.

n Growth investing risk. 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 Foreign risk. The risks of investing in securities of foreign issuers can include fluctuations in foreign currencies, foreign currency exchange.

n Investing in real estate investment trusts (REITs) risk. 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 certain other expenses. In addition, REITs depend upon 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 markets.

n Exchange-traded funds risk. An investment by the Fund in exchange-traded funds generally presents the same primary risk as an investment in a mutual fund. In addition, an exchange-traded fund may be subject to the following: (1) a discount of the exchange-traded fund’s shares to its net asset value; (2) failure to develop an active trading market for the exchange-traded fund’s shares; (3) the listing exchange halting trading of the exchange-traded fund’s shares; (4) failure of the exchange-traded fund’s shares to track the referenced index; and (5) holding troubled securities in the referenced index. Exchange-traded funds may involve duplication of management fees and certain other expenses, as the Fund indirectly bears its proportionate share of any expenses paid by the exchange-traded funds in which it invests. Further, certain of the exchange-traded funds in which the Fund may invest are leveraged. The more the Fund invests in such leveraged exchange-traded funds, the more this leverage will magnify any losses on those investments.

n Synthetic securities risk. Fluctuations in the values of synthetic securities may not correlate perfectly with the instruments they are designed to replicate. Synthetic securities may be subject to interest rate changes, market price fluctuations, counterparty risk and liquidity risk.

About indexes used in this report

n The S&P 500^® Index is an unmanaged index considered representative of the US stock market.

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 Lipper Small-Cap Growth Funds Index is an unmanaged index considered representative of small-cap growth funds tracked by Lipper.

n The Fund is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index(es).

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 share

continued on page 6

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
Class R5 Shares	VESCX
Class R6 Shares	VFSCX

8                          Invesco Small Cap Discovery Fund

Schedule of Investments^(a)

August 31, 2013

	Shares		Value
Common Stocks–95.95%
Aerospace & Defense–1.22%
Hexcel Corp.(b)		122,997	$	4,375,003
Triumph Group, Inc.		89,334		6,429,368
				10,804,371
Air Freight & Logistics–0.50%
UTi Worldwide, Inc.		266,029		4,392,139
Airlines–1.00%
Alaska Air Group, Inc.		156,578		8,865,446
Alternative Carriers–0.51%
tw telecom inc.(b)		156,388		4,475,825
Apparel Retail–1.68%
DSW Inc.–Class A		74,128		6,381,680
Genesco Inc.(b)		82,036		5,059,980
Stage Stores, Inc.		181,556		3,382,388
				14,824,048
Apparel, Accessories & Luxury Goods–2.30%
Hanesbrands, Inc.		139,239		8,281,936
Tumi Holdings Inc.(b)		235,661		4,845,190
Under Armour, Inc.–Class A(b)(c)		98,436		7,150,391
				20,277,517
Application Software–5.06%
Aspen Technology, Inc.(b)		324,614		10,851,846
Bottomline Technologies (de), Inc.(b)		148,886		4,052,677
Cadence Design Systems, Inc.(b)		650,224		8,758,517
Guidewire Software Inc.(b)		165,441		7,603,668
Manhattan Associates, Inc.(b)		82,139		7,187,163
QLIK Technologies Inc.(b)		189,998		6,230,034
				44,683,905
Asset Management & Custody Banks–0.88%
Affiliated Managers Group, Inc.(b)		44,437		7,746,258
Auto Parts & Equipment–2.74%
Allison Transmission Holdings, Inc.		340,882		7,673,254
Tenneco Inc.(b)		194,772		8,984,832
TRW Automotive Holdings Corp.(b)		108,826		7,516,612
				24,174,698
Automotive Retail–1.12%
Group 1 Automotive, Inc.		129,172		9,911,368
Biotechnology–5.39%
ARIAD Pharmaceuticals, Inc.(b)		227,057		4,223,260
BioMarin Pharmaceutical Inc.(b)		124,641		8,160,246
Cubist Pharmaceuticals, Inc.(b)		137,815		8,731,958
Medivation Inc.(b)		78,157		4,418,215
NPS Pharmaceuticals, Inc.(b)		407,736		10,234,174

	Shares		Value
Biotechnology–(continued)
Onyx Pharmaceuticals, Inc.(b)		68,977	$	8,524,178
TESARO, Inc.(b)		95,620		3,306,540
				47,598,571
Broadcasting–0.50%
Nexstar Broadcasting Group, Inc.–Class A		132,031		4,432,281
Building Products–2.87%
A.O. Smith Corp.		142,018		5,971,857
Fortune Brands Home & Security Inc.		75,848		2,794,240
Lennox International Inc.		137,626		9,448,025
Trex Co., Inc.(b)		160,846		7,120,653
				25,334,775
Commodity Chemicals–1.51%
Koppers Holdings, Inc.		88,669		3,437,697
Methanex Corp. (Canada)		213,810		9,940,027
				13,377,724
Communications Equipment–1.44%
Ciena Corp.(b)		267,590		5,330,393
JDS Uniphase Corp.(b)		332,310		4,263,537
Procera Networks, Inc.(b)		238,105		3,083,460
				12,677,390
Construction & Engineering–0.30%
Primoris Services Corp.		118,354		2,660,598
Construction & Farm Machinery & Heavy Trucks–1.11%
Manitowoc Co., Inc. (The)		491,775		9,825,664
Consumer Electronics–0.81%
Harman International Industries, Inc.		111,756		7,154,619
Data Processing & Outsourced Services–2.58%
Cardtronics, Inc.(b)		256,411		8,894,897
Jack Henry & Associates, Inc.		114,582		5,717,642
MAXIMUS, Inc.		218,308		8,188,733
				22,801,272
Electrical Components & Equipment–0.89%
Belden Inc.		138,256		7,841,880
Electronic Equipment & Instruments–0.87%
Cognex Corp.		134,840		7,683,183
Electronic Manufacturing Services–0.57%
IPG Photonics Corp.(c)		93,454		5,024,087
Environmental & Facilities Services–1.58%
Clean Harbors, Inc.(b)		141,475		8,040,024
Waste Connections, Inc.		139,592		5,913,117
				13,953,141

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

9                         Invesco Small Cap Discovery Fund

	Shares		Value
Footwear–0.90%
Steven Madden, Ltd.(b)		146,509	$	7,911,486
Health Care Equipment–3.24%
DexCom Inc.(b)		189,065		5,114,208
Insulet Corp.(b)		227,041		7,569,547
Sirona Dental Systems, Inc.(b)		112,617		7,294,203
Thoratec Corp.(b)		240,248		8,584,061
				28,562,019
Health Care Facilities–2.35%
Acadia Healthcare Co., Inc.(b)		326,663		12,520,993
Health Management Associates Inc.–Class A(b)		303,392		3,901,621
Tenet Healthcare Corp.(b)		109,944		4,293,313
				20,715,927
Health Care Services–1.72%
MEDNAX, Inc.(b)		79,539		7,744,713
Team Health Holdings, Inc.(b)		193,982		7,454,728
				15,199,441
Health Care Supplies–2.48%
Align Technology, Inc.(b)		192,618		8,388,514
Endologix, Inc.(b)		563,419		8,913,289
TearLab Corp.(b)(c)		347,016		4,559,790
				21,861,593
Health Care Technology–1.14%
HMS Holdings Corp.(b)		104,929		2,622,176
MedAssets, Inc.(b)		332,237		7,448,753
				10,070,929
Home Furnishings–0.52%
La-Z-Boy Inc.		214,573		4,561,822
Homebuilding–0.42%
Taylor Morrison Home Corp.–Class A(b)		181,756		3,745,991
Housewares & Specialties–0.54%
Jarden Corp.(b)		110,484		4,745,288
Human Resource & Employment Services–0.91%
TrueBlue, Inc.(b)		329,788		8,020,444
Industrial Conglomerates–1.09%
Carlisle Cos. Inc.		144,056		9,594,130
Industrial Machinery–2.77%
Actuant Corp.–Class A		124,807		4,458,106
EnPro Industries, Inc.(b)		140,352		7,997,257
Thermon Group Holdings Inc.(b)		140,016		2,898,331
TriMas Corp.(b)		138,887		4,880,489
Woodward Inc.		109,763		4,232,462
				24,466,645
Internet Software & Services–3.01%
CoStar Group Inc.(b)		37,811		5,615,312
Dealertrack Technologies Inc.(b)		200,229		7,927,066

