N-CSR 1 d10323dncsr.htm N-CSR - ACST N-CSR - ACST

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-09913

 

 

AIM Counselor Series Trust (Invesco Counselor Series Trust)

(Exact name of registrant as specified in charter)

 

 

11 Greenway Plaza, Suite 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: 8/31/15

 

 

 

 


Item 1. Report to Stockholders.


 

LOGO

 

 

 

 

 

Annual Report to Shareholders

 

   August 31, 2015
 

 

Invesco American Franchise Fund

 

 

Nasdaq:

A: VAFAX ¡ B: VAFBX ¡ C: VAFCX ¡ R: VAFRX ¡ Y: VAFIX ¡ R5: VAFNX ¡ R6: VAFFX

 

LOGO


 

Letters to Shareholders

 

 

LOGO

Philip Taylor

    

Dear Shareholders:

This annual report includes information about your Fund, including performance data and a complete list of its investments as of the close of the reporting period. Inside is a discussion of how your Fund was managed and the factors that affected its performance during the reporting period. I hope you find this report of interest.

    The US economy expanded and unemployment declined throughout the reporting period. The sharp drop in oil prices that began in mid-2014 continued to benefit consumers, but a strong US dollar crimped corporate profits. The US Federal Reserve signaled that it was increasingly likely to raise interest rates, based on generally positive economic data, but uncertainty remained about when it would act. Overseas, the story was much different. Low energy prices hurt the economies of some oil-producing nations, such as Brazil and Russia. During the reporting period, the European Central Bank as well as central banks in China

and Japan – among other countries – either instituted or maintained extraordinarily accommodative monetary policies in response to economic weakness.

Investor uncertainty, such as we saw for much of the reporting period – and market volatility, such as we saw at the end of the reporting period – are unfortunate facts of life when it comes to investing. Some investors use these things as excuses to delay saving and investing for their long-term financial goals. That’s why Invesco encourages investors to work with a professional financial adviser who can stress the importance of starting to save and invest early and the importance of adhering to a disciplined investment plan – when times are good and when they’re uncertain. A financial adviser who knows your unique financial situation, investment goals and risk tolerance can be an invaluable partner as you seek to achieve your financial goals. He or she can offer a long-term perspective when markets are volatile and time-tested advice and guidance when your financial situation or investment goals change.

Timely information when and where you want it

Invesco’s efforts to help investors achieve their financial objectives include providing individual investors and financial professionals with timely information about the markets, the economy and investing – whenever and wherever they want it.

Our website, invesco.com/us, offers a wide range of market insights and investment perspectives. On the website, you’ll find detailed information about our funds, including prices, performance, holdings and portfolio manager commentaries. You can access information about your account by completing a simple, secure online registration. Click on the “Need to register” link in the “Account Access” box on our homepage to get started.

Invesco’s mobile apps for iPhone® and iPad® (both available free from the App StoreSM) allow you to obtain the same detailed information, monitor your account and create customizable watch lists. Also, they allow you to access investment insights from our investment leaders, market strategists, economists and retirement experts. You can sign up to be alerted when new commentary is added, and you can watch portfolio manager videos and have instant access to Invesco news and updates wherever you may be.

In addition to the resources accessible on our website and through our mobile app, you can obtain timely updates to help you stay informed about the markets, the economy and investing by connecting with Invesco on Twitter, LinkedIn or Facebook. You can access our blog at blog.invesco.us.com. Our goal is to provide you the information you want, when and where you want it.

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,

 

LOGO

Philip Taylor

Senior Managing Director, Invesco Ltd.

 

 

iPhone and iPad are trademarks of Apple Inc., registered in the US and other countries. App Store is a service mark of Apple Inc. Invesco Distributors, Inc. is not affiliated with Apple Inc.

 

2                         Invesco American Franchise Fund


LOGO

Bruce Crockett

    

Dear Fellow Shareholders:

Among the many important lessons I’ve learned in more than 40 years in a variety of business endeavors is the value of a trusted advocate.

As independent chair of the Invesco Funds Board, I can assure you that the members of the Board are strong advocates for the interests of investors in Invesco’s mutual funds. We work hard to represent your interests through oversight of the quality of the investment management services your funds receive and other matters important to your investment, including but not limited to:

n Ensuring that Invesco offers a diverse lineup of mutual funds that your financial adviser can use to strive to meet your financial needs as your investment goals change over time.

n Monitoring how the portfolio management teams of the Invesco funds are performing in light of changing economic and market conditions.

n Assessing each portfolio management team’s investment performance within the context of the investment strategy described in the fund’s prospectus.

n Monitoring for potential conflicts of interests that may impact the nature of the services that your funds receive.

We believe one of the most important services we provide our fund shareholders is the annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This review is required by the Investment Company Act of 1940 and focuses on the nature and quality of the services Invesco provides as the adviser to the Invesco funds and the reasonableness of the fees that it charges for those services. Each year, we spend months carefully reviewing information received from Invesco and a variety of independent sources, such as performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field. We also meet with our independent legal counsel and other independent advisers to review and help us assess the information that we have received. Our goal is to assure that you receive quality investment management services for a reasonable fee.

I trust the measures outlined above provide assurance that you have a worthy advocate when it comes to choosing the Invesco Funds.

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,

 

LOGO

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, 2015, Class A shares of Invesco American Franchise Fund (the Fund), at net asset value (NAV), produced a modest positive return but underperformed the Fund’s style-specific benchmark, the Russell 1000 Growth Index.

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

 

 

Fund vs. Indexes

Total returns, 8/31/14 to 8/31/15, 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

     0.27

  Class B Shares

     0.27   

  Class C Shares

     -0.46   

  Class R Shares

     0.03   

  Class Y Shares

     0.56   

  Class R5 Shares

     0.62   

  Class R6 Shares

     0.73   

  S&P 500 Indexq (Broad Market Index)

     0.48   

  Russell 1000 Growth Indexq (Style-Specific Index)

     4.26   

  Lipper Large-Cap Growth Funds Indexn (Peer Group Index)

     3.77   

Source(s): qFactSet Research Systems Inc.; nLipper Inc.

 

 

Market conditions and your Fund

The US economy improved slowly, but somewhat steadily, during the fiscal year ended August 31, 2015 –although the performance of the underlying sectors of the economy varied dramatically. The headline story was the massive slowdown in energy markets, as oil prices plummeted when too much supply overwhelmed slowing global demand. However the more subtle story, which drove the economy forward during the year, was the improved position of the US consumer.

As the reporting period began, economic growth appeared to be stronger in the US than in the rest of the world. In mid-2014, when the price of oil began its sharp and prolonged decline, US equities fell as well. However, while global growth weakened and commodity-based economies and currencies underperformed those of the US, continued strengthening

of the US consumer led US equity markets higher through the spring. Continued low interest rates, the increasing availability of credit from lenders and an improving employment picture all contributed to higher consumer confidence. This strength also helped the market overcome summer fears that Greece and the eurozone would fail to reach agreement on a financial bailout plan. In the final weeks of the fiscal year, however, US equity markets moved sharply lower. A significant downturn in China’s financial markets, weak global economic growth and the uncertain timing of a potential US interest rate increase were negatives for jittery US markets. While stocks were up slightly for the fiscal year, they ended the reporting period on a negative note.

During the fiscal year, the Fund’s Class A shares at NAV produced a modest positive return that underperformed the

 

Fund’s style-specific benchmark, with holdings in some sectors, such as consumer staples and financials outperforming, while holdings in other sectors, such as energy, health care and industrials, underperformed the index.

    The Fund outperformed its style-specific index by the widest margin in the consumer staples sector due to strong stock selection. One strong performer within the sector was CVS Health, which exited the tobacco business and also executed some key acquisitions and partnerships to strengthen its pharmacy business. Monster Beverage and Constellation Brands were other solid performers in this sector during the year.

    In the financials sector, Morgan Stanley contributed to the Fund’s performance. The company benefited from better expense controls and a robust environment for mergers and acquisitions. Aon performed well, but we sold it when it reached our price target during the year. We purchased CME Group during the year, and it also contributed to Fund performance in the sector.

    Several stocks in the consumer discretionary sector were among the top contributors to Fund performance, although the Fund modestly underperformed its style-specific benchmark in this sector during the year. Lowe’s benefited from the unfolding rebound in housing activity and strengthening consumer spending. Carnival and Amazon.com also were among the Fund’s top performing stocks.

    Energy represented the worst performing sector of the market, and energy was also the area of greatest challenge for the Fund. Fund holding Whiting Petroleum was a significant detractor from Fund performance as oil prices plummeted due to an imbalance of supply and demand during the year. Oilfield services company Halliburton was another detractor, which we sold during the year.

 

 

Portfolio Composition

By sector

 

  Information Technology

     31.9

  Consumer Discretionary

     21.4   

  Health Care

     21.0   

  Financials

     6.5   

  Industrials

     6.4   

  Consumer Staples

     5.4   

  Materials

     2.5   

  Telecommunication Services

     2.0   

  Energy

     1.3   

  Money Market Funds

  

  Plus Other Assets Less

  Liabilities

     1.6   

Top 10 Equity Holdings*

 

  1. Apple Inc.    6.0% 
  2. Facebook Inc.-Class A    5.1
  3. Google Inc.-Class A    4.8
  4. MasterCard, Inc.-Class A    4.1
  5. Gilead Sciences, Inc.    3.7
  6. Allergan PLC    3.6
  7. Amazon.com, Inc.    3.6
  8. Lowe’s Cos., Inc.    3.4
  9. Carnival Corp.    3.2
10. Celgene Corp.    2.9
  Total Net Assets     $9.2 billion   
  Total Number of Holdings*     66   

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

*Excluding money market fund holdings.

 
 

 

4    Invesco American Franchise Fund


Health care was the best-performing sector of the market for the reporting period, but the Fund modestly underperformed its style-specific index in this sector. Biogen was a detractor from Fund performance as it faced foreign exchange headwinds and some challenges to its multiple sclerosis drugs. Gilead Sciences was another Fund holding that remained relatively flat over the fiscal year rather than appreciating with the health care sector. Much of the impact from these stocks was offset by solid contributions from other Fund holdings such as Celgene and Allergan, which were solid contributors to Fund results.

The Fund’s holdings in the industrials sector underperformed during the reporting period. At the start of the fiscal year, the Fund held stocks of industrial companies that were expected to benefit from infrastructure construction needed to transport and refine newfound US hydrocarbon resources. As the price of oil plummeted, many such projects were delayed or cancelled, causing the stocks of impacted companies to fall significantly. Jacobs Engineering Group, Fluor and Flowserve were detractors from Fund performance that we sold before the close of the reporting period.

Thank you for your commitment to Invesco American Franchise Fund and for sharing our long-term investment horizon.

The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

See important Fund and, if applicable, index disclosures later in this report.

    

LOGO

  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.

 

LOGO  

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)

Fund and index data from 8/31/05

 

LOGO

 

1   Source: 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. 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 8/31/15, including maximum applicable sales charges

 

   

  Class A Shares

        

  Inception (6/23/05)

     7.29

  10 Years

     7.25   

    5 Years

     13.04   

    1 Year

     -5.24   

 

  Class B Shares

        

  Inception (6/23/05)

     7.40

  10 Years

     7.38   

    5 Years

     13.94   

    1 Year

     -4.28   

 

  Class C Shares

        

  Inception (6/23/05)

     7.11

  10 Years

     7.09   

    5 Years

     13.50   

    1 Year

     -1.36   

 

  Class R Shares

        

  10 Years

     7.59

    5 Years

     14.02   

    1 Year

     0.03   

 

  Class Y Shares

        

  Inception (6/23/05)

     8.13

  10 Years

     8.12   

    5 Years

     14.57   

    1 Year

     0.56   

 

  Class R5 Shares

        

  10 Years

     8.04

    5 Years

     14.71   

    1 Year

     0.62   

 

  Class R6 Shares

        

  10 Years

     8.00

    5 Years

     14.61   

    1 Year

     0.73   

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.

Average Annual Total Returns

  

As of 6/30/15, the most recent calendar quarter end, including maximum applicable sales charges

    

 

  Class A Shares

       

  Inception (6/23/05)

    7.79

  10 Years

    7.90   

    5 Years

    14.00   

    1 Year

    0.46   

 

  Class B Shares

       

  Inception (6/23/05)

    7.90

  10 Years

    8.03   

    5 Years

    14.88   

    1 Year

    1.47   

 

  Class C Shares

       

  Inception (6/23/05)

    7.62

  10 Years

    7.74   

    5 Years

    14.49   

    1 Year

    4.58   

 

  Class R Shares

       

  10 Years

    8.24

    5 Years

    15.00   

    1 Year

    6.01   

 

  Class Y Shares

       

  Inception (6/23/05)

    8.65

  10 Years

    8.76   

    5 Years

    15.54   

    1 Year

    6.57   

 

  Class R5 Shares

       

  10 Years

    8.69

    5 Years

    15.68   

    1 Year

    6.70   

 

  Class R6 Shares

       

  10 Years

    8.65

    5 Years

    15.58   

    1 Year

    6.81   

    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 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.

    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 1.08%, 1.08%, 1.83%, 1.33%, 0.83%, 0.70% 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 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.

    Fund performance reflects any applicable fee waivers and/or expense reimbursements. Had the adviser not waived fees and/or reimbursed expenses currently or in the past, returns would have been lower. See current prospectus for more information.

 

 

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, 2015, 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. Please see the prospectus for more information.

 

 

Principal risks of investing in the Fund

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   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   Mid-capitalization risk. Stocks of mid-sized companies tend to be more vulnerable to adverse developments 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 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.

 

 

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 (NAVs) calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end
 

 

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

  for financial reporting purposes, and as such, the NAVs for shareholder transactions and the returns based on those NAVs may differ from the NAVs 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.
 

 

8                          Invesco American Franchise Fund


Schedule of Investments(a)

August 31, 2015

 

 

     Shares      Value  

Common Stocks & Other Equity Interests–98.42%

  

Aerospace & Defense–2.31%   

Honeywell International Inc.

    1,214,708       $ 120,584,063   

Raytheon Co.

    895,318         91,823,814   
         212,407,877   
Airlines–1.38%   

Southwest Airlines Co.

    3,464,596         127,150,673   
Application Software–2.72%   

Autodesk, Inc.(b)

    785,393         36,717,123   

salesforce.com, inc.(b)

    3,074,384         213,239,274   
         249,956,397   
Biotechnology–13.01%   

Alexion Pharmaceuticals, Inc.(b)

    373,592         64,328,806   

Alkermes PLC(b)

    3,233,450         192,584,282   

Amgen Inc.

    605,729         91,937,548   

Biogen Inc.(b)

    454,537         135,133,850   

Celgene Corp.(b)

    2,272,216         268,303,265   

Gilead Sciences, Inc.

    3,192,137         335,397,835   

Vertex Pharmaceuticals Inc.(b)

    842,456         107,429,989   
         1,195,115,575   
Cable & Satellite–4.10%   

Comcast Corp.–Class A

    963,466         54,272,040   

DISH Network Corp.–Class A(b)

    4,276,920         253,493,048   

Time Warner Cable Inc.

    369,938         68,815,867   
         376,580,955   
Communications Equipment–1.35%   

Cisco Systems, Inc.

    2,971,427         76,900,531   

Palo Alto Networks, Inc.(b)

    287,720         47,249,378   
         124,149,909   
Consumer Electronics–2.77%   

Harman International Industries, Inc.

    1,208,190         118,088,491   

Sony Corp. (Japan)(c)

    5,259,100         136,687,998   
         254,776,489   
Consumer Finance–0.61%   

American Express Co.

    726,601         55,744,829   
Data Processing & Outsourced Services–5.13%   

MasterCard, Inc.–Class A

    4,119,584         380,525,974   

Visa Inc.–Class A

    1,269,456         90,512,213   
         471,038,187   
Distillers & Vintners–0.97%   

Constellation Brands, Inc.–Class A

    697,577         89,289,856   
Diversified Chemicals–0.80%   

Dow Chemical Co. (The)

    1,687,006         73,823,383   
Drug Retail–1.56%   

CVS Health Corp.

    1,395,887         142,938,829   
     Shares      Value  
Environmental & Facilities Services–1.20%   

Republic Services, Inc.

    2,688,460       $ 110,173,091   
Fertilizers & Agricultural Chemicals–1.23%   

Monsanto Co.

    1,152,942         112,584,786   
General Merchandise Stores–0.54%   

Dollar General Corp.

    662,396         49,341,878   
Health Care Equipment–0.63%   

Medtronic PLC

    802,862         58,038,894   

Health Care Facilities–1.56%

  

HCA Holdings, Inc.(b)(c)

    1,658,145         143,628,520   
Home Improvement Retail–3.40%   

Lowe’s Cos., Inc.

    4,511,000         312,025,870   
Hotels, Resorts & Cruise Lines–3.23%   

Carnival Corp.

    6,028,522         296,784,138   
Household Appliances–1.35%   

Whirlpool Corp.

    740,269         124,439,219   
Industrial Conglomerates–1.55%   

Danaher Corp.

    1,124,918         97,890,364   

Roper Technologies, Inc.

    275,354         44,632,130   
         142,522,494   
Industrial Gases–0.50%   

Air Products and Chemicals, Inc.

    331,051         46,191,546   
Internet Retail–5.96%   

Amazon.com, Inc.(b)

    637,856         327,149,964   

Netflix Inc.(b)

    767,177         88,248,370   

Priceline Group Inc. (The)(b)

    105,600         131,856,384   
         547,254,718   
Internet Software & Services–11.46%   

Alibaba Group Holding Ltd.–ADR (China)(b)(c)

    813,310         53,776,057   

Facebook Inc.–Class A(b)

    5,189,310         464,079,994   

Google Inc.–Class A(b)

    686,672         444,839,855   

LinkedIn Corp.–Class A(b)

    497,512         89,850,667   
         1,052,546,573   
Investment Banking & Brokerage–2.26%   

Charles Schwab Corp. (The)

    5,958,262         181,012,000   

Morgan Stanley

    784,321         27,019,858   
         208,031,858   
Life Sciences Tools & Services–0.51%   

Thermo Fisher Scientific, Inc.

    374,699         46,976,014   
Managed Health Care–0.78%   

UnitedHealth Group Inc.

    617,347         71,427,048   
 

 

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

 

9                         Invesco American Franchise Fund


     Shares      Value  
Oil & Gas Exploration & Production–1.32%   

Cimarex Energy Co.

    202,742       $ 22,405,019   

Devon Energy Corp.

    859,305         36,657,951   

Pioneer Natural Resources Co.

    366,926         45,153,914   

Whiting Petroleum Corp.(b)

    890,980         17,222,643   
               121,439,527   
Packaged Foods & Meats–0.53%   

Tyson Foods, Inc.–Class A

    1,149,736         48,610,838   
Pharmaceuticals–4.52%   

Allergan PLC(b)

    1,078,240         327,504,618   

Bristol-Myers Squibb Co.

    1,477,960         87,894,281   
               415,398,899   
Semiconductor Equipment–0.29%   

Lam Research Corp.

    363,098         26,422,641   
Semiconductors–3.24%   

Avago Technologies Ltd. (Singapore)

    805,864         101,514,688   

NXP Semiconductors N.V. (Netherlands)(b)

    2,312,966         195,792,572   
               297,307,260   
Soft Drinks–0.86%     

Monster Beverage Corp.(b)

    572,822         79,312,934   
Specialized Finance–2.90%   

CME Group Inc.–Class A

    986,528         93,167,704   

McGraw Hill Financial, Inc.

    1,788,699         173,485,916   
               266,653,620   
Specialized REIT’s–0.77%   

American Tower Corp.

    762,112         70,259,105   
Systems Software–1.72%   

Check Point Software Technologies Ltd. (Israel)(b)(c)

    551,588         43,029,380   
     Shares      Value  
Systems Software–(continued)   

ServiceNow, Inc.(b)(c)

    1,614,001       $ 114,529,511   
               157,558,891   
Technology Hardware, Storage & Peripherals–5.95%   

Apple Inc.

    4,848,416         546,707,388   
Tobacco–1.45%   

Altria Group, Inc.