	Shares		Value
Internet Software & Services–(continued)
j2 Global, Inc.(c)		141,896	$	6,986,959
Web.com Group Inc.(b)		215,736		6,088,070
				26,617,407
Investment Banking & Brokerage–1.85%
Evercore Partners Inc.–Class A		191,706		8,548,170
Stifel Financial Corp.(b)		194,578		7,787,012
				16,335,182
IT Consulting & Other Services–0.93%
InterXion Holding N.V. (Netherlands)(b)		342,787		8,202,893
Leisure Products–0.69%
Brunswick Corp.		166,772		6,063,830
Life Sciences Tools & Services–3.15%
Bruker Corp.(b)		401,292		8,041,892
Fluidigm Corp.(b)		339,977		6,955,929
PAREXEL International Corp.(b)		124,474		5,779,328
Techne Corp.		90,471		7,012,407
				27,789,556
Managed Health Care–1.09%
Centene Corp.(b)		168,977		9,657,036
Marine–0.63%
Kirby Corp.(b)		69,255		5,570,180
Metal & Glass Containers–0.48%
Greif Inc.–Class A		78,340		4,220,176
Movies & Entertainment–1.80%
Cinemark Holdings, Inc.		325,532		9,593,428
Lions Gate Entertainment Corp.(b)(c)		180,888		6,332,889
				15,926,317
Office Services & Supplies–1.54%
Herman Miller, Inc.		206,064		5,248,450
Steelcase Inc.–Class A		572,261		8,309,230
				13,557,680
Oil & Gas Drilling–0.51%
Atwood Oceanics, Inc.(b)		80,644		4,490,258
Oil & Gas Equipment & Services–0.90%
Dresser-Rand Group, Inc.(b)		129,615		7,898,738
Oil & Gas Exploration & Production–3.30%
Athlon Energy Inc.(b)		119,325		3,317,235
Gulfport Energy Corp.(b)		158,377		9,344,243
Kodiak Oil & Gas Corp.(b)		792,442		7,916,496
Oasis Petroleum Inc.(b)		219,001		8,584,839
				29,162,813
Packaged Foods & Meats–3.35%
Annie’s, Inc.(b)(c)		130,836		6,009,297
B&G Foods Inc.		222,888		7,549,216
Hain Celestial Group, Inc. (The)(b)		30,492		2,493,636

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

10                         Invesco Small Cap Discovery Fund

	Shares		Value
Packaged Foods & Meats–(continued)
TreeHouse Foods, Inc.(b)		85,259	$	5,544,393
WhiteWave Foods Co.–Class A(b)(c)		417,839		7,989,082
				29,585,624
Regional Banks–2.64%
East West Bancorp, Inc.		292,848		8,559,947
Signature Bank(b)		84,670		7,427,253
SVB Financial Group(b)		88,188		7,301,966
				23,289,166
Restaurants–1.38%
BJ’s Restaurants Inc.(b)		144,974		4,528,988
Noodles & Co.(b)(c)		21,885		999,269
Papa John’s International, Inc.		97,589		6,648,738
				12,176,995
Semiconductor Equipment–0.88%
Teradyne, Inc.(b)(c)		503,226		7,724,519
Semiconductors–2.69%
Cavium Inc.(b)		124,120		4,712,836
Lattice Semiconductor Corp.(b)		571,867		2,722,087
Microsemi Corp.(b)		363,802		9,364,264
Semtech Corp.(b)		232,628		6,913,704
				23,712,891
Specialty Chemicals–2.47%
Cytec Industries Inc.		93,714		7,007,933
PolyOne Corp.		271,330		7,331,337
Rockwood Holdings Inc.		116,591		7,445,501
				21,784,771
Specialty Stores–1.13%
Tractor Supply Co.		65,054		7,960,658
Vitamin Shoppe, Inc.(b)		46,842		1,972,985
				9,933,643
Steel–0.86%
Commercial Metals Co.		510,685		7,598,993

	Shares		Value
Systems Software–1.98%
CommVault Systems, Inc.(b)		86,452	$	7,247,271
Fortinet Inc.(b)		290,912		5,760,058
MICROS Systems, Inc.(b)(c)		91,365		4,467,748
				17,475,077
Trading Companies & Distributors–1.30%
MRC Global Inc.(b)		200,227		5,255,959
WESCO International, Inc.(b)(c)		84,811		6,256,507
				11,512,466
Trucking–1.55%
Avis Budget Group, Inc.(b)		97,600		2,612,752
Knight Transportation, Inc.		256,724		4,179,467
Werner Enterprises, Inc.		300,156		6,915,594
				13,707,813
Wireless Telecommunication Services–0.33%
NII Holdings Inc.(b)(c)		491,933		2,941,759
Total Common Stocks (Cost $626,227,236)				846,912,258
Money Market Funds–3.57%
Liquid Assets Portfolio–Institutional Class(d)		15,742,237		15,742,237
Premier Portfolio–Institutional Class(d)		15,742,237		15,742,237
Total Money Market Funds (Cost $31,484,474)				31,484,474
TOTAL INVESTMENTS (excluding investments purchased with cash collateral from securities on loan)–99.52% (Cost $657,711,710)				878,396,732
Investments Purchased with Cash Collateral from Securities on Loan
Money Market Funds–4.27%
Liquid Assets Portfolio–Institutional Class (Cost $37,699,845)(d)(e)		37,699,845		37,699,845
TOTAL INVESTMENTS–103.79% (Cost $695,411,555)				916,096,577
OTHER ASSETS LESS LIABILITIES–(3.79)%				(33,471,020	)
NET ASSETS–100.00%			$	882,625,557

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, 2013.

^(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.

11                         Invesco Small Cap Discovery Fund

Statement of Assets and Liabilities

August 31, 2013

Assets:
Investments, at value (Cost $626,227,236)*	$	846,912,258
Investments in affiliated money market funds, at value and cost		69,184,319
Total investments, at value (Cost $695,411,555)		916,096,577
Receivable for:
Investments sold		4,821,702
Fund shares sold		1,364,053
Dividends		350,168
Investment for trustee deferred compensation and retirement plans		22,154
Other assets		17,663
Total assets		922,672,317
Liabilities:
Payable for:
Fund shares reacquired		1,473,364
Collateral upon return of securities loaned		37,699,845
Accrued fees to affiliates		684,065
Accrued trustees’ and officers’ fees and benefits		5,816
Accrued other operating expenses		92,074
Trustee deferred compensation and retirement plans		91,596
Total liabilities		40,046,760
Net assets applicable to shares outstanding	$	882,625,557
Net assets consist of:
Shares of beneficial interest	$	566,639,639
Undistributed net investment income (loss)		(5,110,520	)
Undistributed net realized gain		100,411,416
Net unrealized appreciation		220,685,022
	$	882,625,557

Net Assets:
Class A	$	540,978,589
Class B	$	12,553,738
Class C	$	53,559,805
Class Y	$	163,072,122
Class R5	$	44,036,552
Class R6	$	68,424,751
Shares outstanding, $0.01 par value per share, with an unlimited number of shares authorized:
Class A		44,326,140
Class B		1,116,018
Class C		4,945,739
Class Y		13,040,958
Class R5		3,516,837
Class R6		5,463,491
Class A:
Net asset value per share	$	12.20
Maximum offering price per share
(Net asset value of $12.20 ¸ 94.50%)	$	12.91
Class B:
Net asset value and offering price per share	$	11.25
Class C:
Net asset value and offering price per share	$	10.83
Class Y:
Net asset value and offering price per share	$	12.50
Class R5:
Net asset value and offering price per share	$	12.52
Class R6:
Net asset value and offering price per share	$	12.52

* At August 31, 2013, securities with an aggregate value of $36,592,762 were on loan to brokers.

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

12                         Invesco Small Cap Discovery Fund

Statement of Operations

For the year ended August 31, 2013

Investment income:
Dividends (net of foreign withholding taxes of $46,694)	$	4,861,833
Dividends from affiliated money market funds (includes securities lending income of $124,927)		183,310
Total investment income		5,045,143
Expenses:
Advisory fees		6,592,670
Administrative services fees		218,879
Custodian fees		30,488
Distribution fees:
Class A		1,411,002
Class B		32,345
Class C		497,251
Transfer agent fees — A, B, C and Y		1,881,616
Transfer agent fees — R5		6,212
Transfer agent fees — R6		363
Trustees’ and officers’ fees and benefits		50,952
Other		288,501
Total expenses		11,010,279
Less: Fees waived and expense offset arrangement(s)		(81,826	)
Net expenses		10,928,453
Net investment income (loss)		(5,883,310	)
Realized and unrealized gain from:
Net realized gain from investment securities		129,642,296
Change in net unrealized appreciation of investment securities		67,156,020
Net realized and unrealized gain		196,798,316
Net increase in net assets resulting from operations	$	190,915,006

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

13                         Invesco Small Cap Discovery Fund

Statement of Changes in Net Assets

For the years ended August 31, 2013 and 2012

	2013			2012
Operations:
Net investment income (loss)	$	(5,883,310	)	$	(7,991,062	)
Net realized gain		129,642,296			69,161,444
Change in net unrealized appreciation		67,156,020			87,063,026
Net increase in net assets resulting from operations		190,915,006			148,233,408
Distributions to shareholders from net realized gains:
Class A		(58,971,398	)		(81,968,055	)
Class B		(1,402,434	)		(1,718,916	)
Class C		(5,257,156	)		(5,413,962	)
Class Y		(19,373,899	)		(21,572,101	)
Class R5		(981	)		—
Class R6		(981	)		—
Total distributions from net realized gains		(85,006,849	)		(110,673,034	)
Share transactions–net:
Class A		(135,546,440	)		(242,910,836	)
Class B		(2,685,853	)		(3,476,255	)
Class C		(469,868	)		(3,443,087	)
Class Y		(68,806,533	)		(34,627,450	)
Class R5		43,871,511			—
Class R6		64,674,752			—
Net increase (decrease) in net assets resulting from share transactions		(98,962,431	)		(284,457,628	)
Net increase in net assets		6,945,726			(246,897,254	)
Net assets:
Beginning of year		875,679,831			1,122,577,085
End of year (includes undistributed net investment income (loss) of $(5,110,520) and $(5,015,678), respectively)	$	882,625,557		$	875,679,831

Notes to Financial Statements

August 31, 2013

NOTE 1—Significant Accounting Policies

Invesco Small Cap Discovery Fund (the “Fund”) is a series portfolio of AIM Counselor Series Trust (Invesco 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 twelve 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 to seek capital appreciation.

The Fund currently consists of six different classes of shares: Class A, Class B, Class C, Class Y, Class R5 and Class R6. 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 Y, Class R5 and Class R6 shares are sold at net asset value. Effective November 30, 2010, new or additional investments in Class B shares are no longer permitted. Existing shareholders of Class B shares may continue to reinvest dividends and capital gains distributions in Class B shares until they convert to Class A shares. 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 to Class A shares. 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. Redemption of Class B shares prior to the conversion date will be subject to a CDSC.

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

14                         Invesco Small Cap Discovery Fund

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 (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the 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 the Adviser determines 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’ prices 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 economic 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 became 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 net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s 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 declared and paid annually and recorded on the 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 of 1986, as amended (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.

15                         Invesco Small Cap Discovery Fund

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 Class R5 and Class R6 are allocated to each share class based on relative net assets. Sub-accounting fees attributable to Class R5 are charged to the operations of the 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 June 1, 2010, incremental transfer agency fees which were unique to each class of shares 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 the 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 affiliated money market funds 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 Daily Net Assets	Rate
First $500 million		0.80%
Next $500 million		0.75%
Over $1.0 billion		0.70%

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 Canada 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(s) 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 June 30, 2014, to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed below) of Class A, Class B, Class C, Class Y, Class R5 and Class R6 shares to 2.00%, 2.75%, 2.75%, 1.75%, 1.75% and 1.75% 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 total annual fund operating expenses after fee waiver and/or reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; 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, 2014. The Advisor did not waive fees and/or reimburse expenses during the period under this expense limitation.

The Adviser has contractually agreed, through at least June 30, 2014, 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, 2013, the Adviser waived advisory fees of $80,663.

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, 2013, expenses incurred under the agreement are shown in the Statement of Operations as Administrative services fees.

16                         Invesco Small Cap Discovery 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. For the year ended August 31, 2013, the expenses incurred under the agreement 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.

For the year ended August 31, 2013, 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 year ended August 31, 2013, IDI advised the Fund that IDI retained $82,871 in front-end sales commissions from the sale of Class A shares and $2,060, $12,339 and $1,540 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders.

For the year ended August 31, 2013, the Fund incurred $28,430 in brokerage commissions with Invesco Capital Markets, Inc., an affiliate of the Adviser and IDI, for portfolio transactions executed on behalf of the Fund.

Certain officers and trustees of the Trust are officers and directors of the Adviser, 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.

As of August 31, 2013, all of the securities in this Fund were valued based on Level 1 inputs (see the Schedule of Investments for security categories). 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—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, 2013, the Fund engaged in securities purchases of $1,866,077.

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, 2013, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $1,163.

17                         Invesco Small Cap Discovery Fund

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 State Street Bank and Trust Company, the custodian bank. Such balances, if any at period end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. 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, 2013 and 2012:

	2013		2012
Ordinary income	$	—	$	38,183,752
Long-term capital gain		85,006,849		72,489,282
Total distributions	$	85,006,849	$	110,673,034

Tax Components of Net Assets at Period-End:

	2013
Undistributed ordinary income	$	26,321,532
Undistributed long-term gain		76,763,091
Net unrealized appreciation — investments		218,011,813
Temporary book/tax differences		(88,574	)
Late-Year ordinary loss deferral		(5,021,944	)
Shares of beneficial interest		566,639,639
Total net assets	$	882,625,557

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 Trust to utilize. The Regulated Investment Company Modernization Act of 2010 eliminated the eight-year carryover period for capital losses that arise in taxable years beginning after its enactment date of December 22, 2010. Consequently, these capital losses can be carried forward for an unlimited period. However, capital losses with an expiration period may not be used to offset capital gains until all net capital losses without an expiration date have been utilized. Additionally, post-enactment capital loss carryovers will retain their character as either short-term or long-term capital losses instead of as short-term capital losses as under prior law. 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 does not have a capital loss carryforward as of August 31, 2013.