    2,489,367         133,380,284   
Wireless Telecommunication Services–2.00%   

Sprint Corp.(b)(c)

    36,332,372         183,841,802   

Total Common Stocks & Other Equity Interests
(Cost $6,580,312,545)

   

     9,041,832,795   

Money Market Funds–1.46%

  

Liquid Assets Portfolio–Institutional Class, 0.12%(d)

    66,797,944         66,797,944   

Premier Portfolio–Institutional Class, 0.09%(d)

    66,797,943         66,797,943   

Total Money Market Funds
(Cost $133,595,887)

   

     133,595,887   

TOTAL INVESTMENTS (excluding investments purchased with cash collateral from securities on loan)–99.88%
(Cost $6,713,908,432)

    

     9,175,428,682   

Investments Purchased with Cash
Collateral from Securities on Loan

   

  

Money Market Funds–1.67%

  

Liquid Assets Portfolio–Institutional Class, 0.12%
(Cost $153,280,627)(d)(e)

    153,280,627         153,280,627   

TOTAL INVESTMENTS–101.55%
(Cost $6,867,189,059)

   

     9,328,709,309   

OTHER ASSETS LESS LIABILITIES–(1.55)%

  

     (141,993,047

NET ASSETS–100.00%

  

   $ 9,186,716,262   
 

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)  All or a portion of this security was out on loan at August 31, 2015.
(d)  The money market fund and the Fund are affiliated by having the same investment adviser. The rate shown is the 7-day SEC standardized yield as of August 31, 2015.
(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. The following table presents the Fund’s gross and net amount of assets available for offset by the Fund as of August 31, 2015.

 

Counterparty    Gross Amount of
Securities on
Loan at Value
     Cash Collateral
Received for
Securities
Loaned*
    Net
Amount
 

State Street Bank and Trust Co.

   $ 141,450,870       $ (141,450,870   $   

 

  * Amount does not include excess collateral received.

 

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, 2015

 

Assets:

 

Investments, at value (Cost $6,580,312,545)*

  $ 9,041,832,795   

Investments in affiliated money market funds, at value and cost

    286,876,514   

Total investments, at value (Cost $6,867,189,059)

    9,328,709,309   

Receivable for:

 

Investments sold

    27,398,954   

Fund shares sold

    3,195,794   

Dividends

    4,785,639   

Investment for trustee deferred compensation and retirement plans

    2,400,996   

Other assets

    149,798   

Total assets

    9,366,640,490   

Liabilities:

 

Payable for:

 

Investments purchased

    10,797,080   

Fund shares reacquired

    7,574,995   

Collateral upon return of securities loaned

    153,280,627   

Accrued fees to affiliates

    5,403,605   

Accrued trustees’ and officers’ fees and benefits

    23,687   

Accrued other operating expenses

    74,597   

Trustee deferred compensation and retirement plans

    2,769,637   

Total liabilities

    179,924,228   

Net assets applicable to shares outstanding

  $ 9,186,716,262   

Net assets consist of:

 

Shares of beneficial interest

  $ 6,519,883,500   

Undistributed net investment income (loss)

    (17,439,548

Undistributed net realized gain

    222,757,042   

Net unrealized appreciation

    2,461,515,268   
    $ 9,186,716,262   

Net Assets:

 

Class A

  $ 8,320,796,117   

Class B

  $ 165,264,595   

Class C

  $ 381,263,891   

Class R

  $ 30,716,058   

Class Y

  $ 152,179,209   

Class R5

  $ 50,052,334   

Class R6

  $ 86,444,058   

Shares outstanding, $0.01 par value per share,
with an unlimited number of shares authorized:

   

Class A

    504,650,824   

Class B

    10,279,350   

Class C

    24,380,457   

Class R

    1,883,003   

Class Y

    9,117,994   

Class R5

    3,000,172   

Class R6

    5,170,070   

Class A:

 

Net asset value per share

  $ 16.49   

Maximum offering price per share

 

(Net asset value of $16.49 ¸ 94.50%)

  $ 17.45   

Class B:

 

Net asset value and offering price per share

  $ 16.08   

Class C:

 

Net asset value and offering price per share

  $ 15.64   

Class R:

 

Net asset value and offering price per share

  $ 16.31   

Class Y:

 

Net asset value and offering price per share

  $ 16.69   

Class R5:

 

Net asset value and offering price per share

  $ 16.68   

Class R6:

 

Net asset value and offering price per share

  $ 16.72   

 

* At August 31, 2015, securities with an aggregate value of $141,450,870 were on loan to brokers.

 

 

 

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, 2015

 

Investment income:

  

Dividends (net of foreign withholding taxes of $195,538)

  $ 76,008,581   

Dividends from affiliated money market funds (includes securities lending income of $142,889)

    197,473   

Total investment income

    76,206,054   

Expenses:

 

Advisory fees

    58,005,769   

Administrative services fees

    776,261   

Custodian fees

    202,396   

Distribution fees:

 

Class A

    22,255,841   

Class B

    528,422   

Class C

    4,093,656   

Class R

    161,301   

Transfer agent fees — A, B, C, R and Y

    18,758,650   

Transfer agent fees — R5

    49,075   

Transfer agent fees — R6

    4,558   

Trustees’ and officers’ fees and benefits

    228,027   

Other

    1,135,993   

Total expenses

    106,199,949   

Less: Fees waived and expense offset arrangement(s)

    (189,769

Net expenses

    106,010,180   

Net investment income (loss)

    (29,804,126

Realized and unrealized gain (loss) from:

 

Net realized gain from:

 

Investment securities

    664,595,639   

Foreign currencies

    91,163   
      664,686,802   

Change in net unrealized appreciation (depreciation) of:

 

Investment securities

    (586,170,110

Foreign currencies

    (6,015
      (586,176,125

Net realized and unrealized gain

    78,510,677   

Net increase in net assets resulting from operations

  $ 48,706,551   

 

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, 2015 and 2014

 

     2015      2014  

Operations:

    

Net investment income (loss)

  $ (29,804,126    $ (27,492,665

Net realized gain

    664,686,802         1,356,621,426   

Change in net unrealized appreciation (depreciation)

    (586,176,125      853,805,517   

Net increase in net assets resulting from operations

    48,706,551         2,182,934,278   

Distributions to shareholders from net investment income:

    

Class A

            (8,146,047

Class B

            (284,805

Class Y

            (287,210

Class R5

            (126,411

Class R6

            (414,675

Total distributions from net investment income

            (9,259,148

Distributions to shareholders from net realized gains:

    

Class A

    (784,832,614      (349,819,587

Class B

    (20,473,568      (12,230,508

Class C

    (37,732,374      (16,851,639

Class R

    (2,796,858      (1,234,648

Class Y

    (13,159,645      (4,914,966

Class R5

    (4,625,060      (1,888,689

Class R6

    (11,435,482      (5,092,450

Total distributions from net realized gains

    (875,055,601      (392,032,487

Share transactions–net:

    

Class A

    29,568,935         2,022,415,364   

Class B

    (64,542,055      (32,429,104

Class C

    2,440,937         74,675,675   

Class R

    1,750,654         6,673,587   

Class Y

    23,546,565         25,320,157   

Class R5

    2,253,149         (119,562,564

Class R6

    (43,605,157      (1,645,431

Net increase (decrease) in net assets resulting from share transactions

    (48,586,972      1,975,447,684   

Net increase (decrease) in net assets

    (874,936,022      3,757,090,327   

Net assets:

    

Beginning of year

    10,061,652,284         6,304,561,957   

End of year (includes undistributed net investment income (loss) of $(17,439,548) and $(23,695,349), respectively)

  $ 9,186,716,262       $ 10,061,652,284   

Notes to Financial Statements

August 31, 2015

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 thirteen 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. 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.

 

13                         Invesco American Franchise Fund


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 securities) 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 asked 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 asked prices. For purposes of determining net asset value (“NAV”) 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 securities) 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/asked quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.

The Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain Fund investments.

Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general 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 (net of withholding tax, if any) 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 the Statement of Changes in Net Assets, or the net investment income per share and the 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.

 

14                         Invesco American Franchise Fund


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 net investment 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 recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed the Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

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. 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 failed 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, if any, is shown as a footnote on the Statement of Assets and Liabilities.
J. Foreign Currency Translations — Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (1) sales of foreign currencies, (2) currency gains or losses realized between the trade and settlement dates on securities transactions, and (3) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.

 

15                         Invesco American Franchise Fund


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. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests and are shown in the Statement of Operations.

K. Forward Foreign Currency Contracts — The Fund may engage in foreign currency transactions either on a spot (i.e. for prompt delivery and settlement) basis, or through forward foreign currency contracts, to manage or minimize currency or exchange rate risk.

The Fund may also enter into forward 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, or the Fund may also enter into forward foreign currency contracts that do not provide for physical settlement of the two currencies, but instead are settled by a single cash payment calculated as the difference between the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount (non-deliverable forwards). The Fund will set aside liquid assets in an amount equal to daily mark-to-market obligation for forward foreign currency contracts.

A forward foreign currency contract is an obligation between two parties (“Counterparties”) to purchase or sell a specific currency for an agreed-upon price at a future date. The use of forward 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 forward 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%     

For the year ended August 31, 2015, the effective advisory fees incurred by the Fund was 0.59%.

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 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 Affiliated Sub-Adviser(s).

The Adviser has contractually agreed, through at least June 30, 2016, 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%, 2.75%, 2.25%, 1.75%, 1.75% and 1.75%, 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 Invesco continues the fee waiver agreement, it will terminate on June 30, 2016. The fee waiver agreement cannot be terminated during its term. 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, 2017, 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, 2015, the Adviser waived advisory fees of $131,028.

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, 2015, 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, 2015, expenses incurred under the agreement are shown in the Statement of Operations as Transfer agent fees.

 

16                         Invesco American Franchise 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, 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.

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, 2015, IDI advised the Fund that IDI retained $557,686 in front-end sales commissions from the sale of Class A shares and $7,150, $31,934 and $8,304 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders.

For the year ended August 31, 2015, the Fund incurred $355,196 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, 2015. 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

  $ 9,192,021,311         $ 136,687,998         $         $ 9,328,709,309   

NOTE 4—Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in demand deposit accounts used by the transfer agent for clearing shareholder transactions. For the year ended August 31, 2015, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $58,741.

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 were eligible to participate in a retirement plan that provided for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.

NOTE 6—Cash Balances

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with 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 7—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended August 31, 2015 and 2014:

 

     2015        2014  

Ordinary income

  $         $ 9,609,951   

Long-term capital gain

    875,055,601           391,681,684   

Total distributions

  $ 875,055,601         $ 401,291,635   

Tax Components of Net Assets at Period-End:

 

     2015  

Undistributed long-term gain

  $ 446,865,655   

Net unrealized appreciation — investments

    2,425,814,248   

Net unrealized appreciation (depreciation) — other investments

    (4,983

Temporary book/tax differences

    (2,837,745

Capital loss carryforward

    (188,402,611

Late-Year Ordinary Loss Deferral

    (14,601,802

Shares of beneficial interest

    6,519,883,500   

Total net assets

  $ 9,186,716,262   

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. Capital losses generated in years beginning after December 22, 2010 can be carried forward for an unlimited period, whereas previous losses expire in eight tax years. 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. Capital loss carryforwards with no expiration date 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 carryforwards in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

The Fund has a capital loss carryforward as of August 31, 2015, which expires as follows:

 

Capital Loss Carryforward*  
Expiration   Short-Term        Long-Term        Total  

August 31, 2017

  $ 188,402,611         $         $ 188,402,611   

 

* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code and may be further limited depending upon a variety of factors, including the realization of net unrealized gains or losses as of the date of any 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, 2015 was $7,244,750,154 and $8,253,797,345, 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

  $ 2,589,745,544   

Aggregate unrealized (depreciation) of investment securities

    (163,931,296

Net unrealized appreciation of investment securities

  $ 2,425,814,248   

Cost of investments for tax purposes is $6,902,895,061.

NOTE 9—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of net operating losses on August 31, 2015, undistributed net investment income (loss) was increased by $36,059,927, undistributed net realized gain was decreased by $1,097,821 and shares of beneficial interest was decreased by $34,962,106. This reclassification had no effect on the net assets of the Fund.

 

18                         Invesco American Franchise Fund


NOTE 10—Share Information

 

     Summary of Share Activity  
    Years ended August 31,  
    2015(a)      2014  
     Shares      Amount      Shares      Amount  

Sold:

          

Class A

    11,430,895       $ 198,025,073         13,434,382       $ 224,500,898   

Class B

    114,963         1,953,963         194,996         3,185,824   

Class C

    1,474,703         24,315,642         1,375,112         22,116,190   

Class R

    422,057         7,207,296         288,299         4,772,689   

Class Y

    2,828,241         49,644,068         2,508,529         42,978,258   

Class R5

    925,325         16,123,386         772,745         13,042,930   

Class R6

    340,306         5,918,560         901,334         15,272,963   

Issued as reinvestment of dividends:

          

Class A

    45,566,849         740,461,291         20,978,874         337,759,873   

Class B

    1,268,110         20,099,547         779,837         12,274,118   

Class C

    2,276,570         35,286,826         1,015,415         15,779,551   

Class R

    173,586         2,796,462         77,072         1,233,927   

Class Y

    691,278         11,350,786         281,452         4,562,336   

Class R5

    281,944         4,623,889         124,583         2,014,511   

Class R6

    696,013         11,435,482         340,156         5,507,125   

Issued in connection with acquisitions:(b)

          

Class A

                    159,648,030         2,468,502,143   

Class B

                    3,865,089         58,449,775   

Class C

                    6,095,479         91,112,251   

Class R

                    518,148         7,963,354   

Class Y

                    969,446         15,095,293   

Class R5

                    189,764         2,949,334   

Automatic conversion of Class B shares to Class A shares:

          

Class A

    3,624,145         63,022,397         4,281,870         72,109,330   

Class B

    (3,714,455      (63,022,397      (4,380,637      (72,109,330

Reacquired:

          

Class A

    (56,061,210      (971,939,826      (64,487,337      (1,080,456,880

Class B

    (1,391,879      (23,573,168      (2,096,465      (34,229,491

Class C

    (3,461,721      (57,161,531      (3,357,178      (54,332,317

Class R

    (483,878      (8,253,104      (440,363      (7,296,383

Class Y

    (2,143,896      (37,448,289      (2,205,531      (37,315,730

Class R5

    (1,073,189      (18,494,126      (8,388,466      (137,569,339

Class R6

    (3,413,210      (60,959,199      (1,334,727      (22,425,519

Net increase (decrease) in share activity

    371,547       $ (48,586,972      131,949,908       $ 1,975,447,684   

 

(a)  There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 15% 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)  As of the opening of business on September 16, 2013, the Fund acquired all the net assets of Invesco Constellation Fund (the “Target Fund”) pursuant to a plan of reorganization approved by the Trustees of the Fund on August 27, 2013. The acquisition was accomplished by a tax-free exchange of 171,285,956 shares of the Fund for 90,880,346 shares outstanding of the Target Fund as of the close of business on September 13, 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, September 13, 2013. The Target Fund’s net assets as of the close of business on September 13, 2013 of $2,644,072,150, including $725,175,144 of unrealized appreciation, were combined with those of the Fund. The net assets of the Fund immediately before the acquisition were $6,558,988,103 and $9,203,060,253 immediately after the acquisition.
         The pro forma results of operations for the year ended August 31, 2014 assuming the reorganization had been completed on September 1, 2013, the beginning of the annual reporting period are as follows:

 

Net investment income (loss)

   $ (28,410,833

Net realized/unrealized gains

     4,238,871,492   

Change in net assets resulting from operations

   $ 4,210,460,659   

 

         As 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 September 16, 2013.

 

19                         Invesco American Franchise 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
(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(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 (loss)
to average
net assets
    Portfolio
turnover(c)
 

Class A

  

Year ended 08/31/15

  $ 18.07      $ (0.05   $ 0.08      $ 0.03      $      $ (1.61   $ (1.61   $ 16.49        0.27   $ 8,320,796        1.05 %(d)      1.05 %(d)      (0.28 )%(d)      74

Year ended 08/31/14

    14.82        (0.04     3.99        3.95        (0.02     (0.68     (0.70     18.07        27.22        9,034,217        1.08        1.08        (0.27     77   

Year ended 08/31/13

    12.47        0.02        2.33        2.35        (0.00            (0.00     14.82        18.89        5,428,321        1.06        1.14        0.17        80   

Year ended 08/31/12

    11.72        (0.01     0.88        0.87               (0.12     (0.12     12.47        7.55        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        4,894,163        1.06        1.17        (0.43     179   

Class B

  

Year ended 08/31/15

    17.66        (0.05     0.08        0.03               (1.61     (1.61     16.08        0.27 (e)      165,265        1.05 (d)(e)      1.05 (d)(e)      (0.28 )(d)(e)      74   

Year ended 08/31/14

    14.50        (0.04     3.90        3.86        (0.02     (0.68     (0.70     17.66        27.20 (e)      247,220        1.08 (e)      1.08 (e)      (0.27 )(e)      77   

Year ended 08/31/13

    12.20        0.02        2.28        2.30        (0.00            (0.00     14.50        18.90 (e)      226,796        1.06 (e)      1.14 (e)      0.17 (e)      80   

Year ended 08/31/12

    11.47        (0.01     0.86        0.85               (0.12     (0.12     12.20        7.54 (e)      273,177        1.05 (e)      1.18 (e)      (0.05 )(e)      96   

Year ended 08/31/11

    9.64        (0.08     1.91        1.83                             11.47        18.98 (e)      373,157        1.28 (e)      1.65 (e)      (0.64 )(e)      179   

Class C

  

Year ended 08/31/15

    17.34        (0.17     0.08        (0.09            (1.61     (1.61     15.64        (0.46     381,264        1.80 (d)      1.80 (d)      (1.03 )(d)      74   

Year ended 08/31/14

    14.34        (0.16     3.84        3.68               (0.68     (0.68     17.34        26.23        417,687        1.83        1.83        (1.02     77   

Year ended 08/31/13

    12.16        (0.08     2.26        2.18                             14.34        17.93        271,960        1.81        1.89        (0.58     80   

Year ended 08/31/12

    11.51        (0.09     0.86        0.77               (0.12     (0.12     12.16        6.82        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 (f)      266,990        1.60 (f)      1.71 (f)      (0.97 )(f)      179   

Class R

  

Year ended 08/31/15

    17.93        (0.09     0.08        (0.01            (1.61     (1.61     16.31        0.03        30,716        1.30 (d)      1.30 (d)      (0.53 )(d)      74   

Year ended 08/31/14

    14.74        (0.09     3.96        3.87               (0.68     (0.68     17.93        26.83        31,760        1.33        1.33        (0.52     77   

Year ended 08/31/13

    12.43        (0.01     2.32        2.31                             14.74        18.58        19,576        1.31        1.39        (0.08     80   

Year ended 08/31/12

    11.71        (0.04     0.88        0.84               (0.12     (0.12     12.43        7.30        18,746        1.30        1.43        (0.30     96   

Year ended 08/31/11(g)

    12.81        (0.02     (1.08     (1.10                          11.71        (8.59     17,698        1.30 (h)      1.42 (h)      (0.66 )(h)      179   

Class Y

  

Year ended 08/31/15

    18.22        (0.01     0.09        0.08               (1.61     (1.61     16.69        0.56        152,179        0.80 (d)      0.80 (d)      (0.03 )(d)      74   

Year ended 08/31/14

    14.93        (0.00     4.01        4.01        (0.04     (0.68     (0.72     18.22        27.48        141,094        0.83        0.83        (0.02     77   

Year ended 08/31/13

    12.57        0.06        2.34        2.40        (0.04            (0.04     14.93        19.13        92,418        0.81        0.89        0.42        80   

Year ended 08/31/12

    11.78        0.02        0.89        0.91               (0.12     (0.12     12.57        7.86        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        117,471        0.81        0.92        (0.18     179   

Class R5

  

Year ended 08/31/15

    18.20        0.01        0.08        0.09               (1.61     (1.61     16.68        0.62        50,052        0.71 (d)      0.71 (d)      0.06 (d)      74   

Year ended 08/31/14

    14.90        0.02        4.01        4.03        (0.05     (0.68     (0.73     18.20        27.65        52,164        0.70        0.70        0.11        77   

Year ended 08/31/13

    12.55        0.06        2.34        2.40        (0.05            (0.05     14.90        19.22        151,535        0.75        0.75        0.48        80   

Year ended 08/31/12

    11.75        0.04        0.88        0.92               (0.12     (0.12     12.55        7.96        301,283        0.69        0.69        0.31        96   

Year ended 08/31/11(g)

    12.07        (0.00     (0.32     (0.32                          11.75        (2.65     197,097        0.66 (h)      0.66 (h)      (0.03 )(h)      179   

Class R6

  

Year ended 08/31/15

    18.22        0.03        0.08        0.11               (1.61     (1.61     16.72        0.73        86,444        0.62 (d)      0.62 (d)      0.15 (d)      74   

Year ended 08/31/14

    14.92        0.03        4.01        4.04        (0.06     (0.68     (0.74     18.22        27.69        137,509        0.63        0.63        0.18        77   

Year ended 08/31/13(g)

    13.03        0.07        1.87        1.94        (0.05            (0.05     14.92        14.98        113,955        0.65 (h)      0.65 (h)      0.58 (h)      80   

 

(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 year ended August 31, 2014, the portfolio turnover calculation excludes the value of securities purchased of $1,921,954,452 and sales of $1,568,687,370 in the effort to realign the Fund’s portfolio holdings after the reorganization of Invesco Constellation 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. For the year ended August 31, 2011, the portfolio turnover calculation excludes the value of securities purchased of $4,947,460,310 and sales 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.
(d) Ratios are based on average daily net assets (000’s omitted) of $8,902,336, $211,369, $409,366, $32,260, $154,896, $51,201 and $113,943 for Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.
(e) The total return, ratio of expenses to average net assets and ratio of net investment income (loss) to average net assets reflect actual 12b-1 fees of 0.25%, 0.25%, 0.25%, 0.25% and 0.47% for the years ended August 31, 2015, 2014, 2013, 2012 and 2011, respectively.
(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 0.79% for the year ended August 31, 2011.
(g) 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.
(h) Annualized.