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, 2013 was $555,020,841 and $724,789,704, 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	$	228,600,335
Aggregate unrealized (depreciation) of investment securities		(10,588,522	)
Net unrealized appreciation of investment securities	$	218,011,813

Cost of investments for tax purposes is $698,084,764.

18                         Invesco Small Cap Discovery Fund

NOTE 10—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of net operating losses, on August 31, 2013, undistributed net investment income (loss) was increased by $5,788,468, undistributed net realized gain was decreased by $5,788,087 and shares of beneficial interest was decreased by $381. This reclassification had no effect on the net assets of the Fund.

NOTE 11—Share Information

	Summary of Share Activity
	Years ended August 31,
	2013(a)						2012
	Shares			Amount			Shares			Amount
Sold:
Class A		10,723,043		$	120,331,339			16,280,879		$	168,906,300
Class B		30,854			327,642			46,729			457,333
Class C		681,254			6,809,246			430,727			4,106,013
Class Y		4,691,321			53,193,049			3,911,388			41,480,313
Class R5(b)		3,527,315			44,000,899			—			—
Class R6(b)		5,622,923			66,633,393			—			—
Issued as reinvestment of dividends:
Class A		5,757,455			56,653,360			8,188,781			79,758,723
Class B		145,907			1,323,375			175,506			1,588,333
Class C		566,705			4,975,669			584,164			5,175,695
Class Y		1,902,498			19,139,132			2,008,021			19,899,485
Class R5		—			—			—			—
Class R6		—			—			—			—
Automatic conversion of Class B shares to Class A shares:
Class A		203,114			2,258,894			244,402			2,557,325
Class B		(219,824	)		(2,258,894	)		(258,474	)		(2,557,325	)
Reacquired:(b)
Class A		(28,300,197	)		(314,790,033	)		(46,520,534	)		(494,133,184	)
Class B		(204,268	)		(2,077,976	)		(309,907	)		(2,964,596	)
Class C		(1,238,776	)		(12,254,783	)		(1,344,251	)		(12,724,795	)
Class Y		(12,205,730	)		(141,138,714	)		(9,048,357	)		(96,007,248	)
Class R5		(10,478	)		(129,388	)		—			—
Class R6		(159,432	)		(1,958,641	)		—			—
Net increase (decrease) in share activity		(8,486,316	)	$	(98,962,431	)		(25,610,926	)	$	(284,457,628	)

^(a)  There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 36% 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 Fund 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 September 24, 2012.

^(c)  Net of redemption fees of $12,135 for the year ended August 31, 2012.

19                         Invesco Small Cap Discovery Fund

NOTE 12—Financial Highlights

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

	Net asset value, beginning of period		Net investment income (loss)(a)			Net gains (losses) on securities (both realized and unrealized)			Total from investment operations			Distributions from net realized gains			Net asset value, end of period			Total return			Net assets, end of period (000’s omitted)		Ratio of expenses to average net assets with fee waivers and/or expenses absorbed			Ratio of expenses to average net assets without fee waivers and/or expenses absorbed			Ratio of net investment income (loss) to average net assets			Portfolio turnover(b)
Class A
Year ended 08/31/13	$	10.85	$	(0.08	)	$	2.56		$	2.48		$	(1.13	)	$	12.20			25.31	%(c)	$	540,979		1.32	%(d)		1.33	%(d)		(0.72	)%(d)		70	%
Year ended 08/31/12		10.56		(0.08	)		1.47			1.39			(1.10	)		10.85	(e)		14.33	(c)		607,073		1.38			1.43			(0.80	)		78
Year ended 08/31/11		8.74		(0.11	)		1.93			1.82			—			10.56	(e)		20.82	(c)		820,988		1.38			1.42			(1.01	)		114
Five months ended 08/31/10		9.62		(0.04	)		(0.84	)		(0.88	)		—			8.74	(e)		(9.15	)(c)		691,456		1.34	(f)		1.34	(f)		(1.04	)(f)		63
Year ended 03/31/10		6.93		(0.09	)		2.78			2.69			—			9.62	(e)		38.82	(g)		748,998		1.39			1.39			(1.04	)		234
Year ended 03/31/09		10.15		(0.09	)		(3.13	)		(3.22	)		—			6.93	(e)		(31.72	)(g)		402,611		1.40			1.40			(1.00	)		219
Class B
Year ended 08/31/13		10.09		(0.07	)		2.36			2.29			(1.13	)		11.25			25.34	(c)(h)		12,554		1.32	(d)(h)		1.33	(d)(h)		(0.72	)(d)(h)		70
Year ended 08/31/12		9.89		(0.08	)		1.38			1.30			(1.10	)		10.09	(e)		14.40	(c)(h)		13,754		1.38	(h)		1.43	(h)		(0.80	)(h)		78
Year ended 08/31/11		8.18		(0.11	)		1.82			1.71			—			9.89	(e)		20.90	(c)(h)		16,910		1.40	(h)		1.44	(h)		(1.03	)(h)		114
Five months ended 08/31/10		9.03		(0.05	)		(0.80	)		(0.85	)		—			8.18	(e)		(9.41	)(c)(h)		19,249		1.63	(f)(h)		1.63	(f)(h)		(1.33	)(f)(h)		63
Year ended 03/31/10		6.51		(0.09	)		2.61			2.52			—			9.03	(e)		38.71	(i)(j)		23,169		1.53	(j)		1.53	(j)		(1.19	)(j)		234
Year ended 03/31/09		9.59		(0.14	)		(2.94	)		(3.08	)		—			6.51	(e)		(32.12	)(i)(j)		22,044		2.04	(j)		2.04	(j)		(1.65	)(j)		219
Class C
Year ended 08/31/13		9.82		(0.15	)		2.29			2.14			(1.13	)		10.83			24.43	(c)		53,560		2.07	(d)		2.08	(d)		(1.47	)(d)		70
Year ended 08/31/12		9.73		(0.15	)		1.34			1.19			(1.10	)		9.82	(e)		13.43	(c)		48,486		2.13			2.18			(1.55	)		78
Year ended 08/31/11		8.10		(0.17	)		1.80			1.63			—			9.73	(e)		20.12	(c)(k)		51,212		2.06	(k)		2.10	(k)		(1.69	)(k)		114
Five months ended 08/31/10		8.95		(0.07	)		(0.78	)		(0.85	)		—			8.10	(e)		(9.50	)(c)		53,673		2.09	(f)		2.09	(f)		(1.79	)(f)		63
Year ended 03/31/10		6.50		(0.14	)		2.59			2.45			—			8.95	(e)		37.69	(l)		62,523		2.14			2.14			(1.79	)		234
Year ended 03/31/09		9.58		(0.14	)		(2.94	)		(3.08	)		—			6.50	(e)		(32.15	)(l)		39,064		2.14			2.14			(1.75	)		219
Class Y(m)
Year ended 08/31/13		11.06		(0.05	)		2.62			2.57			(1.13	)		12.50			25.67	(c)		163,072		1.07	(d)		1.08	(d)		(0.47	)(d)		70
Year ended 08/31/12		10.72		(0.06	)		1.50			1.44			(1.10	)		11.06	(e)		14.60	(c)		206,367		1.13			1.18			(0.55	)		78
Year ended 08/31/11		8.84		(0.09	)		1.97			1.88			—			10.72	(e)		21.27	(c)		233,467		1.13			1.17			(0.76	)		114
Five months ended 08/31/10		9.73		(0.03	)		(0.86	)		(0.89	)		—			8.84	(e)		(9.15	)(c)		199,603		1.09	(f)		1.09	(f)		(0.80	)(f)		63
Year ended 03/31/10		6.99		(0.06	)		2.80			2.74			—			9.73	(e)		39.20	(n)		267,593		1.14			1.14			(0.76	)		234
Year ended 03/31/09		10.20		(0.07	)		(3.14	)		(3.21	)		—			6.99	(e)		(31.47	)(n)		91,594		1.15			1.15			(0.75	)		219
Class R5
Year ended 08/31/13(o)		11.48		(0.04	)		2.21			2.17			(1.13	)		12.52			21.25	(c)		44,037		0.93	(d)(f)		0.94	(d)(f)		(0.33	)(d)(f)		70
Class R6
Year ended 08/31/13(o)		11.48		(0.03	)		2.20			2.17			(1.13	)		12.52			21.25	(c)		68,425		0.83	(d)(f)		0.84	(d)(f)		(0.23	)(d)(f)		70