 

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, 2015, 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, 2015 by correspondence with the custodian and brokers, and the application of alternative auditing procedures where confirmations of security purchases have not been received, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

October 27, 2015

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, 2015 through August 31, 2015.

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
(03/01/15)
    ACTUAL    

HYPOTHETICAL

(5% annual return before

expenses)

     Annualized
Expense
Ratio
 
    Ending
Account Value
(08/31/15)1
    Expenses
Paid During
Period2
    Ending
Account Value
(08/31/15)
    Expenses
Paid During
Period2
    
A   $ 1,000.00      $ 940.70      $ 5.09      $ 1,019.96      $ 5.30         1.04
B     1,000.00        940.90        5.09        1,019.96        5.30         1.04   
C     1,000.00        937.10        8.74        1,016.18        9.10         1.79   
R     1,000.00        939.00        6.30        1,018.70        6.56         1.29   
Y     1,000.00        941.90        3.87        1,021.22        4.02         0.79   
R5     1,000.00        941.80        3.52        1,021.58        3.67         0.72   
R6     1,000.00        942.50        2.99        1,022.13        3.11         0.61   

 

1 The actual ending account value is based on the actual total return of the Fund for the period March 1, 2015 through August 31, 2015, 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 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 agreements. During contract renewal meetings held on June 9-10, 2015, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% of the Board, voting separately, approved the continuance for the Fund of the Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) and the Master Intergroup Sub-Advisory Contract for Mutual Funds with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts) for another year, effective July 1, 2015.

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 Board determined that continuation of the Fund’s investment advisory agreement and the sub-advisory contracts is in the best interest of the Fund and its shareholders and that 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 performance and investment management services provided by Invesco Advisers and the Affiliated Sub-Advisers to 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 Board had the benefit of reports from the Sub-Committees and Investments Committee throughout the year in considering approval of the continuance of each Invesco Fund’s investment advisory agreement and sub-advisory contracts for another year.

During the contract renewal process, the Board receives 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 Board also receives a report and this 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. 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.

The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation. The Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these 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 is a summary of 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 10, 2015, and does not reflect consideration of factors that became known to the Board after that date.

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. 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. 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, valuation and legal and compliance.

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 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 was in the fifth quintile of its 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

 

 

23                         Invesco American Franchise Fund


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 the markets had been challenging for growth-oriented styles that have higher exposures to market sensitivity, volatility and momentum. 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, but that Lipper does not provide information on a fund by fund basis as to what is included. The Board noted 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 rate was below the rate of one such mutual fund. The Board also noted how the Fund’s rate compared to the effective sub-adviser fee rate of one mutual fund sub-advised by Invesco Advisers.

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 types of 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 similar scope of services. The information received by the Board demonstrated that the aggregate services provided to the Invesco Funds were sufficiently different from those provided to institutional clients to support the difference in fees.

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.

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. 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 Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its affiliates 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.

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 providing 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; and that the services are required for the operation of the Fund.

The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research 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 that it receives 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 with respect to investments in the affiliated money market 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 amount of advisory fees received by Invesco Advisors from the Fund’s investment of cash collateral from any securities lending arrangements in the affiliated money market funds is fair and reasonable.

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

 

 

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, 2015:

 

Federal and State Income Tax

 

Long-Term Capital Gain Distributions

  $ 875,055,601   

Qualified Dividend Income*

    0

Corporate Dividends Received Deduction*

    0

U.S. Treasury Obligations*

    0

Tax-Exempt Interest Dividends*

    0

 

  * 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).

  144   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), Invesco Canada Holdings Inc. (holding company), Trimark Investments Ltd./Placements Trimark Ltèe and Invesco Financial Services Ltd/Services Financiers Invesco Ltèe; Chief Executive Officer, Invesco Corporate Class 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), Short-Term Investments Trust and Invesco Management Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management 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: Chief Executive Officer, Invesco Canada Fund Inc (corporate mutual fund company); 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; 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), and Short-Term Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc..

  144   None

 

1  Mr. Flanagan is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) 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.

 

2  Mr. Taylor is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer and a director of the Adviser.

 

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; Chairman, Board of Governors of INTELSAT (international communications company); ACE Limited (insurance company); Independent Directors Council and Investment Company Institute

  144   ALPS (Attorneys Liability Protection Society) (insurance company) and Globe Specialty Metals, Inc. (metallurgical company)

David C. Arch — 1945

Trustee

  2010   Chairman of Blistex Inc., a consumer health care products manufacturer   144   Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan; Member of the Audit Committee of the Edward-Elmhurst Hospital

James T. Bunch — 1942

Trustee

  2000  

Managing Member, Grumman Hill Group LLC (family office/private equity investments)

 

Formerly: Founder, Green Manning & Bunch Ltd. (investment banking firm) (1988-2010); Executive Committee, United States Golf Association; and Chairman, Board of Governors, Western Golf Association

  144   Chairman of the Board of Trustees, Evans Scholars Foundation; and Chairman of the Board, 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

  144   Director of Quidel Corporation and Stericycle, 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); Nature’s Sunshine Products, Inc. and Reich & Tang Funds (5 portfolios) (registered investment company)

 

Formerly: Director, Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company); 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)

  144   Director of: Nature’s Sunshine Products, Inc., Reich & Tang Funds, Homeowners of America Holding Corporation/ Homeowners of America Insurance Company, the Boss Group

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

  144   Insperity, Inc. (formerly known as Administaff)

Prema Mathai-Davis — 1950

Trustee

  2003   Retired. Formerly: Chief Executive Officer, YWCA of the U.S.A.   144   None

Larry Soll — 1942

Trustee

  1997   Retired. Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)   144   None

Hugo F. Sonnenschein — 1940

Trustee

  2010   President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to 2000, President of the University of Chicago   144   Trustee of the University of Rochester and a member of its investment committee; Member of the National Academy of Sciences and the American Philosophical Society; Fellow of the American Academy of Arts and Sciences
Raymond Stickel, Jr. — 1944 Trustee   2005   Retired. Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche   144   None

 

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)

Suzanne H. Woolsey — 1941

Trustee

  2014   Chief Executive Officer of Woolsey Partners LLC   144   Emeritus Chair of the Board of Trustees of the Institute for Defense Analyses; Trustee of Colorado College; Trustee of California Institute of Technology; Prior to 2014, Director of Fluor Corp.; Prior to 2010, Trustee of the German Marshall Fund of the United States; Prior to 2010 Trustee of the Rocky Mountain Institute
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; Managing Director, 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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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
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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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

 

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)                
Karen Dunn Kelley — 1960 Vice President   2003  

Senior Managing Director, Investments, Invesco Ltd.; 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; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust); and President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust only)

 

Formerly: Director and President, INVESCO Asset Management (Bermuda) Ltd., 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.; 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), and Short-Term Investments Trust only)

  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, and PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Commodity Fund Trust; Anti-Money Laundering Compliance Officer and Bank Secrecy Act Officer, INVESCO National Trust Company and Invesco Trust Company; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, Inc..   N/A   N/A

Lisa O. Brinkley — 1959

Chief Compliance Officer

  2004  

Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A., Inc.); and Chief Compliance Officer, The Invesco Funds

 

Formerly: Global Assurance Officer, Invesco Ltd. and Vice President, The Invesco Funds; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company.

  N/A   N/A

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

1000 Louisiana Street, Suite 5800

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


 

LOGO

 

 

Invesco mailing information

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

 

 

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.

  

LOGO

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


 

LOGO

 

 

Annual Report to Shareholders

 

   August 31, 2015
 

 

Invesco California Tax-Free Income Fund

 

 

Nasdaq:

A: CLFAX ¡ B: CLFBX ¡ C: CLFCX ¡ Y: CLFDX

LOGO


 

Letters to Shareholders

 

LOGO

Philip Taylor

  

Dear Shareholders:

This annual report includes information about your Fund, including performance data and a complete list of its investments as of the close of the reporting period. Inside is a discussion of how your Fund was managed and the factors that affected its performance during the reporting period. I hope you find this report of interest.

The US economy expanded and unemployment declined throughout the reporting period. The sharp drop in oil prices that began in mid-2014 continued to benefit consumers, but a strong US dollar crimped corporate profits. The US Federal Reserve signaled that it was increasingly likely to raise interest rates, based on generally positive economic data, but uncertainty remained about when it would act. Overseas, the story was much different. Low energy prices hurt the economies of some oil-producing nations, such as Brazil and Russia. During the reporting period,

the European Central Bank as well as central banks in China and Japan – among other countries – either instituted or maintained extraordinarily accommodative monetary policies in response to economic weakness.

Investor uncertainty, such as we saw for much of the reporting period – and market volatility, such as we saw at the end of the reporting period – are unfortunate facts of life when it comes to investing. Some investors use these things as excuses to delay saving and investing for their long-term financial goals. That’s why Invesco encourages investors to work with a professional financial adviser who can stress the importance of starting to save and invest early and the importance of adhering to a disciplined investment plan – when times are good and when they’re uncertain. A financial adviser who knows your unique financial situation, investment goals and risk tolerance can be an invaluable partner as you seek to achieve your financial goals. He or she can offer a long-term perspective when markets are volatile and time-tested advice and guidance when your financial situation or investment goals change.

Timely information when and where you want it

Invesco’s efforts to help investors achieve their financial objectives include providing individual investors and financial professionals with timely information about the markets, the economy and investing – whenever and wherever they want it.

Our website, invesco.com/us, offers a wide range of market insights and investment perspectives. On the website, you’ll find detailed information about our funds, including prices, performance, holdings and portfolio manager commentaries. You can access information about your account by completing a simple, secure online registration. Click on the “Need to register” link in the “Account Access” box on our homepage to get started.

Invesco’s mobile apps for iPhone® and iPad® (both available free from the App StoreSM) allow you to obtain the same detailed information, monitor your account and create customizable watch lists. Also, they allow you to access investment insights from our investment leaders, market strategists, economists and retirement experts. You can sign up to be alerted when new commentary is added, and you can watch portfolio manager videos and have instant access to Invesco news and updates wherever you may be.

In addition to the resources accessible on our website and through our mobile app, you can obtain timely updates to help you stay informed about the markets, the economy and investing by connecting with Invesco on Twitter, LinkedIn or Facebook. You can access our blog at blog.invesco.us.com. Our goal is to provide you the information you want, when and where you want it.

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,

 

LOGO

Philip Taylor

Senior Managing Director, Invesco Ltd.

iPhone and iPad are trademarks of Apple Inc., registered in the US and other countries. App Store is a service mark of Apple Inc. Invesco Distributors, Inc. is not affiliated with Apple Inc.

 

2                         Invesco California Tax-Free Income Fund


LOGO

Bruce Crockett

  

Dear Fellow Shareholders:

Among the many important lessons I’ve learned in more than 40 years in a variety of business endeavors is the value of a trusted advocate.

As independent chair of the Invesco Funds Board, I can assure you that the members of the Board are strong advocates for the interests of investors in Invesco’s mutual funds. We work hard to represent your interests through oversight of the quality of the investment management services your funds receive and other matters important to your investment, including but not limited to:

n Ensuring that Invesco offers a diverse lineup of mutual funds that your financial adviser can use to strive to meet your financial needs as your investment goals change over time.

n Monitoring how the portfolio management teams of the Invesco funds are performing in light of changing economic and market conditions.

n   Assessing each portfolio management team’s investment performance within the context of the investment strategy described in the fund’s prospectus.
n   Monitoring for potential conflicts of interests that may impact the nature of the services that your funds receive.

We believe one of the most important services we provide our fund shareholders is the annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This review is required by the Investment Company Act of 1940 and focuses on the nature and quality of the services Invesco provides as the adviser to the Invesco funds and the reasonableness of the fees that it charges for those services. Each year, we spend months carefully reviewing information received from Invesco and a variety of independent sources, such as performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field. We also meet with our independent legal counsel and other independent advisers to review and help us assess the information that we have received. Our goal is to assure that you receive quality investment management services for a reasonable fee.

I trust the measures outlined above provide assurance that you have a worthy advocate when it comes to choosing the Invesco Funds.

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,

 

LOGO

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

For the fiscal year ended August 31, 2015, Class A shares of Invesco California Tax-Free Income Fund (the Fund), at net asset value (NAV), posted a positive return. At NAV, the Fund outperformed the S&P Municipal Bond Index, its broad market benchmark, and the S&P Municipal Bond California 5+ Year Investment Grade Index, its style-specific benchmark.

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

 

Fund vs. Indexes

Total returns, 8/31/14 to 8/31/15, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

  Class A Shares      3.48  
  Class B Shares      3.51     
  Class C Shares      2.87     
  Class Y Shares      3.65     
  S&P Municipal Bond Indexq (Broad Market Index)      2.38     
 

S&P Municipal Bond California 5+ Year Investment Grade Indexq

(Style-Specific Index)*

     3.41     
  Barclays California Municipal Indexq (Former Style-Specific Index) *      2.77     
  Lipper California Municipal Debt Funds Indexn (Peer Group Index)      3.42     
 

Source(s): qFactSet Research Systems Inc.; nLipper Inc.

*The Fund has elected to use the S&P Municipal Bond California 5+ Year Investment Grade Index rather than the Barclays California Municipal Index as its style-specific index because the S&P Municipal Bond California 5+ Year Investment Grade Index more closely represents the performance of the types of securities in which the Fund invests.

 

  

      

 

 

 

Market conditions and your Fund

During the reporting period, California’s fiscal situation continued to improve, buoyed by economic growth, a declining unemployment rate and an improving housing market. The state benefits from a large, diverse economy, high wealth levels and a moderate debt burden. The population of California, the nation’s most populous state, grew by an estimated 4.2% between 2010 and 2014.1 California’s economy is the nation’s largest, its per capita income and median household income remain strong, and the unemployment rate of 6.2% in July 2015 was a dramatic improvement from a peak of 12.2% in October 2010.2 In July 2015, Standard & Poor’s upgraded California’s general obligation bond rating to AA- from A+ with a stable outlook while

Moody’s maintained a rating of A1 with a stable outlook.3

California’s financial performance has been volatile relative to most states with revenues sensitive to both gross domestic product and stock market performance. This stems from a high percentage of California’s total personal income taxes coming from a relatively small number of high-income citizens, which can make the state’s tax collections vary widely. Passage of temporary tax increases in 2012 improved the state’s financial standing, but it also increased the sensitivity of tax revenues to the economic cycle. Recently, California voters approved a constitutional amendment that created a rainy day fund, which the state will be able to tap if specific spending criteria are met, or in the event of a natural disaster. Going forward, the creation of a rainy day

 
Portfolio Composition   
By credit sector, based on total investments   

Revenue Bonds

     75.2

General Obligation Bonds

     15.4   

Pre-Refunded Bonds

     9.4   

 

Total Net Assets

   $ 368.1 million   

Total Number of Holdings

     218   

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 Debt Holdings

  1. Long Beach (City of) Financing       Authority; Series 1992   2.7%

  2. Southern California

      Metropolitan Water District;

      Series 2009 B

  2.6

  3. California State University;

      Series 2012 A

  2.1

  4. Bay Area Toll Authority

      (San Francisco Bay Area);

      Series 2009 F-1

  1.6

  5. California (State of);

      Series 2009

  1.6
 

fund may provide the state with greater flexibility during periods of economic weakness. California’s constitution establishes a high priority for the repayment of the state’s general obligation bonds; this priority of payments may provide general obligation bondholders some reassurance during periods of weak economic and revenue growth.

    Throughout the reporting period, fundamentals for municipal debt issuers improved modestly. Overall, state finances continued to improve, albeit at a modest pace, and spending proposals for fiscal 2016 remained cautious. While new spending is expected to be limited, state budgets in 42 states call for higher general fund levels in fiscal 2016 than fiscal 2015. Mid-year fiscal 2015 budget cuts were minimal, although higher than the previous year’s level. Mid-year budget cuts typically address state budget gaps that occur during the fiscal year, as previously appropriated spending must be reduced. These mid-year budget cuts have subsided compared to the post-recession years when states were forced to make substantial spending cuts and take other actions to balance their budgets.

    During the reporting period, investment grade municipal bonds, as measured by the S&P Municipal Bond Index, returned 2.38%.4 California municipal bonds, as measured by the S&P Municipal Bond California Index, returned 3.14%.4 These modest gains occurred despite investor anxiety over the potential for rising interest rates, uncertainty related to the Greek debt crisis and heightened concern about potential defaults by Chicago and Puerto Rico. Expectations that the US Federal Reserve (the Fed) would raise interest rates drove volatility in the US Treasury market, with the municipal market following suit. A spike in refundings seen in the municipal market in 2015 also contributed to volatility as it boosted issuance, leading to an imbalance between supply and demand.

    The Greek debt crisis and expectations that the Fed was close to raising interest rates resulted in large upward moves in US Treasury rates during the reporting period. In June, Fed Chair Janet Yellen indicated that while the short-term federal funds target rate is still on track to rise by year-end, rates will remain low for the long term, and increases will be made at a measured pace. If the Fed raises interest rates before the end of calendar year 2015, it will be the first increase in the federal funds target rate since the 2004-

 

 

4                         Invesco California Tax-Free Income Fund


2006 cycle, when the target rate was raised by 0.25% 17 times over 24 months, from 1.00% to 5.25%.5

Fundamentally, the municipal bond market continued to see credit appreciation as tax collections continued to be strong and the housing market remained firm through the end of the reporting period. Revenue bonds continued to improve as the economy grew only modestly.

During the reporting period, the municipal market was characterized by low supply and strong demand. Historically low interest rates continued to make refundings attractive to issuers, while new bond issuance remained low as of the end of the reporting period. Municipal bond mutual fund flows turned negative in May, primarily due to investor reaction to the increase in interest rates and negative returns in April.

Over the reporting period, security selection in longer-maturity bonds benefited the Fund’s performance versus its style-specific benchmark. An overweight allocation to short-maturity (0-2 years) bonds slightly offset these gains. Security selection in bonds with coupons of 5.0% to 5.5% aided relative Fund performance, as did holdings in the hospital sector, the sector to which the Fund had its largest allocation. Security selection in the appropriation and pre-refunded/escrowed-to-maturity sectors detracted from relative Fund performance.

During the reporting period, leverage contributed to Fund performance. 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, the 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.

We wish to remind you that the Fund is subject to interest rate risk, meaning when interest rates rise, the value of fixed income securities tends to fall. This risk may be greater in the current market environment because interest rates are at or near historic lows. The degree to which the value of fixed income securities may decline due to rising interest rates may vary depending on the speed and magnitude of the increase in interest rates, as well as individual security characteristics such as price, maturity, duration and coupon and market forces such as supply and demand for similar securities. We are monitoring interest rates,

and the market, economic and geopolitical factors that may impact the direction, speed and magnitude of changes to interest rates across the maturity spectrum, including the potential impact of monetary policy changes by the Fed and certain foreign central banks. If interest rates rise, markets may experience increased volatility, which may affect the value and/ or liquidity of certain of the Fund’s investments.

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

 

1 Source: US Census Bureau
2 Source: Bureau of Labor Statistics
3 Sources: Standard & Poor’s, Moody’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. If securities are rated differently by the rating agencies, the higher rating is applied. For more information on the rating methodology, please visit www.standardandpoors.com and select “Understanding Ratings” under Rating Resources on the homepage, and www.moodys.com and select “Rating Methodologies” under Research and Ratings on the homepage.
4 Source: S&P Dow Jones
5 Source: Federal Reserve Bank of New York

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.

LOGO  

William Black

Chartered Financial Analyst, Portfolio Manager, is manager of Invesco California Tax-Free Income Fund. He joined

Invesco in 2010. Mr. Black earned a BS in engineering and public policy from Washington University in St. Louis and an MBA from Kellogg School of Management, Northwestern University.
LOGO  

Mark Paris

Portfolio Manager, is manager of Invesco California Tax-Free Income Fund. He joined Invesco in 2010. Mr. Paris earned

a BBA in finance from Baruch College, The City University of New York.
LOGO  

James Phillips

Portfolio Manager, is manager of Invesco California Tax-Free Income Fund. He joined Invesco in 2010. Mr. Phillips

earned a BA in American literature from Empire State College and an MBA in finance from University at Albany, The State University of New York.
LOGO  

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.
LOGO  

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.
 

 

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 8/31/05

 

LOGO

1 Source: FactSet Research Systems Inc.

2 Source: Lipper Inc.

 

Past performance cannot guarantee comparable future results.

During the reporting period, the Fund elected to use the S&P Municipal Bond California 5+ Year Investment Grade Index rather than the Barclays California Municipal Index as its style-specific index because the S&P Municipal Bond California 5+ Year Investment Grade Index more closely represents the performance of the types of securities in which the Fund invests. Because this is the first reporting

 

period since we 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.

 

 

 

continued from page 9

 

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 (NAVs) 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 NAVs for shareholder transactions and the returns based on those NAVs may differ from the NAVs and returns reported in the Financial Highlights.

    

 

 

 

6                         Invesco California Tax-Free Income Fund


 Average Annual Total Returns  

 As of 8/31/15, including maximum applicable sales  charges

 

   

 Class A Shares

        

 Inception (7/28/97)

     4.33

 10 Years

     3.81   

   5 Years

     3.98   

   1 Year

     -0.92   

 Class B Shares

        

 Inception (7/11/84)

     6.21

 10 Years

     4.29   

   5 Years

     4.60   

   1 Year

     -1.47   

 Class C Shares

        

 Inception (7/28/97)

     4.07

 10 Years

     3.74   

   5 Years

     4.35   

   1 Year

     1.88   

 Class Y Shares

        

 Inception (7/28/97)

     4.84

 10 Years

     4.52   

   5 Years

     5.14   

   1 Year

     3.65   

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,

 Average Annual Total Returns   
 As of 6/30/15, the most recent calendar quarter  end, including maximum applicable sales  charges     

 Class A Shares

        

 Inception (7/28/97)

     4.30

 10 Years

     3.74   

   5 Years

     4.60   

   1 Year

     -0.08   

 Class B Shares

        

 Inception (7/11/84)

     6.21

 10 Years

     4.23   

   5 Years

     5.24   

   1 Year

     -0.68   

 Class C Shares

        

 Inception (7/28/97)

     4.05

 10 Years

     3.68   

   5 Years

     5.01   

   1 Year

     2.80   

 Class Y Shares

        

 Inception (7/28/97)

     4.82

 10 Years

     4.47   

   5 Years

     5.79   

   1 Year

     4.59   

Class C and Class Y shares was 0.93%, 0.93%, 1.43% and 0.69%, 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.

Fund performance reflects any applicable fee waivers and/or expense reimbursements. Had the adviser not waived fees and/or reimbursed expenses currently or in the past, returns would have been lower. See current prospectus for more information.

    

 

 

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, 2015, 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   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   Bond insurance risk. Some of the municipal obligations in which the Fund invests will be covered by insurance at the time of issuance or at a later date. Such insurance guarantees that interest payments on a bond will be made on time and that principal will be repaid when the bond matures. Insured municipal obligations would generally be assigned a lower rating if the rating were based primarily on the credit quality of the issuer without regard to the insurance feature. If the claims-paying ability of the insurer were downgraded, the ratings on the municipal obligations it insures may also be downgraded. Insurance does not protect the Fund against losses caused by declines in a bond’s value due to a change in market conditions.
n   California and US territories municipal securities 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. As with California municipal securities, events in any of the territories where the Fund is invested may affect the Fund’s investments and its performance.
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   Changing fixed income market conditions risk. The current low interest rate environment was created in part by the Federal Reserve Board (FRB) and certain foreign central banks keeping the federal funds and equivalent foreign rates at or near zero. There is a risk that interest rates will rise when the FRB and central banks raise these rates. This risk is heightened due to the completion of the FRB’s quantitative easing program and the “tapering” of other similar foreign central bank actions. This eventual increase in the federal funds and equivalent foreign rates may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. In addition, decreases in fixed income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed income markets. As a result, the value of the Fund’s investments and share price may decline. Changes in central bank policies could also result in higher than normal shareholder redemptions, which could potentially increase portfolio turnover and the Fund’s transaction costs.
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   Derivatives risk. The value of a derivative instrument depends largely on (and is derived from) the value of an underlying security, currency, commodity, interest rate, index or other asset (each referred to as an underlying asset). In addition to risks relating to the underlying assets, the use of derivatives
 

 

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

 

  may include other, possibly greater, risks, including counterparty, leverage and liquidity risks. Counterparty risk is the risk that the counterparty to the derivative contract will default on its obligation to pay the Fund the amount owed or otherwise perform under the derivative contract. Derivatives create leverage risk because they do not require payment up front equal to the economic exposure created by owning the derivative. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative, which may make the Fund’s returns more volatile and increase the risk of loss. Derivative instruments may also be less liquid than more traditional investments and the Fund may be unable to sell or close out its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. Derivatives may also be harder to value, less tax efficient and subject to changing government regulation that could impact the Fund’s ability to use certain derivatives or their cost. Also, derivatives used for hedging or to gain or limit exposure to a particular market segment may not provide the expected benefits, particularly during adverse market conditions.
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   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.

 

 

 

 

 

 

 

continued on page 9

 

 

8                          Invesco California Tax-Free Income Fund


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   Inverse floating rate obligations risk. Inverse floating rate obligations, including tender option bonds, may be subject to greater price volatility than a fixed income security with similar qualities. When short-term interest rates rise, they may decrease in value and produce less or no income. Additionally, these securities may lose principal. Similar to derivatives, inverse floating rate obligations have the following risks: counterparty, leverage, correlation, liquidity, market, interest rate, and management risks.
n   Liquidity risk. The Fund may hold illiquid securities that it may be 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   Medium- and lower-grade municipal securities risk. Securities which are in the medium- and lower-grade categories generally offer higher yields than are offered by higher-grade securities of similar maturity, but they also generally involve more volatility and greater risks, such as greater credit risk, market risk, liquidity risk, management risk, and regulatory risk. Furthermore, many medium- and lower-grade securities are not listed for trading on any national securities exchange and many issuers of medium- and lower-grade securities choose not to have a rating assigned to their obligations by any nationally recognized statistical rating organization. As a result, the Fund’s portfolio may consist of a higher portion of unlisted or unrated securities as compared with an investment company that invests solely in higher-grade securities. Unrated securities are usually not as attractive to as many buyers as are rated securities, a factor which may make unrated securities less marketable.
   

These factors may have the effect of limiting the availability of the securities for purchase by the Fund and may also limit the ability of the Fund to sell such securities at their fair value either to meet redemption requests or in response to changes in the economy or the financial markets. Investors should carefully consider the risks of owning shares of a Fund which invests in medium- and lower-grade municipal securities before investing in the Fund.

n   Municipal issuer focus risk. The Fund generally considers investments in municipal securities not to be subject to industry concentration policies (issuers of municipal securities as a group is not an industry) and the Fund may invest in municipal securities issued by entities having similar characteristics. The issuers may be located in the same geographic area or may pay their interest obligations from revenue of similar projects, such as hospitals, airports, utility systems and housing finance agencies. This may make the Fund’s investments more susceptible to similar social, economic, political or regulatory occurrences. As the similarity in issuers increases, the potential for fluctuation in the Fund’s net asset value also increases.
n   Municipal securities risk. The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
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   Variable-rate demand notes risk. The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and the Fund could suffer a loss if the issuer defaults during periods in which the Fund is not entitled to exercise its demand rights.
 
n   When-issued and delayed delivery risks. When-issued and delayed delivery transactions are subject to market risk as the value or yield of a security at delivery may be more or less than the purchase price or the yield generally available on securities when delivery occurs. In addition, the Fund is subject to counterparty risk because it relies on the buyer or seller, as the case may be, to consummate the transaction, and failure by the other party to complete the transaction may result in the Fund missing the opportunity of obtaining a price or yield considered to be advantageous.
n   Zero coupon or pay-in-kind securities risk. The value, interest rates, and liquidity of non-cash paying instruments, such as zero coupon and pay-in-kind securities, are subject to greater fluctuation than other types of securities. The higher yields and interest rates on pay-in-kind securities reflect the payment deferral and increased credit risk associated with such instruments and that such investments may represent a higher credit risk than coupon loans. Pay-in-kind securities may have a potential variability in valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral.

 

 

About indexes used in this report

n   The S&P Municipal Bond Index is a broad, market value-weighted index that seeks to measure the performance of the US municipal bond market.
n   The S&P Municipal Bond California 5+ Year Investment Grade Index is a subset of the broad S&P Municipal Bond Index. This index of market value-weighted investment grade US municipal bonds seeks to measure the performance of California-issued US municipals whose maturities are greater than or equal to 5 years.
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 S&P Municipal Bond California Index is a broad, market value-weighted index that seeks to measure the performance of bonds issued within California.

 

continued on page 6

 

 

9                         Invesco California Tax-Free Income Fund


Schedule of Investments

August 31, 2015

 

     Interest
Rate
    Maturity
Date
     Principal
Amount
(000)
    
Value
 

Municipal Obligations–106.59%

  

California–102.09%   

ABAG Finance Authority For Nonprofit Corps. (Sharp HealthCare); Series 2014 A, RB

    5.00     08/01/43       $ 500       $ 554,370   

Alhambra (City of) (Atherton Baptist Homes); Series 2010 A, RB

    7.63     01/01/40         1,575         1,680,777   

Alhambra Elementary School District (Election of 1999); Series 1999 A, Unlimited Tax CAB GO Bonds (INS–AGM)(a)(b)

    0.00     09/01/20         1,925         1,720,526   

Anaheim (City of) Public Financing Authority (Anaheim Public Improvements); Series 1997 C, Sub. Lease RB (INS–AGM)(a)

    6.00     09/01/16         2,110         2,167,476   

Anaheim (City of) Public Financing Authority (Electric System Distribution Facilities);
Series 2011 A, RB

    5.38     10/01/36         2,500         2,919,500   

Arcadia Unified School District (Election of 2006); Series 2007 A, Unlimited Tax GO Bonds
(INS–AGM)(a)

    5.00     08/01/37         1,500         1,580,295   

Bakersfield (City of); Series 2007 A, Wastewater RB(c)(d)

    5.00     09/15/17         2,215         2,413,398   

Bay Area Governments Association (California Capital); Series 2001 A, Lease RB (INS–AMBAC)(a)

    5.25     07/01/17         1,040         1,070,815   

Bay Area Toll Authority (San Francisco Bay Area);

         

Series 2008 F-1, Toll Bridge RB(c)(d)(e)

    5.00     04/01/18         1,250         1,385,663   

Series 2008 F-1, Toll Bridge RB(c)(d)

    5.00     04/01/18         2,500         2,771,325   

Series 2009 F-1, Toll Bridge RB(c)(d)(e)

    5.13     04/01/19         1,500         1,720,395   

Series 2009 F-1, Toll Bridge RB(c)(d)(e)

    5.25     04/01/19         4,685         5,393,981   

Series 2009 F-1, Toll Bridge RB(c)(d)(e)

    5.25     04/01/19         5,205         5,992,673   

Bay Area Water Supply & Conservation Agency; Series 2013 A, RB

    5.00     10/01/34         1,500         1,717,410   

Beverly Hills Unified School District (Election of 2008);

         

Series 2009, Unlimited Tax CAB GO Bonds(b)

    0.00     08/01/26         1,465         1,071,706   

Series 2009, Unlimited Tax CAB GO Bonds(b)

    0.00     08/01/32         3,045         1,691,650   

Brea Olinda Unified School District; Series 2002 A, Ref. COP (INS–AGM)(a)

    5.50     08/01/18         1,090         1,094,850   

California (State of) (Green Bonds); Series 2014, Various Purpose Unlimited Tax GO Bonds

    5.00     10/01/37         1,745         1,983,472   

California (State of) Educational Facilities Authority (Claremont McKenna College); Series 2007, RB(e)

    5.00     01/01/38         2,100         2,262,351   

California (State of) Educational Facilities Authority (Pitzer College); Series 2009, RB

    6.00     04/01/40         2,000         2,365,280   

California (State of) Educational Facilities Authority (University of Southern California); Series 2009 B, RB(e)

    5.25     10/01/39         1,800         2,001,042   

California (State of) Health Facilities Financing Authority (Adventist Health System West); Series 2009 A, RB

    5.75     09/01/39         500         569,875   

California (State of) Health Facilities Financing Authority (Catholic Healthcare West);

         

Series 2009 A, RB

    6.00     07/01/39         500         571,640   

Series 2011 A, RB

    5.25     03/01/41         2,500         2,746,675   

California (State of) Health Facilities Financing Authority (Cedars-Sinai Medical Center); Series 2009, RB

    5.00     08/15/39         1,050         1,164,566   

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         3,278,718   

California (State of) Health Facilities Financing Authority (Kaiser Permanente); Series 2006 A, RB

    5.25     04/01/39         2,000         2,036,540   

California (State of) Health Facilities Financing Authority (Providence Health & Services);

         

Series 2008, RB(c)(d)

    6.50     10/01/18         20         23,438   

Series 2008, RB(c)(d)

    6.50     10/01/18         980         1,148,462   

California (State of) Health Facilities Financing Authority (Scripps Health); Series 2010 A, RB

    5.00     11/15/36         4,000         4,491,920   

California (State of) Health Facilities Financing Authority (St. Joseph Health System); Series 2013 A, RB

    5.00     07/01/37         1,000         1,118,660   

California (State of) Health Facilities Financing Authority (Stanford Hospital); Series 2008 A-2, Ref. RB

    5.25     11/15/40         2,000         2,329,260   

California (State of) Health Facilities Financing Authority (Sutter Health); Series 2011 B, RB

    5.50     08/15/26         1,000         1,164,330   

California (State of) Municipal Finance Authority (American Heritage Education Foundation); Series 2006 A, Education RB

    5.25     06/01/26         1,000         1,008,050   

California (State of) Municipal Finance Authority (Caritas Affordable Housing, Inc.);

         

Series 2012 A, Mobile Home Park RB

    5.50     08/15/47         1,500         1,649,325   

Series 2014 A, Sr. Mobile Home Park RB

    5.25     08/15/39         1,200         1,303,476   

 

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)          

California (State of) Municipal Finance Authority (Community Hospitals of Central California Obligated Group);

         

Series 2007, COP

    5.00     02/01/20       $ 2,385       $ 2,501,197   

Series 2007, COP

    5.25     02/01/37         500         517,240   

California (State of) Municipal Finance Authority (Eisenhower Medical Center);

         

Series 2010 A, RB

    5.50     07/01/30         1,000         1,085,630   

Series 2010 A, RB

    5.75     07/01/40         1,500         1,638,690   

California (State of) Municipal Finance Authority (Emerson College); Series 2011, RB

    5.75     01/01/33         1,315         1,510,672   

California (State of) Municipal Finance Authority (Touro College and University System); Series 2014 A, RB

    5.25     01/01/34         620         672,526   

California (State of) Municipal Finance Authority (University of La Verne); Series 2010 A, RB

    6.13     06/01/30         1,000         1,146,280   

California (State of) Pollution Control Finance Authority; Series 2012, Water Furnishing RB(f)(g)

    5.00     07/01/37         3,000         3,193,350   

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         2,066,340   

California (State of) Public Works Board (Various Capital); Series 2011 A, Lease RB

    5.13     10/01/31         2,000         2,292,100   

California (State of) Public Works Board (Various Correctional Facilities); Series 2014 A, Lease RB

    5.00     09/01/39         1,735         1,950,123   

California (State of) Public Works Board (Various State Universities); Series 2013 H, Lease RB

    5.00     09/01/38         1,000         1,123,160   

California (State of) School Finance Authority (Alliance for College-Ready Public Schools); Series 2013 A, School Facility RB

    6.30     07/01/43         840         949,267   

California (State of) School Finance Authority (Alliance For College-Ready Public Schools); Series 2015, School Facility RB(g)

    5.00     07/01/45         615         629,840   

California (State of) School Finance Authority (KIPP LA);Series 2015 A, Facilities RB

    5.00     07/01/45         500         525,340   

California (State of) Statewide Communities Development Authority (Adventist Health System);

         

Series 2015, Ref. RB

    5.00     03/01/33         775         868,814   

Series 2015, Ref. RB

    5.00     03/01/45         2,315         2,550,528   

California (State of) Statewide Communities Development Authority (Alliance for College-Ready Public Schools); Series 2012, School Facility RB

    6.10     07/01/32         820         887,035   

California (State of) Statewide Communities Development Authority (American Baptist Homes of the West); Series 2010, RB

    6.25     10/01/39         2,000         2,205,520   

California (State of) Statewide Communities Development Authority (California Baptist University);

         

Series 2007 A, RB

    5.40     11/01/27         1,785         1,848,457   

Series 2014 A, RB

    5.13     11/01/23         715         757,492   

California (State of) Statewide Communities Development Authority (Cottage Health System Obligated Group); Series 2010, RB

    5.25     11/01/30         1,675         1,896,033   

California (State of) Statewide Communities Development Authority (Henry Mayo Newhall Memorial Hospital); Series 2014 A, RB (INS–AGM)(a)

    5.25     10/01/43         600         669,948   

California (State of) Statewide Communities Development Authority (Huntington Memorial Hospital); Series 2014 B, Ref. RB

    5.00     07/01/44         750         827,918   

California (State of) Statewide Communities Development Authority (Loma Linda University Medical Center); Series 2014, RB

    5.50     12/01/54         1,500         1,585,035   

California (State of) Statewide Communities Development Authority (Methodist Hospital); Series 2009, RB (CEP–FHA)

    6.75     02/01/38         445         525,563   

California (State of) Statewide Communities Development Authority (Southern California Presbyterian Homes);

         

Series 2009, Senior Living RB(g)

    6.25     11/15/19         2,000         2,185,000   

Series 2009, Senior Living RB(g)

    7.25     11/15/41         500         582,375   

California (State of) Statewide Communities Development Authority (Terraces at San Joaquin Garden); Series 2012, RB

    5.63     10/01/32         1,000         1,062,410   

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         2,208,100   

California (State of) Statewide Finance Authority (Pooled Tobacco Securitization); Series 2006 A, Tobacco Settlement CAB Turbo RB(b)

    0.00     06/01/46         8,000         790,800   

California (State of);

         