^(a) Calculated using average shares outstanding.

^(b) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.

^(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) Ratios are based on average daily net assets (000’s) of $564,401, $12,938, $49,725, $195,926, $6,623 and $17,604 for Class A, Class B, Class C, Class Y, Class R5 and Class R6, respectively.

^(e) Includes redemption fees added to shares of beneficial interest which were less than $0.005 per share.

^(f) Annualized.

^(g) 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.

^(h) 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 0.25%, 0.25%, 0.27% and 0.54% for the years ended August 31, 2013, August 31, 2012, August 31, 2011 and the five months ended August 31, 2010, respectively.

⁽ⁱ⁾ 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.

^(j) 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%.

^(k) 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 0.93% for the year ended August 31, 2011.

^(l) 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.

^(m) On June 1, 2010, the Fund’s former Class I shares were reorganized into Class Y shares.

⁽ⁿ⁾ 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.

^(o)  Commencement date of September 24, 2012 for Class R5 and Class R6 shares.

20                         Invesco Small Cap Discovery Fund

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 Small Cap Discovery 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 Small Cap Discovery Fund (one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2013, 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 three years in the period then ended and the five month period ended August 31, 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, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The financial highlights of the Fund for the periods ended March 31, 2010 and prior were audited by another independent registered public accounting firm whose report dated May 18, 2010 expressed an unqualified opinion on those financial statements.

PRICEWATERHOUSECOOPERS LLP

October 29, 2013

Houston, Texas

21                         Invesco Small Cap Discovery Fund

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, 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, 2013 through August 31, 2013.

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 or contingent deferred sales charges on redemptions, 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.

Class	Beginning Account Value (03/01/13)		ACTUAL				HYPOTHETICAL (5% annual return before expenses)				Annualized Expense Ratio
			Ending Account Value (08/31/13)1		Expenses Paid During Period2		Ending Account Value (08/31/13)		Expenses Paid During Period2
A	$	1,000.00	$	1,137.00	$	6.84	$	1,018.80	$	6.46		1.27	%
B		1,000.00		1,137.50		6.84		1,018.80		6.46		1.27
C		1,000.00		1,132.90		10.86		1,015.02		10.26		2.02
Y		1,000.00		1,138.40		5.50		1,020.06		5.19		1.02
R5		1,000.00		1,132.90		5.00		1,020.52		4.74		0.93
R6		1,000.00		1,139.20		4.48		1,021.02		4.23		0.83

¹  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2013 through August 31, 2013, 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.

22                         Invesco Small Cap Discovery Fund

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 Invesco Small Cap Discovery Fund’s (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 Canada Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 17-19, 2013, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% 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, 2013. The Board determined that the continuation of the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers under the agreements is fair and reasonable.

The Board’s Fund Evaluation Process

The Board’s Investments Committee has established three Sub-Committees, each of which is primarily responsible for overseeing the management of a number of the funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet throughout the year to review the performance of their assigned Invesco 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 Invesco Funds and other members of management to review the performance, investment objective(s), policies, strategies, limitations and investment risks 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 their assigned Invesco Funds. Each Sub-Committee recommends to the Investments Committee, which in turn recommends to the full Board, whether and on what terms 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 Invesco Advisers and Lipper Inc. (Lipper), and independent provider of investment company

data. The Trustees also receive an independent written evaluation from the Senior Officer. The Senior Officer’s evaluation 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 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. In addition to meetings with Invesco Advisers and fund counsel, the independent Trustees also discuss the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.

In evaluating the fairness and reasonableness of compensation under the Fund’s investment advisory agreement and sub-advisory contracts, the Board considered, among other things, the factors discussed below. The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation between the Trustees and Invesco Advisers as well as advisory fees previously approved by different predecessor boards. 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 Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee.

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 19, 2013, 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, including the Fund’s portfolio manager or managers, with whom the Sub-Committees met during the year. The Board’s review of the qualifications of Invesco Advisers to provide advisory services included the Board’s consideration of Invesco Advisers’ investment process oversight, independent credit analysis and investment risk management.

In determining whether to continue the Fund’s investment advisory agreement, the Board considered the benefits of reapproving an existing relationship and the greater uncertainty that may be associated with entering into a new relationship. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds such as various back office support functions, equity and fixed income trading operations, internal audit, distribution and legal and compliance. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s investment advisory agreement.

The Board reviewed the services that may be 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 noted that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Affiliated Sub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. 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. The Board concluded that the nature, extent and quality of the services that may be provided by the Affiliated Sub-Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s sub-advisory contracts.

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 funds in the Lipper performance universe and against the Lipper Small-Cap Growth Funds Index. The Board noted that performance of Class A shares of the Fund

23                         Invesco Small Cap Discovery Fund

was in the first quintile of the performance universe for the one year period, the third 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 performance of Class A shares of the Fund was above the performance of the Index for the one year period and below the performance of the Index for the three and five year period. The Trustees also reviewed more recent Fund performance and this review did not change their conclusions.

C. Advisory and Sub-Advisory Fees

The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Lipper expense group at a common asset level. The Board noted that the contractual management fee rate for Class A shares of the Fund was below the median contractual management fee rate of funds in the expense group. The Board noted that the term “contractual management fee” may include both advisory and certain administrative services fees and that Invesco does not charge the Invesco Funds for the administrative services included in the term as defined by Lipper. The Board also reviewed the methodology used by Lipper in providing expense group information, which includes using each fund’s contractual management fee schedule (including any applicable breakpoints) as reported in the most recent prospectus or statement of additional information for each fund in the expense group.

The Board also compared the Fund’s effective advisory fee rate (the advisory fee rate after advisory fee waivers and before other expense limitations/waivers) to the effective advisory fee rates of other mutual funds advised by Invesco Advisers and its affiliates with investment strategies comparable to those of the Fund. The Board noted that Invesco Advisers sub-advises one mutual fund with investment strategies comparable to those of the Fund and that the sub-advisory effective fee rate is below the effective advisory fee rate of the Fund.

Other than the mutual fund 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 also considered the services that may be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the fees payable by Invesco Advisers to the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board also noted that the sub-advisory fees are not paid directly by the Fund, but rather, are payable by Invesco Advisers to the Affiliated Sub-Advisers.

Based upon the information and considerations described above, the Board concluded that the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers is 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 economies of scale through contractual breakpoints in the Fund’s advisory fee schedule and was assisted in this review by a report from the Senior Officer. 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 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 for the year ended December 31, 2012. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board considered the profitability of Invesco Advisers in managing the Fund and the Invesco Funds. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its subsidiaries provide to the Invesco Funds and the Fund. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund to be excessive given the nature, quality and extent of the services provided to the Invesco Funds. The Board received and accepted information from Invesco Advisers demonstrating that 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.

F. Collateral Benefits to Invesco Advisers and its Affiliates

The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees received for their provision of transfer agency and distribution services to the Fund. The Board considered comparative information regarding fees charged for these services, including information provided by Lipper and other independent sources. The Board considered the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed 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; that the services are required for the operation of the Fund; that Invesco Advisers and its affiliates can provide services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and that the fees for such services are fair and reasonable in light of the

usual and customary charges by others for services of the same nature and quality.

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 services from Invesco Advisers and the Affiliated Sub-Advisers to the Invesco Funds and that the research received may be used with other clients of Invesco Advisers and may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board also considered periodic reports from the Chief Compliance Officer of the Invesco Funds demonstrating that these arrangements are consistent with regulatory requirements. The Board did not deem the soft dollar arrangements to be inappropriate.

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 receives advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through varying periods the advisory fees payable by the Invesco Funds. The waiver is 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.

The Board also considered use of an affiliated broker to execute certain trades for the Fund to among other things, control information leakage, and were advised that such trades are executed in compliance with rules under the Investment Company Act of 1940, as amended.

24                         Invesco Small Cap Discovery Fund

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, 2013:

Federal and State Income Tax
Long-Term Capital Gain Distributions	$	85,006,849
Qualified Dividend Income*		0.00	%
Corporate Dividends Received Deduction*		0.00	%

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

25                         Invesco Small Cap Discovery Fund

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 1000, 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.

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
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 Formerly: Chairman and Chief Executive Officer, 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)	117	None
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, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent); 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 Corporate Class Inc. (corporate mutual fund company) and Invesco Canada Fund Inc. (corporate mutual fund company); Director, Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); 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); Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, Chief Executive Officer and President, Van Kampen Exchange Corp. Formerly: Director and Chairman, Van Kampen Investor Services Inc.: Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); and Van Kampen Investments Inc.; Director and President, AIM GP Canada Inc. (general partner for limited partnerships); and Van Kampen Advisors, Inc.; Director and Chief Executive Officer, Invesco Trimark Dealer Inc. (registered broker dealer); 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.	117	None
Wayne W. 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 certain funds in the Fund Complex	130	Director of the Mutual Fund Directors Forum, a nonprofit membership organization for investment directors; Chairman and Director of the Abraham Lincoln Presidential Library Foundation; and Director of the Stevenson Center for Democracy

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 Invesco Fund Complex because he and his firm currently provide legal services as legal counsel to such Funds.

T-1                         Invesco Small Cap Discovery Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Independent Trustees
Bruce L. Crockett — 1944 Trustee and Chair	2003	Chairman, Crockett Technologies Associates (technology consulting company) Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)	117	ACE Limited (insurance company); Investment Company Institute
David C. Arch — 1945 Trustee	2010	Chairman and Chief Executive Officer of Blistex Inc., (consumer health care products manufacturer) Formerly: Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago	130	Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan
Frank S. Bayley — 1939 Trustee	2003	Retired Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and General Partner and Of Counsel, law firm of Baker & McKenzie, LLP	117	Director and Chairman, C.D. Stimson Company (a real estate investment company); Trustee and Overseer, The Curtis Institute of Music
James T. Bunch — 1942 Trustee	2000	Managing Member, Grumman Hill Group LLC (family office private equity management) Formerly: Founder, Green, Manning & Bunch Ltd. (investment banking firm)(1988-2010); Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation	117	Chairman, Board of Governors, Western Golf Association; Chairman-elect, Evans Scholars Foundation; and Director, Denver Film Society
Rodney F. Dammeyer — 1940 Trustee	2010	Chairman of CAC, LLC, (private company offering capital investment and management advisory services) Formerly: Prior to 2001, Managing Partner at Equity Group Corporate Investments; Prior to 1995, Chief Executive Officer of Itel Corporation (formerly Anixter International); 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.; From 1987 to 2010, Director/Trustee of investment companies in the Van Kampen Funds complex	117	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.
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)	117	Director of Nature’s Sunshine Products, Inc.
Jack M. Fields — 1952 Trustee	2003	Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); Owner and Chief Executive Officer, Dos Angeles Ranch, L.P. (cattle, hunting, corporate entertainment); and Discovery Global Education Fund (non-profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives	117	Insperity, Inc. (formerly known as Administaff)
Prema Mathai-Davis — 1950 Trustee	2003	Retired Formerly: Chief Executive Officer, YWCA of the U.S.A.	117	None
Larry Soll — 1942 Trustee	1997	Retired Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)	117	None
Hugo F. Sonnenschein — 1940 Trustee	2010	Distinguished Service Professor and President Emeritus of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago Formerly: President of the University of Chicago	130	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

T-2                         Invesco Small Cap Discovery Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Independent Trustees—(continued)
Raymond Stickel, Jr. — 1944 Trustee	2005	Retired Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche	117	None
Other Officers
Russell C. Burk — 1958 Senior Vice President and Senior Officer	2005	Senior Vice President and Senior Officer, The 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.) 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, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, 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 and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Aim Advisers, Inc. and Van Kampen Investments 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
Karen Dunn Kelley — 1960 Vice President	2003	Head of Invesco’s World Wide Fixed Income and Cash Management Group; Director, Co-President, Co-Chief Executive Officer, and Co-Chairman, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Chairman, Invesco Senior Secured Management, Inc.; Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Invesco Mortgage Capital Inc., and Invesco Management Company Limited; Director and President, INVESCO Asset Management (Bermuda) Ltd., Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); and 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: Director, INVESCO Global Asset Management Limited and INVESCO Management S.A.; Senior Vice President, Van Kampen Investments Inc. and Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); 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

T-3                         Invesco Small Cap Discovery Fund

Trustees and Officers—(continued)

Name, Year of Birth and Position(s) Held with the Trust	Trustee and/ or Officer Since	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee	Other Directorship(s) Held by Trustee During Past 5 Years
Other Officers—(continued)
Sheri Morris — 1964 Vice President, Treasurer and Principal Financial Officer	2003	Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); and Vice President, 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: Vice President, Invesco Aim 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.; and Treasurer, 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	N/A	N/A
Crissie M. Wisdom — 1969 Anti-Money Laundering Compliance Officer	2013	Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser), Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.), Invesco Distributors, Inc., Invesco Investment Services, Inc., Invesco Management Group, Inc., Van Kampen Exchange Corp., The Invesco Funds, Invesco Funds (Chicago), and 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; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, 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.) 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; Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) and Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) Formerly: Chief Compliance Officer, Invesco Funds (Chicago); Senior Vice President, Van Kampen Investments Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment adviser), Invesco Global Asset Management (N.A.), Inc., Invesco Senior Secured Management, Inc. (registered investment adviser), Van Kampen Investor Services Inc., 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; and 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 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Investment Adviser Invesco Advisers, Inc. 1555 Peachtree Street, N.E. Atlanta, GA 30309	Distributor Invesco Distributors, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Auditors PricewaterhouseCoopers LLP 1201 Louisiana Street, Suite 2900 Houston, TX 77002-5678
Counsel to the Fund Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103-7018	Counsel to the Independent Trustees Goodwin Procter LLP 901 New York Avenue, N.W. Washington, D.C. 20001	Transfer Agent Invesco Investment Services, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173	Custodian State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110-2801

T-4                         Invesco Small Cap Discovery Fund

Invesco mailing information

Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.