Series 2009, Various Purpose Unlimited Tax GO Bonds

    5.75     04/01/31         5,000         5,793,650   

Series 2009, Various Purpose Unlimited Tax GO Bonds

    6.00     11/01/35         1,750         2,086,437   

Series 2009, Various Purpose Unlimited Tax GO Bonds

    6.00     04/01/38         1,250         1,456,938   

Series 2010, Unlimited Tax GO Bonds

    5.25     11/01/40         3,000         3,497,100   

Series 2011, Various Purpose Unlimited Tax GO Bonds

    5.00     09/01/32         2,450         2,780,529   

Series 2011, Various Purpose Unlimited Tax GO Bonds

    5.00     10/01/41         2,500         2,792,275   

Series 2012, Ref. Unlimited Tax GO Bonds

    5.25     02/01/30         1,000         1,156,940   

 

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)          

California Infrastructure & Economic Development Bank (Broad Museum); Series 2011 A, RB

    5.00     06/01/21       $ 2,000       $ 2,373,640   

California State University;

         

Series 2009 A, Systemwide RB (INS–AGC)(a)

    5.25     11/01/38         1,000         1,130,490   

Series 2012 A, Systemwide RB(e)

    5.00     11/01/37         6,750         7,595,977   

Chino Basin Regional Financing Authority (Inland Empire Utilities Agency); Series 2008 A, RB
(INS–AMBAC)(a)

    5.00     11/01/33         725         779,767   

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         465,130   

Desert Community College District (Election of 2004); Series 2007 C, Unlimited Tax GO Bonds
(INS–AGM)(a)

    5.00     08/01/37         2,500         2,666,525   

East Bay Municipal Utility District; Series 2010 A, Ref. Sub. Water System RB

    5.00     06/01/36         2,000         2,289,160   

Eden (Township of) Healthcare District; Series 2010, COP

    6.13     06/01/34         1,000         1,068,060   

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         1,127,680   

El Segundo Unified School District (Election of 2008); Series 2009 A, Unlimited Tax CAB GO Bonds(b)

    0.00     08/01/33         4,430         2,050,868   

Emeryville (City of) Public Financing Authority (Alameda County);

         

Series 2014 A, Ref. Tax Allocation RB (INS–AGM)(a)

    5.00     09/01/32         445         504,977   

Series 2014 A, Ref. Tax Allocation RB (INS–AGM)(a)

    5.00     09/01/33         385         436,567   

Series 2014 A, Ref. Tax Allocation RB (INS–AGM)(a)

    5.00     09/01/34         500         566,135   

Fairfield (City of) Community Facilities District No. 3 (North Cordelia General Improvements); Series 2008, Special Tax RB

    6.00     09/01/32         1,800         1,989,414   

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         1,503,255   

Fontana (City of) Redevelopment Agency (Downtown Redevelopment); Series 2000, Ref. Tax Allocation RB (INS–NATL)(a)

    5.00     09/01/21         1,480         1,482,590   

Foothill-Eastern Transportation Corridor Agency; Series 2015, Ref. CAB Toll Road RB (INS–AGM)(a)(b)

    0.00     01/15/35         2,745         1,177,989   

Fremont Community Facilities District No. 1 (Pacific Commons);

         

Series 2015, Ref. Special Tax RB

    5.00     09/01/35         815         873,525   

Series 2015, Ref. Special Tax RB

    5.00     09/01/45         905         960,585   

Fullerton (City of) Community Facilities District No. 1 (Amerige Heights);

         

Series 2012, Ref. Special Tax RB

    5.00     09/01/26         1,960         2,213,310   

Series 2012, Ref. Special Tax RB

    5.00     09/01/32         1,090         1,192,144   

Gilroy Unified School District (Election of 2008);

         

Series 2009 A, Unlimited Tax CAB GO Bonds(b)(d)

    0.00     08/01/29         615         413,378   

Series 2009 A, Unlimited Tax CAB GO Bonds(b)(d)

    0.00     08/01/31         2,235         1,403,424   

Series 2009 A, Unlimited Tax CAB GO Bonds (INS–AGC)(a)(b)

    0.00     08/01/29         4,735         2,809,938   

Series 2009 A, Unlimited Tax CAB GO Bonds (INS–AGC)(a)(b)

    0.00     08/01/31         1,415         746,894   

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         2,434,773   

Golden State Tobacco Securitization Corp.;

         

Series 2007 A-1, Sr. Tobacco Settlement Asset-Backed RB

    4.50     06/01/27         2,740         2,615,193   

Series 2007 A-1, Sr. Tobacco Settlement Asset-Backed RB

    5.00     06/01/33         3,440         2,924,378   

Series 2007 A-1, Sr. Tobacco Settlement Asset-Backed RB

    5.13     06/01/47         2,000         1,568,220   

Series 2013 A, Enhanced Tobacco Settlement Asset-Backed RB

    5.00     06/01/30         2,000         2,265,820   

Series 2015 A, Ref. Tobacco Settlement Asset-Backed RB

    5.00     06/01/40         1,170         1,296,512   

Inglewood (City of) Redevelopment Agency (Merged Redevelopment); Series 1998 A, Ref. Tax Allocation RB (INS–AMBAC)(a)

    5.25     05/01/23         1,000         1,096,160   

Inland Empire Tobacco Securitization Authority; Series 2007 A, Tobacco Settlement RB

    4.63     06/01/21         1,725         1,692,225   

Irvine (City of) Community Facilities District No. 2013-3 (Great Park Improvement Area No. 1) ;

         

Series 2014, Special Tax RB

    5.00     09/01/44         445         476,969   

Series 2014, Special Tax RB

    5.00     09/01/49         445         476,969   

Irvine Unified School District (Community Facilities District No. 06-1- Portola Springs); Series 2010, Special Tax RB

    6.70     09/01/35         515         594,676   

Irvine Unified School District; Series 2015, Ref. Special Tax RB

    5.00     09/01/38         3,500         3,951,395   

Kern (County of) (Capital Improvments); Series 2009 A, COP (INS–AGC)(a)

    5.75     08/01/35         1,000         1,127,520   

Kern (County of) Water Agency Improvement District No. 4; Series 2008 A, Water Revenue COP
(INS–AGC)(a)

    5.00     05/01/28         1,700         1,862,809   

 

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)          

Lodi (City of); Series 2007 A, Wastewater System Revenue COP (INS–AGM)(a)

    5.00     10/01/37       $ 1,000       $ 1,069,220   

Long Beach (City of) Bond Finance Authority (Aquarium of the Pacific); Series 2012, Ref. RB

    5.00     11/01/29         2,000         2,241,520   

Long Beach (City of) Bond Finance Authority (Natural Gas Purchase); Series 2007 A, RB

    5.50     11/15/32         1,105         1,302,088   

Long Beach (City of) Financing Authority; Series 1992, RB (INS–AMBAC)(a)

    6.00     11/01/17         9,575         9,900,837   

Long Beach (City of);

         

Series 2010 A, Sr. Airport RB

    5.00     06/01/40         2,500         2,742,925   

Series 2015, Marina System RB

    5.00     05/15/45         1,615         1,728,987   

Los Angeles (City of) Community Facilities District No. 4 (Playa Vista–Phase 1); Series 2014, Ref. Special Tax RB

    5.00     09/01/31         600         670,446   

Los Angeles (City of) Department of Airports (Los Angeles International Airport);

         

Series 2010 A, Sr. RB

    5.00     05/15/35         2,500         2,831,500   

Series 2010 B, Sub. RB

    5.00     05/15/40         1,000         1,124,950   

Series 2013, RB(f)

    5.00     05/15/43         3,000         3,303,600   

Los Angeles (City of) Department of Airports; Series 2015 C, Ref. Sub. RB

    5.00     05/15/38         1,000         1,137,480   

Los Angeles (City of) Department of Water & Power;

         

Series 2011 A, Power System RB(e)

    5.00     07/01/22         1,800         2,152,260   

Series 2011 A, Water System RB

    5.25     07/01/39         1,500         1,710,270   

Subseries 2006 A-1, Water System RB (INS–AMBAC)(a)

    5.00     07/01/36         1,485         1,536,812   

Subseries 2007 A-1, Power System RB (INS–AMBAC)(a)

    5.00     07/01/37         1,000         1,070,300   

Subseries 2008 A-1, Power System RB

    5.25     07/01/38         2,000         2,202,860   

Los Angeles (City of) Harbor Department; Series 2014 A, Ref. RB(f)

    5.00     08/01/36         1,000         1,122,970   

Los Angeles Community College District (Election of 2003); Series 2008 F-1, Unlimited Tax GO Bonds(c)(d)(e)

    5.00     08/01/18         2,000         2,241,040   

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         941,982   

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         1,066,900   

Series 2009 I, Unlimited Tax GO Bonds (INS–AGC)(a)

    5.00     01/01/34         3,000         3,380,130   

M-S-R Energy Authority; Series 2009 B, Gas RB

    6.13     11/01/29         1,600         1,976,672   

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         392,760   

Montclair (City of) Redevelopment Agency (Montclair Redevelopment Project No. V); Series 2001, Ref. Tax Allocation RB (INS–NATL)(a)

    5.00     10/01/20         1,120         1,122,442   

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         1,118,700   

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         428,770   

Morongo Band of Mission Indians (The) (Enterprise Casino); Series 2008 B, RB(g)

    6.50     03/01/28         1,000         1,111,380   

National City (City of) Community Development Commission (National City Redevelopment); Series 2011, Tax Allocation RB

    7.00     08/01/32         1,500         1,873,035   

Norco (City of) Financing Authority; Series 2009, Ref. Enterprise RB (INS–AGM)(a)

    5.63     10/01/34         1,000         1,130,740   

Oakland Unified School District (County of Alameda, California); Series 2015 A, Unlimited Tax GO Bonds

    5.00     08/01/40         1,070         1,167,841   

Palomar Pomerado Health; Series 2009, COP

    6.75     11/01/39         2,000         2,189,340   

Panama-Buena Vista Union School District (School Construction); Series 2006, COP(c)(d)

    5.00     09/01/16         1,045         1,094,376   

Paramount Unified School District (Election of 2006); Series 2007, Unlimited Tax GO Bonds(c)(d)

    5.25     08/01/17         1,600         1,743,328   

Pittsburg Unified School District (Election of 2006); Series 2009 B, Unlimited Tax GO Bonds(c)(d)

    5.50     08/01/18         1,000         1,135,210   

Pomona (City of) Public Financing Authority (Merged Redevelopment);

         

Series 2001 AD, Tax Allocation RB (INS–NATL)(a)

    5.00     02/01/16         1,110         1,113,929   

Series 2007 AW, Sub. RB

    5.13     02/01/33         1,075         1,078,311   

Port Hueneme (City of) (Capital Improvement Program); Series 1992, Ref. COP (INS–NATL)(a)

    6.00     04/01/19         840         915,558   

Rancho Cordova (City of) Community Facilities District No. 2003-1 (Sunridge Anatolia); Series 2012, Ref. Special Tax RB

    5.00     09/01/27         1,000         1,111,200   

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         1,065,430   

 

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)          

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       $ 1,405,320   

Regents of the University of California;

         

Series 2009 E, Medical Center Pooled RB

    5.50     05/15/27         2,500         2,717,700   

Series 2009 O, General RB(c)(d)(e)

    5.75     05/15/19         705         826,951   

Series 2009 O, General RB(c)(d)(e)

    5.75     05/15/19         1,050         1,231,629   

Series 2009 Q, General RB(e)(h)

    5.00     05/15/34         920         985,513   

Riverside (City of);

         

Series 2008 B, Water RB (INS–AGM)(a)

    5.00     10/01/33         1,000         1,104,190   

Series 2008 D, Electric RB (INS–AGM)(a)

    5.00     10/01/38         1,800         1,967,580   

Riverside (County of) Community Facilities District No. 07-2 (Clinton Keith); Series 2015, Special Tax Bonds

    5.00     09/01/44         1,000         1,033,400   

Riverside (County of) Transportation Commission; Series 2010 A, Limited Sales Tax RB

    5.00     06/01/32         1,500         1,713,930   

Romoland School District Community Facilities No. 2004-1; Series 2015, Ref. Special Tax Bonds

    5.00     09/01/38         1,000         1,066,180   

Sacramento (County of) Sanitation Districts Financing Authority (Sacramento Regional County Sanitation District); Series 2006, RB(c)(d)

    5.00     06/01/16         2,000         2,072,340   

Sacramento (County of);

         

Series 2008 A, Sr. Airport System RB (INS–AGM)(a)

    5.00     07/01/32         1,000         1,087,270   

Series 2008 A, Sr. Airport System RB (INS–AGM)(a)

    5.00     07/01/41         1,015         1,103,579   

Series 2010, Sr. Airport System RB

    5.00     07/01/40         2,200         2,453,638   

San Buenaventura (City of) (Community Memorial Health System); Series 2011, RB

    7.50     12/01/41         2,000         2,433,540   

San Diego (City of) Public Facilities Financing Authority (Southcrest & Central Imperial Redevelopment); Series 2007 B, Pooled Financing Tax Allocation RB (INS–AGC)(a)

    5.25     10/01/27         2,535         2,634,195   

San Diego (City of) Public Facilities Financing Authority; Subseries 2012 A, Ref. Water RB

    5.00     08/01/32         2,215         2,529,907   

San Diego (County of) Regional Transportation Commission; Series 2014 A, Sales & Use Tax RB(e)

    5.00     04/01/48         2,980         3,370,171   

San Diego Community College District (Election of 2002); Series 2009, Unlimited Tax GO Bonds(e)

    5.25     08/01/33         1,500         1,714,515   

San Diego Community College District (Election of 2006); Series 2011, Unlimited Tax GO Bonds

    5.00     08/01/31         2,500         2,887,950   

San Francisco (City & County of) Airport Commission (San Francisco International Airport);

         

Series 2009 E, Second Series RB

    6.00     05/01/39         1,000         1,161,380   

Series 2011 C, Ref. Second Series RB(f)

    5.00     05/01/23         5,000         5,701,000   

Series 2011 G, Second Series RB

    5.25     05/01/28         2,000         2,349,720   

San Francisco (City & County of) Public Utilities Commission (Water System Improvement Program); Subseries 2011 A, Water RB

    5.00     11/01/36         4,000         4,616,000   

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         1,203,760   

San Francisco (City & County of) Redevelopment Financing Authority (Mission Bay South Redevelopment); Series 2011 D, Tax Allocation RB

    7.00     08/01/33         500         598,940   

San Francisco (City & County of) Successor Agency to the Redevelopment Agency (Mission Bay South Redevelopment); Series 2014 A, Tax Allocation RB

    5.00     08/01/43         1,060         1,152,898   

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         544,185   

San Francisco (City of) Bay Area Rapid Transit District; Series 2012 A, RB

    5.00     07/01/36         1,000         1,120,730   

San Joaquin Hills Transportation Corridor Agency; Series 2014 B, Ref. Jr. Toll Road RB

    5.25     01/15/44         2,000         2,159,600   

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         1,656,759   

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         1,655,505   

Santa Clara (County of) Financing Authority (Multiple Facilities); Series 2008 L, Ref. Lease RB

    5.25     05/15/36         3,000         3,273,870   

Santa Margarita Water District (Community Facilities District No. 2013-1);

         

Series 2013, Special Tax RB

    5.63     09/01/36         1,000         1,114,420   

Series 2013, Special Tax RB

    5.63     09/01/43         1,000         1,108,390   

Santaluz Community Facilities District No. 2 (Improvement Area No. 1);

         

Series 2011 A, Ref. Special Tax RB

    5.00     09/01/28         825         905,792   

Series 2011 A, Ref. Special Tax RB

    5.00     09/01/29         715         782,303   

Series 2011 A, Ref. Special Tax RB

    5.10     09/01/30         465         509,533   

 

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

 

14                         Invesco California Tax-Free Income Fund


     Interest
Rate
    Maturity
Date
     Principal
Amount
(000)
    
Value
 
California–(continued)          

Sierra View Local Health Care District; Series 2007, RB

    5.25     07/01/32       $ 1,500       $ 1,566,270   

Silicon Valley Tobacco Securitization Authority (Santa Clara); Series 2007 A, CAB Turbo RB(b)

    0.00     06/01/36         3,000         690,660   

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         2,165,917   

Series 2007 C, Unlimited Tax CAB GO Bonds (INS–AGM)(a)(b)

    0.00     08/01/30         2,765         1,497,220   

South Orange (County of) Public Financing Authority (Ladera Ranch); Series 2014 A, Ref. Sr. Lien Special Tax RB

    5.00     08/15/34         895         997,048   

Southern California Metropolitan Water District; Series 2009 B, Ref. RB(e)

    5.00     07/01/27         8,585         9,718,048   

Southern California Public Power Authority (Milford Wind Corridor Phase II);

         

Series 2011 1, RB(e)

    5.25     07/01/31         2,100         2,415,924   

Series 2011-1, RB(e)

    5.25     07/01/29         2,100         2,446,920   

Southern California Tobacco Securitization Authority (San Diego County Tobacco Asset Securitization Corp.); Series 2006 A-1, Sr. Tobacco Settlement Asset-Backed RB

    5.13     06/01/46         2,700         2,264,247   

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         2,166,727   

Tustin (City of) Public Financing Authority; Series 2011 A, Water RB

    5.00     04/01/41         1,000         1,097,240   

Tustin Unified School District (Community Facilities District No. 97-1); Series 2015, Ref. Special Tax RB

    5.00     09/01/38         3,000         3,320,880   

Val Verde Unified School District; Series 2009 A, Ref. COP (INS–AGC)(a)

    5.13     03/01/36         1,475         1,618,813   

Walnut (City of) Energy Center Authority; Series 2010 A, Ref. RB

    5.00     01/01/35         3,000         3,340,020   

West Contra Costa Unified School District; Series 2005, Unlimited Tax CAB GO Bonds (INS–NATL)(a)(b)

    0.00     08/01/25         2,500         1,776,950   

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         1,128,550   

Whittier (City of) (Presbyterian Intercommunity Hospital, Inc.); Series 2014, Health Facility RB

    5.00     06/01/44         1,500         1,631,100   

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         3,537,971   
                                375,768,470   
Guam–1.48%   

Guam (Territory of) (Section 30);

         

Series 2009 A, Limited Obligation RB

    5.38     12/01/24         1,000         1,105,730   

Series 2009 A, Limited Obligation RB

    5.63     12/01/29         660         729,168   

Guam (Territory of) International Airport Authority; Series 2013 C, General RB(f)

    6.25     10/01/34         1,000         1,163,060   

Guam (Territory of) Waterworks Authority; Series 2014 A, Ref. Water & Wastewater System RB

    5.00     07/01/35         765         829,712   

Guam (Territory of); Series 2011 A, Business Privilege Tax RB

    5.13     01/01/42         1,500         1,617,870   
                                5,445,540   
Puerto Rico–1.09%   

Puerto Rico (Commonwealth of) Public Buildings Authority; Series 2002 D, RB(c)(d)

    5.45     07/01/17         3,680         4,004,540   
Virgin Islands–1.93%          

Virgin Islands (Government of) Port Authority;

         

Series 2014 A, Ref. Marine RB(f)

    5.00     09/01/29         1,645         1,807,444   

Series 2014 A, Ref. RB(f)

    5.00     09/01/33         1,500         1,621,860   

Virgin Islands (Government of) Public Finance Authority (Matching Fund Loan Note — Diageo); Series 2009 A, Sub. RB

    6.63     10/01/29         1,675         1,877,574   

Virgin Islands (Government of) Public Finance Authority (Matching Fund Loan Note); Series 2010 A, Sr. Lien RB

    5.00     10/01/25         1,600         1,785,744   
                                7,092,622   

TOTAL INVESTMENTS(i)–106.59% (Cost $356,635,205)

                              392,311,172   

FLOATING RATE NOTE OBLIGATIONS–(8.45)%

         

Notes with interest and fee rates ranging from 0.54% to 0.75% at 08/31/2015 and contractual maturities of collateral ranging from 07/01/22 to 04/01/48 (See Note 1J)(j)

                              (31,105,000

OTHER ASSETS LESS LIABILITIES–1.86%

                              6,851,335   

NET ASSETS–100.00%

                            $ 368,057,507   

 

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

 

15                         Invesco California Tax-Free Income Fund


Investment Abbreviations:

 

AGC  

– Assured Guaranty Corp.

AGM  

– Assured Guaranty Municipal Corp.

AMBAC  

– American Municipal Bond Assurance Corp.