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 shown below.

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 most recent 12-month period ended June 30 is available at 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 US 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.

SEC file numbers: 811-09913 and 333-36074                    VK-SCD-AR-1        Invesco Distributors, Inc.

ITEM 2. CODE OF ETHICS.

There were no amendments to the Code of Ethics (the “Code”) that applies to the Registrant’s Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”) during the period covered by the report. 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.

(a) to (d)

Fees Billed by PWC Related to the Registrant

PWC billed the Registrant aggregate fees for services rendered to the Registrant for the last two fiscal years as follows:

	Fees Billed for Services Rendered to the Registrant for fiscal year end 2013		(e)(2) Percentage of Fees Billed Applicable to Non-Audit Services Provided for fiscal year end 2013 Pursuant to Waiver of Pre-Approval Requirement(1)			Fees Billed for Services Rendered to the Registrant for fiscal year end 2012		(e)(2) Percentage of Fees Billed Applicable to Non-Audit Services Provided for fiscal year end 2012 Pursuant to Waiver of Pre-Approval Requirement(1)
Audit Fees	$	470,602		N/A		$	404,100		N/A
Audit-Related Fees	$	0		0	%	$	0		0	%
Tax Fees(2)	$	124,450		0	%	$	104,700		0	%
All Other Fees	$	0		0	%	$	0		0	%
Total Fees	$	595,052		0	%	$	508,800		0	%

(g) PWC billed the Registrant aggregate non-audit fees of $124,450 for the fiscal year ended 2013, and $104,700 for the fiscal year ended 2012, 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) Tax fees for the fiscal year end 2013 include fees billed for reviewing tax returns and fund mergers. Tax fees for the fiscal year end 2012 includes fees billed for reviewing tax returns and consultation services.

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 as follows:

	Fees Billed for Non- Audit Services Rendered to Invesco and Invesco Affiliates for fiscal year end 2013 That Were Required to be Pre-Approved by the Registrant’s Audit Committee		(e)(2) Percentage of Fees Billed Applicable to Non-Audit Services Provided for fiscal year end 2013 Pursuant to Waiver of Pre- Approval Requirement(1)			Fees Billed for Non- Audit Services Rendered to Invesco and Invesco Affiliates for fiscal year end 2012 That Were Required to be Pre-Approved by the Registrant’s Audit Committee		(e)(2) Percentage of Fees Billed Applicable to Non-Audit Services Provided for fiscal year end 2012 Pursuant to Waiver of Pre- Approval 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) (g) 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 $7,055 for the fiscal year ended 2013, and $0 for the fiscal year ended 2012, for non-audit services rendered to Invesco and Invesco Affiliates.

(h) 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.

(f) Not applicable.

(e)(1)

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 30^th 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 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.

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.

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 August 13, 2013, an evaluation was performed under the supervision and with the participation of the officers of the Registrant, including the PEO and PFO, to assess 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 August 13, 2013, 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.

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, 2013

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, 2013

By:	/s/ Sheri Morris
	Sheri Morris
	Principal Financial Officer
Date:	November 8, 2013

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.

EX-99.CODE

EXHIBIT — CODE OF ETHICS

DISCLOSURE CONTROLS PROCEDURE

THE AIM FAMILY OF FUNDS CODE OF ETHICS FOR SENIOR OFFICERS

I. INTRODUCTION

The Boards of Directors/Trustees (“Board”) of the Invesco Funds (the “Companies”) have adopted this code of ethics (this “Code”) applicable to their Principal Executive Officer and Principal Financial and Accounting Officer (the “Covered Officers”) to promote:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• full, fair, accurate, timely and understandable disclosure in documents filed with the Securities and Exchange Commission (“SEC”) and in other public communications;

• compliance with applicable governmental laws, rules and regulations;

• the prompt internal reporting to an appropriate person or persons identified in the Code of violations of the Code; and

• accountability for adherence to the Code.

II. COVERED OFFICERS SHOULD ACT HONESTLY AND CANDIDLY

Each Covered Officer named in Exhibit A to this Code owes a duty to the Companies to act with integrity. Integrity requires, among other things, being honest and candid. Deceit and subordination of principle are inconsistent with integrity.

Each Covered Officer must:

• act with integrity, including being honest and candid while still maintaining the confidentiality of information where required by law or the Companies’ policies;

• observe both the form and spirit of laws and governmental rules and regulations, accounting standards and policies of the Companies;

• adhere to a high standard of business ethics; and

• place the interests of the Companies before the Covered Officer’s own personal interests.

Business practices Covered Officers should be guided by and adhere to these fiduciary standards.

III. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS OF INTEREST

GUIDING PRINCIPLES. A “conflict of interest” occurs when an individual’s private interest interferes with the interests of the Companies. A conflict of interest can arise when a Covered Officer takes actions or has interests that may make it difficult to perform his or her work for the Companies objectively and effectively. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his or her position in any of the Companies. In addition, investment companies should be sensitive to situations that create apparent, but not actual, conflicts of interest. Service to the Companies should never be subordinated to personal gain and advantage.

Certain conflicts of interest covered by this Code arise out of the relationships between Covered Officers and the Companies that already are subject to conflict of interest provisions in the Investment Company Act of 1940, as amended and the Investment Advisers Act of 1940, as amended. For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Companies because of their status as “affiliated persons” of the Companies. Therefore, as to the existing statutory and regulatory prohibitions on individual behavior, they will be deemed to be incorporated in this Code and therefore any material violation will also be deemed a violation of this Code. Covered Officers must in all cases comply with applicable statutes and regulations.

As to conflicts arising from, or as a result of the contractual relationship between, the Companies and the investment adviser of which the Covered Officers are also officers or employees, it is recognized by the Board that, subject to the adviser’s fiduciary duties to the Companies, the Covered Officers will in the normal course of their duties (whether formally for the Companies or for the adviser, or for both) be involved in establishing policies and implementing decisions which will have different effects on the adviser and the Companies. The Board recognizes that the participation of the Covered Officers in such activities is inherent in the contractual relationship between the Companies and the adviser and is consistent with the expectation of the Board of the performance by the Covered Officers of their duties as officers of the Companies. In addition, it is recognized by the Board that the Covered Officers may also be officers or employees of other investment companies advised by the same adviser and the codes which apply to senior officers of those investment companies will apply to the Covered Officers acting in those distinct capacities.