CAB  

– Capital Appreciation Bonds

CEP  

– Credit Enhancement Provider

COP  

– Certificates of Participation

FHA  

– Federal Housing Administration

GO  

– General Obligation

INS  

– Insurer

Jr.  

– Junior

NATL  

– National Public Finance Guarantee Corp.

RB  

– Revenue Bonds

Ref.  

– Refunding

Sr.  

– Senior

Sub.  

– Subordinated

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 TOB Trusts entered into by the Fund. See Note 1J.
(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, 2015 was $7,701,945, which represented 2.09% of the Fund’s Net Assets.
(h)  Security is subject to a reimbursement 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 TOB 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 TOB Trusts.
(i)  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.

     8.9

 

(j)  Floating rate note obligations related to securities held. The interest and fee rates shown reflect the rates in effect at August 31, 2015. At August 31, 2015, the Fund’s investments with a value of $53,455,053 are held by TOB Trusts and serve as collateral for the $31,105,000 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.

 

16                         Invesco California Tax-Free Income Fund


Statement of Assets and Liabilities

August 31, 2015

 

 

Assets:

  

Investments, at value (Cost $356,635,205)

  $ 392,311,172   

Cash

    1,221,334   

Receivable for:

 

Investments sold

    2,080,000   

Fund shares sold

    684,403   

Interest

    4,895,209   

Investment for trustee deferred compensation and retirement plans

    53,362   

Other assets

    33,172   

Total assets

    401,278,652   

Liabilities:

  

Floating rate note obligations

    31,105,000   

Payable for:

 

Investments purchased

    523,615   

Fund shares reacquired

    732,493   

Dividends

    541,634   

Accrued fees to affiliates

    145,414   

Accrued trustees’ and officers’ fees and benefits

    4,018   

Accrued other operating expenses

    46,551   

Trustee deferred compensation and retirement plans

    122,420   

Total liabilities

    33,221,145   

Net assets applicable to shares outstanding

  $ 368,057,507   

Net assets consist of:

  

Shares of beneficial interest

  $ 364,002,769   

Undistributed net investment income

    1,172,059   

Undistributed net realized gain (loss)

    (32,793,288

Net unrealized appreciation

    35,675,967   
    $ 368,057,507   

Net Assets:

  

Class A

  $ 300,873,449   

Class B

  $ 15,150,387   

Class C

  $ 28,335,193   

Class Y

  $ 23,698,478   

Shares outstanding, $0.01 par value per share,
with an unlimited number of shares authorized:

   

Class A

    24,895,169   

Class B

    1,241,805   

Class C

    2,329,352   

Class Y

    1,953,187   

Class A:

 

Net asset value per share

  $ 12.09   

Maximum offering price per share

 

(Net asset value of $12.09 ¸ 95.75%)

  $ 12.63   

Class B:

 

Net asset value and offering price per share

  $ 12.20   

Class C:

 

Net asset value and offering price per share

  $ 12.16   

Class Y:

 

Net asset value and offering price per share

  $ 12.13   
 

 

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

 

17                         Invesco California Tax-Free Income Fund


Statement of Operations

For the year ended August 31, 2015

 

Investment income:

  

Interest

   $ 17,897,126   

Expenses:

  

Advisory fees

     1,734,602   

Administrative services fees

     99,885   

Custodian fees

     6,733   

Distribution fees:

  

Class A

     749,953   

Class B

     35,224   

Class C

     189,995   

Interest, facilities and maintenance fees

     181,644   

Transfer agent fees

     195,730   

Trustees’ and officers’ fees and benefits

     33,125   

Other

     181,889   

Total expenses

     3,408,780   

Less: Expense offset arrangement(s)

     (145

Net expenses

     3,408,635   

Net investment income

     14,488,491   

Realized and unrealized gain (loss) from:

  

Net realized gain (loss) from investment securities

     (24,505

Change in net unrealized appreciation (depreciation) of investment securities

     (2,247,668

Net realized and unrealized gain (loss)

     (2,272,173

Net increase in net assets resulting from operations

   $ 12,216,318   

 

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

 

18                         Invesco California Tax-Free Income Fund


Statement of Changes in Net Assets

For the years ended August 31, 2015 and 2014

 

     2015      2014  

Operations:

  

  

Net investment income

  $ 14,488,491       $ 14,854,955   

Net realized gain (loss)

    (24,505      (3,637,228

Change in net unrealized appreciation (depreciation)

    (2,247,668      32,124,016   

Net increase in net assets resulting from operations

    12,216,318         43,341,743   

Distributions to shareholders from net investment income:

    

Class A

    (11,927,147      (11,020,336

Class B

    (621,320      (2,113,675

Class C

    (862,100      (751,172

Class Y

    (995,664      (926,911

Total distributions from net investment income

    (14,406,231      (14,812,094

Share transactions–net:

    

Class A

    6,401,757         110,057,457   

Class B

    (1,193,174      (143,702,426

Class C

    8,082,680         (2,708,476

Class Y

    1,472,808         137,694   

Net increase (decrease) in net assets resulting from share transactions

    14,764,071         (36,215,751

Net increase (decrease) in net assets

    12,574,158         (7,686,102

Net assets:

    

Beginning of year

    355,483,349         363,169,451   

End of year (includes undistributed net investment income of $1,172,059 and $1,175,971, respectively)

  $ 368,057,507       $ 355,483,349   

Notes to Financial Statements

August 31, 2015

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 thirteen 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

 

19                         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.

The Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain Fund investments.

Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general 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 (net of withholding tax, if any), 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 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 the Statement of Changes in Net Assets, or the net investment income per share and the 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 net investment income, if any, 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.

The Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed the Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

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.

 

20                         Invesco California Tax-Free Income Fund


J. Floating Rate Note Obligations — The Fund invests in inverse floating rate securities, such as Tender Option Bonds (“TOBs”), for investment purposes and to enhance the yield of the Fund. Such securities may be purchased in the secondary market without first owning an underlying bond but generally are created through the sale of fixed rate bonds by the Fund to special purpose trusts established by a broker dealer or by the Fund (“TOB Trusts”) in exchange for cash and residual interests in the TOB Trusts’ assets and cash flows, which are in the form of inverse floating rate securities. The TOB 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 TOB Trusts have interest rates that reset weekly and the floating rate note holders have the option to tender their notes to the TOB Trusts for redemption at par at each reset date. The residual interests held by the Fund (inverse floating rate securities) 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 TOB Trust to the Fund, thereby collapsing the TOB Trust. Inverse floating rate securities 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.

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 decreases in the value of such securities in response to changes in interest rates to a greater extent than fixed rate securities 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 notes created by the TOB Trust may not be able to be sold to third parties or, in the case of holders tendering (or putting) such notes for repayment of principal, may not be able to be remarketed to third parties. In such cases, the TOB Trust holding the fixed rate bonds may be collapsed with the entity that contributed the fixed rate bonds to the TOB Trust. In the case where a TOB Trust is collapsed with the Fund, the Fund will be required to repay the principal amount of the tendered securities, which may require the Fund to sell other portfolio holdings to raise cash to meet that obligation. The Fund could therefore be required to sell other portfolio holdings at a disadvantageous time or price to raise cash to meet this obligation, which risk will be heightened during times of market volatility, illiquidity or uncertainty. The embedded leverage in the TOB Trust could cause the Fund to lose more money than the value of the asset it has contributed to the TOB Trust and greater levels of leverage create the potential for greater losses. In addition, a Fund may enter into reimbursement agreements with the liquidity provider of certain TOB transactions in connection with certain residuals held by the Fund. These agreements commit a Fund to reimburse the liquidity provider to the extent that the liquidity provider must provide cash to a TOB Trust, including following the termination of a TOB Trust resulting from a mandatory tender event (“liquidity shortfall”). The reimbursement agreement will effectively make the Fund liable for the amount of the negative difference, if any, between the liquidation value of the underlying security and the purchase price of the floating rate notes issued by the TOB Trust.

The Fund accounts for the transfer of fixed rate bonds to the TOB 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 TOB Trusts as a component of Interest, facilities and maintenance fees on the Statement of Operations.

Final rules implementing section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Volcker Rule”) prohibit banking entities from engaging in proprietary trading of certain instruments and limit such entities’ investments in, and relationships with, “covered funds”, as defined in the rules. These rules preclude banking entities and their affiliates from sponsoring and/or providing services for existing TOB Trusts. A new TOB structure is being utilized by the Fund wherein the Fund, as holder of the residuals, will perform certain duties previously performed by banking entities as “sponsors” of TOB Trusts. These duties may be performed by a third-party service provider. The Fund’s expanded role under the new TOB structure may increase its operational and regulatory risk. The new structure is substantially similar to the previous structure; however, pursuant to the Volcker Rule, the remarketing agent would not be able to repurchase tendered floaters for its own account upon a failed remarketing. In the event of a failed remarketing, a banking entity serving as liquidity provider may loan the necessary funds to the TOB Trust to purchase the tendered floaters. The TOB Trust, not the Fund, would be the borrower and the loan from the liquidity provider will be secured by the purchased floaters now held by the TOB Trust. However, as previously described, the Fund would bear the risk of loss with respect to any liquidity shortfall to the extent it entered into a reimbursement agreement with the liquidity provider.

There can be no assurances that the new TOB structure will continue to be a viable form of leverage. Further, there can be no assurances that alternative forms of leverage will be available to the Fund in order to maintain current levels of leverage. Any alternative forms of leverage may be less advantageous to the Fund, and may adversely affect the Fund’s net asset value, distribution rate and ability to achieve its investment objective.

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 atypical, 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.

K. Other Risks — The value of, payment of interest on, repayment of principal for and the ability to sell a municipal security may be affected by constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives and the economics of the regions in which the issuers are located.

Since many municipal securities are issued to finance similar projects, especially those relating to education, health care, transportation and utilities, conditions in those sectors can affect the overall municipal securities market and a Fund’s investments in municipal securities.

There is some risk that a portion or all of the interest received from certain tax-free municipal securities could become taxable as a result of determinations by the Internal Revenue Service.

 

21                         Invesco California Tax-Free 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 $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%     

For the year ended August 31, 2015, the effective advisory fees incurred by the Fund was 0.47%.

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 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 Affiliated Sub-Adviser(s).

The Adviser has contractually agreed, through at least June 30, 2016, 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 Invesco continues the fee waiver agreement, it will terminate on June 30, 2016. The fee waiver agreement cannot be terminated during its term. 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, 2015, 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, 2015, 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, 2015, 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, 2015, IDI advised the Fund that IDI retained $42,843 in front-end sales commissions from the sale of Class A shares and $765, $2,746 and $1,436 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 California Tax-Free Income 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.

As of August 31, 2015, 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 used by the transfer agent for clearing shareholder transactions. For the year ended August 31, 2015, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $145.

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 were eligible to participate in a retirement plan that provided 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 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 TOB 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 August 31, 2015 were $29,745,769 and 0.60%, respectively.

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

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended August 31, 2015 and 2014:

 

     2015        2014  

Ordinary income

  $ 14,406,231         $ 14,812,094   

Tax Components of Net Assets at Period-End:

 

     2015  

Undistributed ordinary income

  $ 798,637   

Net unrealized appreciation — investments

    35,988,404   

Temporary book/tax differences

    (123,274

Capital loss carryforward

    (32,609,029

Shares of beneficial interest

    364,002,769   

Total net assets

  $ 368,057,507   

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, amortization differences and 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. Capital losses generated in years beginning after December 22, 2010 can be carried forward for an unlimited period, whereas previous losses expire in eight tax years. 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. Capital loss carryforwards with no expiration date 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 carryforwards in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

 

23                         Invesco California Tax-Free Income Fund


The Fund has a capital loss carryforward as of August 31, 2015, which expires as follows:

 

Capital Loss Carryforward*  
Expiration   Short-Term        Long-Term        Total  

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

    2,145,450           8,017,346           10,162,796   
    $ 24,591,683         $ 8,017,346         $ 32,609,029   

 

* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code and may be further limited depending upon a variety of factors, including the realization of net unrealized gains or losses as of the date of any 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, 2015 was $60,613,197 and $45,824,899, 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

  $ 38,521,067   

Aggregate unrealized (depreciation) of investment securities

    (2,532,663

Net unrealized appreciation of investment securities

  $ 35,988,404   

Cost of investments for tax purposes is $356,322,768.

NOTE 9—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of expired capital loss carryforward and taxable income, on August 31, 2015, undistributed net investment income was decreased by $86,172, undistributed net realized gain (loss) was increased by $807,867 and shares of beneficial interest was decreased by $721,695. This reclassification had no effect on the net assets of the Fund.

NOTE 10—Share Information

 

     Summary of Share Activity  
    Years ended August 31,  
    2015(a)      2014  
     Shares      Amount      Shares      Amount  

Sold:

          

Class A

    2,990,754       $ 36,545,462         12,738,568       $ 145,897,191   

Class B

    16,866         209,331         11,680         138,829   

Class C

    1,108,401         13,637,252         293,547         3,474,609   

Class Y

    378,080         4,644,193         371,700         4,380,591   

Issued as reinvestment of dividends:

          

Class A

    570,873         6,959,438         531,097         6,254,004   

Class B

    24,298         298,984         54,886         649,950   

Class C

    41,519         509,049         29,514         350,041   

Class Y

    33,587         410,776         29,763         352,317   

Automatic conversion of Class B shares to Class A shares:

          

Class A

    35,876         436,722         390,948         4,608,714   

Class B

    (35,543      (436,722      (387,175      (4,608,714

Reacquired:

          

Class A

    (3,086,033      (37,539,865      (4,023,477      (46,702,452

Class B

    (102,736      (1,264,767      (12,162,839      (139,882,491

Class C

    (495,997      (6,063,621      (560,471      (6,533,126

Class Y

    (293,620      (3,582,161      (396,116      (4,595,214

Net increase (decrease) in share activity

    1,186,325       $ 14,764,071         (3,078,375    $ (36,215,751

 

(a)  There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 61% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.

 

24                         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(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
    Supplemental
ratio of
expenses
to average net
assets  (excluding
interest,
facilities and
maintenance
fees)(c)
    Ratio of net
investment
income to
average
net assets
    Portfolio
turnover(d)
 

Class A

  

Year ended 08/31/15

  $ 12.15      $ 0.48      $ (0.06   $ 0.42      $ (0.48   $ 12.09        3.48   $ 300,873        0.91 %(e)      0.91 %(e)      0.86 %(e)      3.94 %(e)      12

Year ended 08/31/14

    11.20        0.49        0.95        1.44        (0.49     12.15        13.14        296,200        0.93        0.93        0.87        4.25        12   

Year ended 08/31/13

    12.28        0.49        (1.08     (0.59     (0.49     11.20        (5.06     165,142        0.89        0.89        0.84        4.02        12   

Year ended 08/31/12

    11.34        0.50        0.94        1.44        (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        (0.41     0.11        (0.52     11.34        1.13        148,884        0.90        0.90        0.85        4.66        25   

Class B

  

Year ended 08/31/15

    12.26        0.49        (0.06     0.43        (0.49     12.20        3.51 (f)      15,150        0.88 (e)(f)      0.88 (e)(f)      0.83 (e)(f)      3.97 (e)(f)      12   

Year ended 08/31/14

    11.28        0.50        0.98        1.48        (0.50     12.26        13.35 (f)      16,419        0.93 (f)      0.93 (f)      0.87 (f)      4.25 (f)      12   

Year ended 08/31/13

    12.37        0.49        (1.09     (0.60     (0.49     11.28        (5.11 )(f)      155,900        0.93 (f)      0.93 (f)      0.88 (f)      3.98 (f)      12   

Year ended 08/31/12

    11.42        0.50        0.95        1.45        (0.50     12.37        12.93 (f)      217,489        0.88 (f)      0.88 (f)      0.83 (f)      4.20 (f)      18   

Year ended 08/31/11

    11.83        0.52        (0.41     0.11        (0.52     11.42        1.16 (f)      220,478        0.89 (f)      0.89 (f)      0.84 (f)      4.67 (f)      25   

Class C

  

Year ended 08/31/15

    12.23        0.42        (0.07     0.35        (0.42     12.16        2.87        28,335        1.41 (e)      1.41 (e)      1.36 (e)      3.44 (e)      12   

Year ended 08/31/14

    11.27        0.44        0.96        1.40        (0.44     12.23        12.62 (g)      20,485        1.43 (g)      1.43 (g)      1.37 (g)      3.75 (g)      12   

Year ended 08/31/13

    12.36        0.43        (1.09     (0.66     (0.43     11.27        (5.57     21,558        1.40        1.40        1.35        3.51        12   

Year ended 08/31/12

    11.41        0.44        0.95        1.39        (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        (0.40     0.06        (0.47     11.41        0.65        21,800        1.40        1.40        1.35        4.16        25   

Class Y

  

Year ended 08/31/15

    12.20        0.51        (0.07     0.44        (0.51     12.13        3.65        23,698        0.66 (e)      0.66 (e)      0.61 (e)      4.19 (e)      12   

Year ended 08/31/14

    11.24        0.52        0.96        1.48        (0.52     12.20        13.48        22,380        0.69        0.69        0.63        4.49        12   

Year ended 08/31/13

    12.33        0.52        (1.09     (0.57     (0.52     11.24        (4.88     20,569        0.65        0.65        0.60        4.26        12   

Year ended 08/31/12

    11.38        0.53        0.95        1.48        (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        (0.41     0.14        (0.55     11.38        1.40        24,195        0.65        0.65        0.60        4.91        25   

 

(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)  For the year ended August 31, 2011, ratio does not exclude facilities and maintenance fees.
(d)  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 $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.
(e)  Ratios are based on average daily net assets (000’s omitted) of $304,130, $15,739, $25,333 and $23,863, for Class A, Class B, Class C, and Class Y shares, respectively.
(f)  The total return, ratio of expenses to average net assets and ratio of net investment income to average net assets reflect actual 12b-1 fees of 0.22%, 0.24%, 0.27%, 0.25% and 0.25% for the years ended August 31, 2015, 2014, 2013, 2012 and 2011, respectively.
(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 0.74%.

 

25                         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, 2015, 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, 2015 by correspondence with the custodian and brokers, and the application of alternative auditing procedures where confirmations of security purchases have not been received, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

October 27, 2015

Houston, Texas

 

26                         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, 2015 through August 31, 2015.

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
(03/01/15)
     ACTUAL     

HYPOTHETICAL

(5% annual return before
expenses)

    

Annualized
Expense
Ratio

 
      Ending
Account Value
(08/31/15)1
     Expenses
Paid During
Period2
     Ending
Account Value
(08/31/15)
     Expenses
Paid During
Period2
    

A

   $ 1,000.00       $ 1,004.30       $ 4.65       $ 1,020.57       $ 4.69         0.92

B

     1,000.00         1,004.60         4.50         1,020.72         4.53         0.89   

C

     1,000.00         1,001.00         7.16         1,018.05         7.22         1.42   

Y

     1,000.00         1,004.80         3.39         1,021.83         3.41         0.67   

 

1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2015 through August 31, 2015, 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.

 

27                         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 agreements. During contract renewal meetings held on June 9-10, 2015, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% of the Board, voting separately, approved the continuance for the Fund of the Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) and the Master Intergroup Sub-Advisory Contract for Mutual Funds with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts) for another year, effective July 1, 2015.

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 Board determined that continuation of the Fund’s investment advisory agreement and the sub-advisory contracts is in the best interest of the Fund and its shareholders and that 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 performance and investment management services provided by Invesco Advisers and the Affiliated Sub-Advisers to 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 Board had the benefit of reports from the Sub-Committees and Investments Committee throughout the year in considering approval of the continuance of each Invesco Fund’s investment advisory agreement and sub-advisory contracts for another year.

During the contract renewal process, the Board receives 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 Board also receives a report and this 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. 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.

The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation. The Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these 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 is a summary of 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 10, 2015, and does not reflect consideration of factors that became known to the Board after that date.

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. 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. 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, valuation and legal and compliance.

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 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 second quintile of its performance universe for the one and five year periods and the third 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, 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

 

 

28                         Invesco California Tax-Free Income Fund


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, but that Lipper does not provide information on a fund by fund basis as to what is included. The Board noted 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 rate was below the rate of one such mutual fund. The Board noted that Invesco Advisers and the Affiliated Sub-Advisers do not manage 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 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.