Each Covered Officer must:

• avoid conflicts of interest wherever possible;

• handle any actual or apparent conflict of interest ethically;

• not use his or her personal influence or personal relationships to influence investment decisions or financial reporting by an investment company whereby the Covered Officer would benefit personally to the detriment of any of the Companies;

• not cause an investment company to take action, or fail to take action, for the personal benefit of the Covered Officer rather than the benefit of such company;

• not use knowledge of portfolio transactions made or contemplated for an investment company to profit or cause others to profit, by the market effect of such transactions; and

• as described in more detail below, discuss any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest with the Chief Legal Officer of the Invesco Funds (the “Chief Legal Officer”).

Some conflict of interest situations that should always be discussed with the Chief Legal Officer, if material, include the following:

• any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities with the Companies;

• being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any immediate family member;

• any direct ownership interest in, or any consulting or employment relationship with, any of the Companies’ service providers, other than its investment adviser, distributor or other Invesco Ltd. affiliated entities and other than a de minimis ownership interest (for purposes of this section of the Code an ownership interest of 1% or less shall constitute a de minimis ownership interest, and an ownership interest of more than 1% creates a rebuttable presumption that there may be a material conflict of interest); and

• a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Companies for effecting portfolio transactions or for selling or redeeming shares, other than an interest arising from the Covered Officer’s employment with Invesco, its subsidiaries, its parent organizations and any affiliates or subsidiaries thereof, such as compensation or equity ownership, and other than an interest arising from a de minimis ownership interest in a company with which the Companies execute portfolios transactions or a company that receives commissions or other fees related to its sales and redemptions of shares of the Companies (for purposes of this section of the Code an ownership interest of 1% or less shall constitute a de minimis ownership interest, and an ownership interest of more than 1% creates a rebuttable presumption that there may be a material conflict of interest).

IV. DISCLOSURE

Each Covered Officer is required to be familiar, and comply, with the Companies’ disclosure controls and procedures so that the Companies’ subject reports and documents filed with the SEC comply in all material respects with the applicable federal securities laws and SEC rules. In addition, each Covered Officer having direct or supervisory authority regarding these SEC filings or the Companies’ other public communications should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Companies and take other appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely and understandable disclosure.

Each Covered Officer must:

• familiarize himself/herself with the disclosure requirements applicable to the Companies as well as the business and financial operations of the Companies; and

• not knowingly misrepresent, or cause others to misrepresent, facts about the Companies to others, whether within or outside the Companies, including representations to the Companies’ internal auditors, independent Directors/Trustees, independent auditors, and to governmental regulators and self-regulatory organizations.

V. COMPLIANCE

It is the Companies’ policy to comply in all material respects with all applicable governmental laws, rules and regulations. It is the personal responsibility of each Covered Officer to adhere to the standards and restrictions imposed by those laws, rules and regulations, including those relating to affiliated transactions, accounting and auditing matters.

VI. REPORTING AND ACCOUNTABILITY

Each Covered Officer must:

• upon receipt of the Code, sign and submit to the Chief Compliance Officer of the Companies an acknowledgement stating that he or she has received, read, and understands the Code.

• annually thereafter submit a form to the Chief Compliance Officer of the Companies confirming that he or she has received, read and understands the Code and has complied with the requirements of the Code.

• not retaliate against any employee or other Covered Officer for reports of potential violations that are made in good faith.

• notify the Chief Legal Officer promptly if he becomes aware of any existing or potential violation of this Code. Failure to do so is itself a violation of this Code.

Except as described otherwise below, the Chief Legal Officer is responsible for applying this Code to specific situations in which questions are presented to him or her and has the authority to interpret this Code in any particular situation. The Chief Legal Officer shall take all action he or she considers appropriate to investigate any actual or potential violations reported to him or her.

The Chief Legal Officer is authorized to consult, as appropriate, with the Chairman of the Audit Committees of the Board, counsel to the Companies and counsel to the independent Directors/Trustees, and is encouraged to do so.

The Chief Legal Officer is responsible for granting waivers and determining sanctions, as appropriate. In addition, approvals, interpretations, or waivers sought by the Covered Officers may also be considered by the Chairman of the Invesco Funds Audit Committees.

The Companies will follow these procedures in investigating and enforcing this Code, and in reporting on the Code:

• the Chief Legal Officer will take all appropriate action to investigate any violations reported to him or her;

• violations and potential violations will be reported to the Chairman of the Audit Committees of the Board after such investigation;

• if the Chairman of the Audit Committees determines that a violation has occurred, he or she will inform the Board, which will take all appropriate disciplinary or preventive action;

• appropriate disciplinary or preventive action may include a letter of censure, suspension, dismissal or, in the event of criminal or other serious violations of law, notification to the SEC or other appropriate law enforcement authorities;

• the Chief Legal Officer will be responsible for granting waivers, as appropriate; and

• any changes to or waivers of this Code will, to the extent required, be disclosed on Form N-CSR as provided by SEC rules.

VII. OTHER POLICIES AND PROCEDURES

The Companies’ and the Advisers’ and Principal Underwriters’ codes of ethics under Rule 17j-1 under the Investment Company Act and the Advisers’ more detailed policies and procedures set forth in its Compliance and Supervisory Procedures Manual are separate requirements applying to Covered Officers and others, and are not part of this Code.

VIII. AMENDMENTS

This Code may not be amended except in written form, which is specifically approved by a majority vote of the Companies’ Board, including a majority of independent Directors/Trustees.

IX. CONFIDENTIALITY

All reports and records prepared or maintained pursuant to this Code shall be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the members of the Companies’ Board, counsel to the Companies, and counsel to the independent Directors/Trustees.

EXHIBIT A

Persons Covered by this Code of Ethics:

Philip A. Taylor

Sheri Morris

Karen Dunn Kelley

Colin Meadows

THE INVESCO FUNDS

CODE OF ETHICS—ACKNOWLEDGEMENT

I hereby acknowledge that I am a Principal Officer of the Companies and I am aware of and subject to the Companies’ Code of Ethics for Principal Officers. Accordingly, I have read and understood the requirements of the Code of Ethics and I am committed to fully comply with the Code of Ethics.

I recognize my obligation to promote:

1. Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

2. Full, fair, accurate, timely, and understandable disclosure in reports and documents that the Companies file with, or submit to, the Commission and in other public communications made by the Companies; and

3. Compliance with applicable governmental laws, rules, and regulations.

Date	Name:
	Title:

EX-99.CERT

I, Philip A. Taylor, Principal Executive Officer, certify that:

1. I have reviewed this report on Form N-CSR of AIM Counselor Series Trust (Invesco Counselor Series Trust);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3 (d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidating subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filling date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2013	/s/ Philip A. Taylor
	Philip A. Taylor, Principal Executive Officer

I, Sheri Morris, Principal Financial Officer, certify that:

1. I have reviewed this report on Form N-CSR of AIM Counselor Series Trust (Invesco Counselor Series Trust);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3 (d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidating subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filling date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2013	/s/ Sheri Morris
	Sheri Morris, Principal Financial Officer

EX-99.906CERT

CERTIFICATION OF SHAREHOLDER REPORT

In connection with the Certified Shareholder Report of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Company”) on Form N-CSR for the period ended August 31, 2013, as filed with the Securities and Exchange Commission (the “Report”), I, Philip A. Taylor, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 8, 2013	/s/ Philip A. Taylor
	Philip A. Taylor, Principal Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

CERTIFICATION OF SHAREHOLDER REPORT

In connection with the Certified Shareholder Report of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Company”) on Form N-CSR for the period ended August 31, 2013, as filed with the Securities and Exchange Commission (the “Report”), I, Sheri Morris, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 8, 2013	/s/ Sheri Morris
	Sheri Morris, Principal Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.