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. 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 Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board noted that Invesco Advisers continues to

operate at a net profit from services Invesco Advisers and its affiliates 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. 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 providing 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; and that the services are required for the operation of the Fund.

The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. 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 with respect to investments in the affiliated money market 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 amount of advisory fees received by Invesco Advisors from the Fund’s investment of cash collateral from any securities lending arrangements in the affiliated money market funds is fair and reasonable.

 

 

29                         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, 2015:

 

Federal and State Income Tax

 

Qualified Dividend Income*

    0.00

Corporate Dividends Received Deduction*

    0.00

Tax-Exempt Interest Dividends*

    100.00

U.S. Treasury Obligations*

    0.00

 

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

 

30                         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).

  144   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), Invesco Canada Holdings Inc. (holding company), Trimark Investments Ltd./Placements Trimark Ltèe and Invesco Financial Services Ltd/Services Financiers Invesco Ltèe; Chief Executive Officer, Invesco Corporate Class 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), Short-Term Investments Trust and Invesco Management Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management 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: Chief Executive Officer, Invesco Canada Fund Inc (corporate mutual fund company); 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; 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), and Short-Term Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc..

  144   None

 

1  Mr. Flanagan is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) 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.

 

2  Mr. Taylor is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer and a director of the Adviser.

 

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; Chairman, Board of Governors of INTELSAT (international communications company); ACE Limited (insurance company); Independent Directors Council and Investment Company Institute

  144   ALPS (Attorneys Liability Protection Society) (insurance company) and Globe Specialty Metals, Inc. (metallurgical company)

David C. Arch — 1945

Trustee

  2010   Chairman of Blistex Inc., a consumer health care products manufacturer   144   Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan; Member of the Audit Committee of the Edward-Elmhurst Hospital

James T. Bunch — 1942

Trustee

  2000  

Managing Member, Grumman Hill Group LLC (family office/private equity investments)

 

Formerly: Founder, Green Manning & Bunch Ltd. (investment banking firm) (1988-2010); Executive Committee, United States Golf Association; and Chairman, Board of Governors, Western Golf Association

  144   Chairman of the Board of Trustees, Evans Scholars Foundation; and Chairman of the Board, 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

  144   Director of Quidel Corporation and Stericycle, 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); Nature’s Sunshine Products, Inc. and Reich & Tang Funds (5 portfolios) (registered investment company)

 

Formerly: Director, Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company); 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)

  144   Director of: Nature’s Sunshine Products, Inc., Reich & Tang Funds, Homeowners of America Holding Corporation/ Homeowners of America Insurance Company, the Boss Group

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

  144   Insperity, Inc. (formerly known as Administaff)

Prema Mathai-Davis — 1950

Trustee

  2003   Retired. Formerly: Chief Executive Officer, YWCA of the U.S.A.   144   None

Larry Soll — 1942

Trustee

  1997   Retired. Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)   144   None

Hugo F. Sonnenschein — 1940

Trustee

  2010   President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to 2000, President of the University of Chicago   144   Trustee of the University of Rochester and a member of its investment committee; Member of the National Academy of Sciences and the American Philosophical Society; Fellow of the American Academy of Arts and Sciences
Raymond Stickel, Jr. — 1944 Trustee   2005   Retired. Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche   144   None

 

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)

Suzanne H. Woolsey — 1941

Trustee

  2014   Chief Executive Officer of Woolsey Partners LLC   144   Emeritus Chair of the Board of Trustees of the Institute for Defense Analyses; Trustee of Colorado College; Trustee of California Institute of Technology; Prior to 2014, Director of Fluor Corp.; Prior to 2010, Trustee of the German Marshall Fund of the United States; Prior to 2010 Trustee of the Rocky Mountain Institute
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; Managing Director, 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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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
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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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

 

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)                
Karen Dunn Kelley — 1960
Vice President
  2003  

Senior Managing Director, Investments, Invesco Ltd.; 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; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust); and President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust only)

 

Formerly: Director and President, INVESCO Asset Management (Bermuda) Ltd., 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.; 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), and Short-Term Investments Trust only)

  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, and PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Commodity Fund Trust; Anti-Money Laundering Compliance Officer and Bank Secrecy Act Officer, INVESCO National Trust Company and Invesco Trust Company; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, Inc..   N/A   N/A

Lisa O. Brinkley — 1959

Chief Compliance Officer

  2004  

Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A., Inc.); and Chief Compliance Officer, The Invesco Funds

 

Formerly: Global Assurance Officer, Invesco Ltd. and Vice President, The Invesco Funds; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company.

  N/A   N/A

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

1000 Louisiana Street, Suite 5800

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


 

LOGO

 

 

Invesco mailing information

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

 

 

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.

  

LOGO

 

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


LOGO


 

Letters to Shareholders

 

 

LOGO
Philip Taylor
    

Dear Shareholders:

This annual report includes information about your Fund, including performance data and a
complete list of its investments as of the close of the reporting period. Inside is a discussion
of how your Fund was managed and the factors that affected its performance during the
reporting period. I hope you find this report of interest.

    The US economy expanded and unemployment declined throughout the reporting period.
The sharp drop in oil prices that began in mid-2014 continued to benefit consumers, but a
strong US dollar crimped corporate profits. The US Federal Reserve signaled that it was
increasingly likely to raise interest rates, based on generally positive economic data, but
uncertainty remained about when it would act. Overseas, the story was much different. Low
energy prices hurt the economies of some oil-producing nations, such as Brazil and Russia.
During the reporting period, the European Central Bank as well as central banks in China

and Japan – among other countries – either instituted or maintained extraordinarily accommodative monetary policies in response to economic weakness.

    Investor uncertainty, such as we saw for much of the reporting period – and market volatility, such as we saw at the end of the reporting period – are unfortunate facts of life when it comes to investing. Some investors use these things as excuses to delay saving and investing for their long-term financial goals. That’s why Invesco encourages investors to work with a professional financial adviser who can stress the importance of starting to save and invest early and the importance of adhering to a disciplined investment plan – when times are good and when they’re uncertain. A financial adviser who knows your unique financial situation, investment goals and risk tolerance can be an invaluable partner as you seek to achieve your financial goals. He or she can offer a long-term perspective when markets are volatile and time-tested advice and guidance when your financial situation or investment goals change.

Timely information when and where you want it

Invesco’s efforts to help investors achieve their financial objectives include providing individual investors and financial professionals with timely information about the markets, the economy and investing – whenever and wherever they want it.

    Our website, invesco.com/us, offers a wide range of market insights and investment perspectives. On the website, you’ll find detailed information about our funds, including prices, performance, holdings and portfolio manager commentaries. You can access information about your account by completing a simple, secure online registration. Click on the “Need to register” link in the “Account Access” box on our homepage to get started.

    Invesco’s mobile apps for iPhone® and iPad® (both available free from the App StoreSM) allow you to obtain the same detailed information, monitor your account and create customizable watch lists. Also, they allow you to access investment insights from our investment leaders, market strategists, economists and retirement experts. You can sign up to be alerted when new commentary is added, and you can watch portfolio manager videos and have instant access to Invesco news and updates wherever you may be.

    In addition to the resources accessible on our website and through our mobile app, you can obtain timely updates to help you stay informed about the markets, the economy and investing by connecting with Invesco on Twitter, LinkedIn or Facebook. You can access our blog at blog.invesco.us.com. Our goal is to provide you the information you want, when and where you want it.

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,

 

 

LOGO

Philip Taylor

Senior Managing Director, Invesco Ltd.

 

iPhone and iPad are trademarks of Apple Inc., registered in the US and other countries. App Store is a service mark of Apple Inc. Invesco Distributors, Inc. is not affiliated with Apple Inc.

 

2                        Invesco Core Plus Bond Fund


LOGO

Bruce Crockett

    

Dear Fellow Shareholders:

Among the many important lessons I’ve learned in more than 40 years in a variety of business endeavors is the value of a trusted advocate.

    As independent chair of the Invesco Funds Board, I can assure you that the members of the Board are strong advocates for the interests of investors in Invesco’s mutual funds. We work hard to represent your interests through oversight of the quality of the investment management services your funds receive and other matters important to your investment, including but not limited to:

n Ensuring that Invesco offers a diverse lineup of mutual funds that your financial adviser can use to strive to meet your financial needs as your investment goals change over time.

n Monitoring how the portfolio management teams of the Invesco funds are performing in light of changing economic and market conditions.

n Assessing each portfolio management team’s investment performance within the context of the investment strategy described in the fund’s prospectus.

n Monitoring for potential conflicts of interests that may impact the nature of the services that your funds receive.

    We believe one of the most important services we provide our fund shareholders is the annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This review is required by the Investment Company Act of 1940 and focuses on the nature and quality of the services Invesco provides as the adviser to the Invesco funds and the reasonableness of the fees that it charges for those services. Each year, we spend months carefully reviewing information received from Invesco and a variety of independent sources, such as performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field. We also meet with our independent legal counsel and other independent advisers to review and help us assess the information that we have received. Our goal is to assure that you receive quality investment management services for a reasonable fee.

    I trust the measures outlined above provide assurance that you have a worthy advocate when it comes to choosing the Invesco Funds.

    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,

 

 

LOGO

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, 2015, Class A shares of Invesco Core Plus Bond Fund (the Fund), at net asset value (NAV), underformed the Fund’s broad market/style-specific index, the Barclays U.S. Aggregate Index.

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

 

 

Fund vs. Indexes

Total returns, 8/31/14 to 8/31/15, 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

     0.91

Class B Shares

     0.25   

Class C Shares

     0.25   

Class R Shares

     0.75   

Class Y Shares

     1.25   

Class R5 Shares

     1.25   

Class R6 Shares

     1.32   

Barclays U.S. Aggregate Indexq (Broad Market/Style-Specific Index)

     1.56   

Lipper Core Plus Bond Funds Indexn (Peer Group Index)

     1.15   

Source(s): qFactSet Research Systems Inc.; nLipper Inc.

 

 

 

Market conditions and your Fund

The fiscal year began on the back of a US bond market rally as slowing global growth and lower inflation helped to push US Treasury yields lower and bond prices higher. Following a brief spike in yields at the beginning of September, the down-trend accelerated through the end of 2014 as oil prices hit lows not seen since the height of the financial crisis and global deflationary fears began to set in. As quickly as US Treasury yields declined in 2014, they snapped back even faster during the first half of 2015. Stronger-than-expected economic data helped to drive interest rates higher following the European Central Bank’s (ECB) version of quantitative easing whereby the ECB committed to purchasing longer-dated euro-area fixed income instruments in an effort to push longer-term interest rates

lower and spur economic growth. Also supporting higher US interest rates was the end of the US Federal Reserve’s (the Fed) quantitative easing program of purchasing long-dated Treasury bonds, coupled with supportive US economic data in the form of stronger economic growth and employment. At the end of the fiscal year, the yield on the 10-year US Treasury stood at 2.22%, 12 basis points lower than where it began the fiscal year.1 (A basis point is one one-hundredth of a percentage point.)

During this reporting period of interest rate volatility, bonds, as represented by the Barclays U.S. Aggregate Bond Index, returned 1.56% and fared better than most risk assets, particularly equities, supported by the US Treasury/government-related and US securitized sectors, which posted gains for the fiscal year. Investment-grade corporate credit posted

 

losses despite continued strong US credit fundamentals mainly due to an abundance of new supply. Out-of-index exposures, including the high yield and emerging markets sectors, also finished the reporting period in negative territory as falling energy and commodity prices, amid slowing global growth, weighed on both sectors.

    The Fund generated positive returns for the reporting period in absolute terms but, at NAV, underperformed its broad market/style-specific benchmark, the Barclays U.S. Aggregate Bond Index. Security selection within mortgage-backed securities (MBS) and investment-grade corporate bonds was one of the most notable contributors to relative performance. Overweight positions within the commercial mortgage-backed securities and asset-backed securities sectors also added value relative to the Fund’s broad market/style-specific index. An overweight position in investment-grade corporate credit was the most notable detractor from Fund performance but was tempered by positive security selection within the sector. Out-of-index exposures in sectors such as high yield and emerging markets, in addition to underweight Treasury exposure, weighed on relative Fund performance.

    The Fund benefited from incremental income earned from transactions in the highly liquid to-be-announced (TBA) market for agency MBS. Such transactions involve 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. Cash received by the Fund as a result of this repurchase transaction may be invested in short-term instruments, and the income from these investments,

 

 

Portfolio Composition

By security type, based on total investments

 

U.S. Dollar Denominated Bonds and Notes      41.4
U.S. Government Sponsored Agency Mortgage-Backed Securities      21.3   

Asset-Backed Securities

     16.6   

U.S. Treasury Securities

     10.2   

Money Market Funds

     9.5   

Preferred Stocks

     0.5   

Municipal Obligations

     0.2   

Put Options Purchased

     0.2   

Non-U.S. Dollar Denominated

Bonds and Notes

     0.1   

Common Stocks

     0.0   

 

Top 10 Debt Issuers*

 

  1.   Federal National Mortgage Association      14.1
  2.   U.S. Treasury      12.1   
  3.   Federal Home Loan Mortgage Corp.      8.1   
  4.   Government National Mortgage Association      2.7   
  5.   WFRBS Commercial Mortgage Trust      1.4   
  6.   CCO Safari II, LLC      1.2   
  7.   Coca-Cola Co. (The)      1.1   
  8.   Wells Fargo Mortgage Backed Securities Trust      1.1   
  9.   John Deere Capital Corp.      1.1   
10.   JP Morgan Mortgage Trust      0.9   

Total Net Assets

  $952.8 million

Total Number of Holdings*

  762

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

*Excluding money market fund holdings.

 
 

 

4                         Invesco Core Plus Bond Fund


together with any additional fee income received from this activity, generates income for the Fund.

The Fund also may use active duration and yield curve positioning for risk management and for generating excess return 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. Duration of the portfolio was maintained slightly above benchmark, on average, and the timing of changes and the degree of variance from the Fund’s broad market/style-specific benchmark during the reporting period provided a small boost to relative returns. Buying and selling US Treasury futures and interest rate swaptions were important tools used for the management of interest rate risk and to maintain our targeted portfolio duration.

Part of the Fund’s strategy to manage credit and currency risk in the portfolio during the reporting period entailed purchasing and selling credit and currency derivatives. Credit market risk was managed by purchasing and selling protection through credit default swaps at various points throughout the fiscal year. The currency management was carried out via currency forwards and options on an as-needed basis and was effective in managing the currency positioning within the Fund.

We wish to remind you that the Fund is subject to interest rate risk, meaning when interest rates rise, the value of fixed income securities tends to fall. The risk may be greater in the current market environment because interest rates are at or near historic lows. The degree to which the value of fixed income securities may decline due to rising interest rates may vary depending on the speed and magnitude of the increase in interest rates, as well as individual security characteristics such as price, maturity, duration and coupon and market forces such as supply and demand for similar securities. We are monitoring interest rates, and the market, economic and geopolitical factors that may impact the direction, speed and magnitude of changes to interest rates across the maturity spectrum, including the potential impact of monetary policy changes by the Fed and certain foreign central banks. If interest rates rise, markets may experience increased volatility, which may affect the value and/or liquidity of certain of the Fund’s investments.

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

 

1 Source: Bloomberg

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 Brill

Chartered Financial Analyst, Portfolio Manager, is manager of Invesco Core Plus Bond Fund. He joined Invesco in 2013. Mr. Brill earned a BA in economics from Washington and Lee University.

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 joined Invesco 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.

Joseph Portera

Portfolio Manager, is manager of Invesco Core Plus Bond Fund. He joined Invesco in 2012. Mr. Portera earned BA and MA degrees in Soviet studies and an MA in international political economy and development from Fordham University.

Rashique Rahman

Portfolio Manager, is manager of Invesco Core Plus Bond Fund. Mr. Rahman is the Head of Emerging Markets for Invesco Fixed Income. He joined Invesco in 2014. Mr. Rahman earned a BA in economics and political science from the University of California, Los Angeles and an MA in international affairs, as well as an MBA, from Columbia 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.

 

 

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 and index data from 6/3/09

 

 

LOGO

 

1 Source: Lipper Inc.
2 Source: FactSet Research Systems 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. 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 9

 

 

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 Core Plus Bond Funds Index is an unmanaged index consisting of funds that invest at least 65% in domestic investment-grade debt issues (rated in the top four grades) with any remaining investment in non-benchmark sectors such as high-yield, global and emerging market debt. These funds maintain dollar-weighted average maturities of five to 10 years.
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 (NAVs) 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 NAVs for shareholder transactions and the returns based on those NAVs may differ from the NAVs and returns reported in the Financial Highlights.

    

 

 

6                         Invesco Core Plus Bond Fund


 

Average Annual Total Returns

As of 8/31/15, including maximum applicable sales charges

 

Class A Shares

        

Inception (6/3/09)

     4.52

  5 Years

     2.89   

  1 Year

     -3.34   

Class B Shares

        

Inception (6/3/09)

     4.46

  5 Years

     2.68   

  1 Year

     -4.62   

Class C Shares

        

Inception (6/3/09)

     4.46

  5 Years

     3.02   

  1 Year

     -0.73   

Class R Shares

        

Inception (6/3/09)

     4.98

  5 Years

     3.55   

  1 Year

     0.75   

Class Y Shares

        

Inception (6/3/09)

     5.52

  5 Years

     4.09   

  1 Year

     1.25   

Class R5 Shares

        

Inception (6/3/09)

     5.50

  5 Years

     4.07   

  1 Year

     1.25   

Class R6 Shares

        

Inception

     5.39

  5 Years

     3.98   

  1 Year

     1.32   

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.

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

 

Average Annual Total Returns

As of 6/30/15, the most recent calendar quarter end, including maximum applicable sales charges

 

Class A Shares

        

Inception (6/3/09)

     4.68

  5 Years

     3.46   

  1 Year

     -2.35   

Class B Shares

        

Inception (6/3/09)

     4.64

  5 Years

     3.26   

  1 Year

     -3.64   

Class C Shares

        

Inception (6/3/09)

     4.62

  5 Years

     3.57   

  1 Year

     0.21   

Class R Shares

        

Inception (6/3/09)

     5.15

  5 Years

     4.11   

  1 Year

     1.70   

Class Y Shares

        

Inception (6/3/09)

     5.69

  5 Years

     4.65   

  1 Year

     2.11   

Class R5 Shares

        

Inception (6/3/09)

     5.67

  5 Years

     4.61   

  1 Year

     2.21   

Class R6 Shares

        

Inception

     5.56

  5 Years

     4.52   

  1 Year

     2.27   

Class R6 shares was 0.86%, 1.61%, 1.61%, 1.11%, 0.61%, 0.60% and 0.56%, respectively.1 The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6 shares was 1.03%, 1.78%, 1.78%, 1.28%, 0.78%, 0.60% 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.

Fund performance reflects any applicable fee waivers and/or expense reimbursements. Had the adviser not waived fees and/or reimbursed expenses currently or in the past, returns would have been lower. See current prospectus for more information.

 

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, 2015. 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, 2015, 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. Please see the prospectus for more information.

 

 

Principal risks of investing in the Fund

n   Changing fixed income market conditions risk. The current low interest rate environment was created in part by the Federal Reserve Board (FRB) and certain foreign central banks keeping the federal funds and equivalent foreign rates at or near zero. There is a risk that interest rates will rise when the FRB and central banks raise these rates. This risk is heightened due to the completion of the FRB’s quantitative easing program and the “tapering” of other similar foreign central bank actions. This eventual increase in the federal funds and equivalent foreign rates may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. In addition, decreases in fixed income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed income markets. As a result, the value of the Fund’s investments and share price may decline. Changes in central bank policies could also result in higher than normal shareholder redemptions, which could potentially increase portfolio turnover and the Fund’s transaction costs.
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   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 value of a derivative instrument depends largely on (and is derived from) the value of an underlying security, currency, commodity, interest rate, index or other asset (each referred to as an underlying asset). In addition to risks relating to the underlying assets, the use of derivatives may include other, possibly greater, risks, including counterparty, leverage and liquidity risks. Counter-party risk is the risk that the counter-party to the derivative contract will default on its obligation to pay the Fund the amount owed or otherwise perform under the derivative contract. Derivatives create leverage risk because they do not require payment up front equal to the economic exposure created by owning the derivative. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in
 

This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.

    the derivative, which may make the Fund’s returns more volatile and increase the risk of loss. Derivative instruments may also be less liquid than more traditional investments and the Fund may be unable to sell or close out its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. Derivatives may also be harder to value, less tax efficient and subject to changing government regulation that could impact the Fund’s ability to use certain derivatives or their cost. Also, derivatives used for hedging or to gain or limit exposure to a particular market segment may not provide the expected benefits, particularly during adverse market conditions.
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   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 (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.

 

 

 

 

 

NOT FDIC INSURED   |   MAY LOSE VALUE   |   NO BANK GUARANTEE     

          continued on page 9

 

8                         Invesco Core Plus Bond Fund


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 may be 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   Municipal securities risk. The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
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   TBA transactions risk. TBA transactions involve the risk that the securities received may be less favorable than what was anticipated by the Fund when entering into the TBA transaction. TBA transactions also involve the risk that a counterparty will fail to deliver the securities, exposing the Fund to further losses. Whether or not the Fund takes delivery of the securities at the termination date of a TBA transaction, the Fund will nonetheless be exposed to changes in the value of the underlying investments during the term of the agreement. When the Fund enters into a short sale of a TBA mortgage it does not own, the Fund may have to purchase deliverable mortgages to settle the short sale at a higher price than anticipated, thereby causing a loss. A short position in a TBA mortgage poses more risk than holding the same TBA mortgage long. As there is no limit on how much the price of mortgage securities can increase, the Fund’s exposure is unlimited. The Fund may not always be able to purchase mortgage securities to close out the short position at a particular time or at an acceptable price. A Fund will earmark or segregate
   

liquid assets in an amount at least equal to its exposure for the duration of the contract. The Fund will incur increased transaction costs associated with selling TBA mortgages short. In addition, taking short positions in TBA mortgages results in a form of leverage which could increase the volatility of the Fund’s share price.

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.
n   When-issued and delayed delivery risks. When-issued and delayed delivery transactions are subject to market risk as the value or yield of a security at delivery may be more or less than the purchase price or the yield generally available on securities when delivery occurs. In addition, the Fund is subject to counterparty risk because it relies on the buyer or seller, as the case may be, to consummate the transaction, and failure by the other party to complete the transaction may result in the Fund missing the opportunity of obtaining a price or yield considered to be advantageous.
n   Zero coupon or pay-in-kind securities risk. The value, interest rates, and liquidity of non-cash paying instruments, such as zero coupon and pay-in-kind securities, are subject to greater fluctuation than other types of securities. The higher yields and interest rates on pay-in-kind securities reflect the payment deferral and increased credit risk associated with such instruments and that such investments may represent a higher credit risk than coupon loans. Pay-in-kind securities may have a potential variability in valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral.

 

continued on page 6

 

 

9                         Invesco Core Plus Bond Fund


Schedule of Investments(a)

August 31, 2015

 

     Principal
Amount
     Value  

U.S. Dollar Denominated Bonds and Notes–49.33%

  

Aerospace & Defense–0.36%   

Aerojet Rocketdyne Holdings, Inc.,
Sec. Gtd. Second Lien Global Notes, 7.13%, 03/15/21

  $ 204,000       $ 215,730   

Bombardier Inc. (Canada),
Sr. Unsec. Notes,

    

7.50%, 03/15/18(b)

    70,000         65,887   

7.50%, 03/15/25(b)

    323,000         245,480   

7.75%, 03/15/20(b)

    83,000         69,720   

DigitalGlobe Inc., Sr. Unsec. Gtd. Notes, 5.25%, 02/01/21(b)

    61,000         59,170   

KLX Inc., Sr. Unsec. Gtd. Notes,
5.88%, 12/01/22(b)

    106,000         104,675   

L-3 Communications Corp.,
Sr. Unsec. Gtd. Global Notes,

    

3.95%, 05/28/24

    1,540,000         1,464,370   

Sr. Unsec. Gtd. Notes,

4.95%, 02/15/21

    679,000         717,345   

Moog Inc., Sr. Unsec. Gtd. Notes,
5.25%, 12/01/22(b)

    100,000         100,500   

TransDigm Inc.,

    

Sr. Unsec. Gtd. Sub. Global Notes, 5.50%, 10/15/20

    130,000         128,050   

Sr. Unsec. Gtd. Sub. Notes,

6.50%, 05/15/25(b)

    229,000         225,565   
         3,396,492   
Agricultural & Farm Machinery–1.07%   

John Deere Capital Corp., Sr. Unsec.
Medium-Term Notes,
2.80%, 03/04/21

    10,000,000         10,103,485   

Titan International Inc., Sr. Sec.
Gtd. First Lien Global Notes, 6.88%, 10/01/20

    109,000         98,236   
         10,201,721   
Air Freight & Logistics–0.47%      

United Parcel Service, Inc.,
Sr. Unsec. Notes, 3.13%, 01/15/21

    4,379,000         4,508,272   
Airlines–0.74%     

Air Canada (Canada),

    

Sec. Gtd. Second Lien Notes,

8.75%, 04/01/20(b)

    30,000         33,156   

Sr. Unsec. Gtd. Notes,

7.75%, 04/15/21(b)

    130,000         140,264   

Continental Airlines Pass Through Trust,
Series 2009-1, Sr. Sec.
First Lien Pass Through Ctfs., 9.00%, 07/08/16

    962,806         1,025,388   

Series 2009-2, Class B, Sec. Second Lien Global Pass Through Ctfs., 9.25%, 05/10/17

    2,166         2,357   

Series 2012-1, Class A, Sr. Sec. First Lien Pass Through Ctfs., 4.15%, 04/11/24

    450,781         461,487   
     Principal
Amount
     Value  
Airlines–(continued)     

LATAM Airlines Group S.A. Pass Through Trust (Chile),
Series 2015, Class 1A,
Sec. Pass Through Ctfs.,
4.20%, 11/15/27(b)

  $ 5,651,000       $ 5,424,129   

US Airways Pass Through Trust,
Series 2012-1, Class B,
Sec. Second Lien Pass Through Ctfs., 8.00%, 10/01/19

    8,649         9,724   
         7,096,505   
Alternative Carriers–0.05%   

Level 3 Communications, Inc.,
Sr. Unsec. Global Notes,
5.75%, 12/01/22

    125,000         125,312   

Level 3 Financing, Inc.,
Sr. Unsec. Gtd. Global Notes,
5.38%, 08/15/22

    308,000         311,465   

Sr. Unsec. Gtd. Notes,
5.13%, 05/01/23(b)

    45,000         44,100   
         480,877   
Apparel Retail–0.06%   

Hot Topic, Inc., Sr. Sec. Gtd. First Lien Notes, 9.25%, 06/15/21(b)

    166,000         167,867   

L Brands, Inc., Sr. Unsec. Gtd. Notes, 6.63%, 04/01/21

    170,000         191,675   

Men’s Wearhouse, Inc. (The),
Sr. Unsec. Gtd. Global Notes, 7.00%, 07/01/22

    238,000         252,875   
         612,417   
Apparel, Accessories & Luxury Goods–0.00%   

William Carter Co. (The), Sr. Unsec. Gtd. Global Notes,
5.25%, 08/15/21

    41,000         42,230   
Application Software–0.01%   

SS&C Technologies Holdings, Inc.,
Sr. Unsec. Gtd. Notes,
5.88%, 07/15/23(b)

    58,000         60,175   
Asset Management & Custody Banks–0.91%   

Affiliated Managers Group, Inc.,
Sr. Unsec. Global Notes,
4.25%, 02/15/24

    2,865,000         2,923,237   

Alphabet Holding Co., Inc.,
Sr. Unsec. Global PIK Notes,
8.50%, 11/01/17(c)

    344,000         341,850   

Apollo Management Holdings L.P.,
Sr. Unsec. Gtd. Notes,
4.00%, 05/30/24(b)

    965,000         965,243   

Blackstone Holdings Finance Co. LLC, Sr. Unsec. Gtd. Notes,
5.00%, 06/15/44(b)

    2,645,000         2,685,782   
 

 

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

 

10                         Invesco Core Plus Bond Fund


     Principal
Amount
     Value  
Asset Management & Custody Banks–(continued)   

Carlyle Holdings II Finance LLC,
Sr. Sec. Gtd. Notes,
5.63%, 03/30/43(b)

  $ 1,545,000       $ 1,656,212   

DJO Finco Inc./DJO Finance LLC/Corp., Sec. Second Lien Notes,
8.13%, 06/15/21(b)

    123,000         128,074   
         8,700,398   
Auto Parts & Equipment–0.07%   

CTP Transportation Products LLC/CTP Finance Inc., Sr. Sec. Notes,
8.25%, 12/15/19(b)

    170,000         181,475   

Dana Holding Corp.,
Sr. Unsec. Notes,
5.38%, 09/15/21

    128,000         128,640   

5.50%, 12/15/24

    24,000         23,640   

Stackpole International Intermediate Co. S.A./Stackpole International Powder Metal (Canada), Sr. Sec. Gtd. First Lien Notes, 7.75%, 10/15/21 (Acquired 10/01/13-05/11/15; Cost $164,630)(b)

    163,000         180,115   

Tenneco Inc., Sr. Unsec. Gtd. Global Notes, 5.38%, 12/15/24

    110,000         112,200   
         626,070   
Automobile Manufacturers–0.83%   

Ford Motor Credit Co. LLC,
Sr. Unsec. Global Notes, 3.16%, 08/04/20

    3,918,000         3,923,266   

General Motors Co., Sr. Unsec.
Global Notes, 3.50%, 10/02/18

    2,355,000         2,393,857   

General Motors Financial Co., Inc., Sr. Unsec. Gtd. Notes,
3.15%, 01/15/20

    1,565,000         1,547,001   
         7,864,124   
Automotive Retail–0.01%   

CST Brands, Inc., Sr. Unsec. Gtd. Global Notes, 5.00%, 05/01/23

    82,000         80,770   
Biotechnology–0.56%   

Celgene Corp., Sr. Unsec.
Global Notes,
3.88%, 08/15/25

    3,543,000         3,527,186   

5.00%, 08/15/45

    1,795,000         1,800,761   
         5,327,947   
Broadcasting–0.03%   

iHeartCommunications, Inc.,
Sr. Sec. Gtd. First Lien Global
Notes, 10.63%, 03/15/23

    110,000         99,550   

Sinclair Television Group Inc.,
Sr. Unsec. Gtd. Notes,
5.63%, 08/01/24(b)

    110,000         105,050   

TEGNA, Inc., Sr. Unsec. Gtd.
Global Notes, 6.38%, 10/15/23

    83,000         87,357   
         291,957   
     Principal
Amount
     Value  
Building Products–0.11%   

Builders FirstSource, Inc.,
Sr. Sec. First Lien Notes,
7.63%, 06/01/21(b)

  $ 215,000       $ 226,556   

Sr. Unsec. Gtd. Notes,
10.75%, 08/15/23(b)

    209,000         213,180   

Building Materials Holding Corp.,
Sr. Sec. Notes,
9.00%, 09/15/18(b)

    126,000         134,820   

Gibraltar Industries Inc., Sr. Unsec.
Gtd. Sub. Global Notes,
6.25%, 02/01/21

    220,000         223,300   

Hardwoods Acquisition, Inc.,
Sr. Sec. Gtd. First Lien Notes, 7.50%, 08/01/21(b)

    35,000         33,556   

NCI Building Systems, Inc.,
Sr. Unsec. Gtd. Notes, 8.25%, 01/15/23(b)

    20,000         20,825   

Norbord Inc. (Canada),
Sr. Sec. First Lien Notes,
5.38%, 12/01/20(b)

    89,000         89,080   

Sr. Sec. Gtd. First Lien Notes,
6.25%, 04/15/23(b)

    60,000         59,980   
               1,001,297   
Cable & Satellite–1.78%   

Altice Luxembourg S.A. (Luxembourg), Sr. Unsec. Gtd. Notes, 7.75%, 05/15/22(b)

    300,000         293,625   

CCO Holdings LLC/CCO Holdings
Capital Corp.,
Sr. Unsec. Gtd. Global Notes,
5.25%, 09/30/22

    35,000         35,481   

Sr. Unsec. Gtd. Notes,
5.13%, 05/01/23(b)

    431,000         433,155   

5.38%, 05/01/25(b)

    55,000         53,625   

CCO Safari II, LLC,
Sr. Sec. First Lien Notes,
6.83%, 10/23/55(b)

    2,464,000         2,465,780   

Sr. Sec. Gtd. First Lien Notes,
4.46%, 07/23/22(b)

    2,000,000         1,994,853   

4.91%, 07/23/25(b)

    6,659,000         6,611,641   

Cox Communications, Inc.,
Sr. Unsec. Notes,
8.38%, 03/01/39(b)

    1,220,000         1,512,679   

9.38%, 01/15/19(b)

    25,000         30,019   

DIRECTV Holdings LLC/DIRECTV Financing Co., Inc., Sr. Unsec. Gtd. Notes, 4.45%, 04/01/24

    1,090,000         1,104,766   

DISH DBS Corp., Sr. Unsec. Gtd. Global Notes,
5.13%, 05/01/20

    207,000         203,895   

5.88%, 11/15/24

    268,000         245,220   

Hughes Satellite Systems Corp.,
Sr. Unsec. Gtd. Global Notes,
7.63%, 06/15/21

    59,000         64,900   

Intelsat Jackson Holdings S.A. (Luxembourg), Sr. Unsec. Gtd. Global Bonds,
5.50%, 08/01/23

    288,000         256,320   

6.63%, 12/15/22

    70,000         61,600   
 

 

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

 

11                         Invesco Core Plus Bond Fund


     Principal
Amount
     Value  
Cable & Satellite–(continued)   

Myriad International Holdings B.V.
(South Africa), Sr. Unsec. Gtd. Notes, 5.50%, 07/21/25(b)

  $ 462,000       $ 464,722   

Numericable-SFR S.A. (France),
Sr. Sec. Gtd. First Lien Bonds,
6.00%, 05/15/22(b)

    256,000         257,280   

Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH (Germany), Sr. Sec. Gtd. First Lien Bonds,
5.00%, 01/15/25(b)

    200,000         195,500   

VTR Finance B.V. (Chile),
Sr. Sec. First Lien Notes,
6.88%, 01/15/24(b)

    250,000         247,813   

REGS, Sr. Sec. First Lien Euro Notes, 6.88%, 01/15/24(b)

    450,000         444,375   
               16,977,249   
Casinos & Gaming–0.04%   

Boyd Gaming Corp., Sr. Unsec. Gtd. Global Notes, 6.88%, 05/15/23

    188,000         195,520   

MGM Resorts International,
Sr. Unsec. Gtd. Notes,
6.00%, 03/15/23

    30,000         30,600   

7.75%, 03/15/22

    110,000         122,650   

Mohegan Tribal Gaming Authority,
Sr. Unsec. Gtd. Notes,
9.75%, 09/01/21(b)

    30,000         31,050   
               379,820   
Catalog Retail–0.62%   

QVC, Inc., Sr. Sec. Gtd. First Lien Global Notes,
4.45%, 02/15/25

    2,800,000         2,650,835   

4.85%, 04/01/24

    1,736,000         1,666,529   

5.45%, 08/15/34

    1,815,000         1,610,956   
               5,928,320   
Commercial Printing–0.02%   

Multi-Color Corp., Sr. Unsec. Gtd. Notes, 6.13%, 12/01/22(b)

    156,000         159,705   
Communications Equipment–0.37%   

Avaya Inc., Sr. Sec. Gtd. First Lien Notes, 9.00%, 04/01/19(b)

    133,000         126,350   

QUALCOMM Inc., Sr. Unsec. Global Notes, 4.65%, 05/20/35

    3,725,000         3,397,161   
               3,523,511   
Computer & Electronics Retail–0.02%   

Rent-A-Center, Inc., Sr. Unsec. Gtd. Global Notes, 4.75%, 05/01/21

    193,000         165,015   
Construction & Engineering–0.04%   

AECOM, Sr. Unsec. Gtd. Notes,
5.75%, 10/15/22(b)

    250,000         249,920   

Odebrecht Finance Ltd. (Brazil), REGS, Sr. Unsec. Gtd. Euro Notes,
5.25%, 06/27/29(b)

    200,000         127,000   
               376,920   
     Principal
Amount
     Value  
Construction Machinery & Heavy Trucks–0.11%   

Allied Specialty Vehicles, Inc.,
Sr. Sec. Notes, 8.50%, 11/01/19(b)

  $ 237,000       $ 249,443   

Commercial Vehicle Group Inc., Sec. Gtd. Second Lien Global Notes, 7.88%, 04/15/19

    204,000         211,905   

Meritor Inc., Sr. Unsec. Gtd. Notes,
6.25%, 02/15/24

    59,000         57,820   

6.75%, 06/15/21

    34,000         34,680   

Navistar International Corp., Sr. Unsec. Gtd. Notes, 8.25%, 11/01/21

    245,000         213,456   

Oshkosh Corp., Sr. Unsec. Gtd. Global Notes,
5.38%, 03/01/22

    212,000         215,180   

5.38%, 03/01/25

    60,000         60,450   
               1,042,934   
Construction Materials–0.05%   

Building Materials Corp. of America, Sr. Unsec. Notes,
5.38%, 11/15/24(b)

    215,000         220,644   

CPG Merger Sub LLC, Sr. Unsec. Gtd.
Notes, 8.00%, 10/01/21(b)

    30,000         30,712   

Shea Homes L.P./Shea Homes Funding Corp., Sr. Unsec. Gtd. Notes, 5.88%, 04/01/23(b)

    24,000         24,720   

Unifrax I LLC/Unifrax Holding Co., Sr. Unsec. Gtd. Notes,
7.50%, 02/15/19(b)

    170,000         171,275   
               447,351   
Consumer Finance–1.20%   

Ally Financial Inc., Sr. Unsec. Global Notes,
4.13%, 03/30/20

    3,525,000         3,542,625   

4.63%, 03/30/25

    1,813,000         1,758,610   

5.13%, 09/30/24

    274,000         276,740   

Credit Acceptance Corp., Sr. Unsec. Gtd. Notes, 7.38%, 03/15/23(b)

    62,000         63,705   

Navient Corp., Sr. Unsec. Medium-Term Global Notes, 6.25%, 01/25/16

    355,000         358,994   

Synchrony Financial, Sr. Unsec. Global Notes, 4.50%, 07/23/25

    5,430,000         5,397,965   
               11,398,639   
Data Processing & Outsourced Services–0.05%   

First Data Corp., Sr. Unsec. Gtd. Sub. Global Notes, 11.75%, 08/15/21

    391,000         442,319   
Department Stores–0.63%   

El Puerto de Liverpool, S.A.B. de C.V. (Mexico), REGS, Sr. Unsec. Gtd. Euro Notes, 3.95%, 10/02/24(b)

    200,000         198,060   

Kohl’s Corp., Sr. Unsec. Global
Notes, 5.55%, 07/17/45

    5,857,000         5,539,673   

SACI Falabella (Chile), Sr. Unsec.
Notes, 4.38%, 01/27/25(b)

    300,000         300,118   
               6,037,851   
 

 

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

 

12                         Invesco Core Plus Bond Fund


     Principal
Amount
     Value  
Distillers & Vintners–0.25%   

Constellation Brands Inc.,
Sr. Unsec. Gtd. Notes, 3.88%, 11/15/19

  $ 2,275,000       $ 2,346,094   
Diversified Banks–5.18%   

Banco Santander Mexico S.A. Institucion de Banca Multiple Grupo Financiero Santander (Mexico), Unsec. Sub. Notes,
5.95%, 01/30/24(b)

    200,000         207,625   

Bank of America Corp.,
Series X, Jr. Unsec. Sub. Notes, 6.25%(d)

    1,645,000         1,632,663   

Series Z, Jr. Unsec. Sub. Notes,
6.50%(d)

    3,360,000         3,477,600   

BBVA Bancomer S.A. (Mexico),
Sr. Unsec. Notes,
4.38%, 04/10/24(b)

    1,385,000         1,393,405   

Unsec. Sub. Notes,
6.75%, 09/30/22(b)

    600,000         648,929   

Citigroup Inc.,
Unsec. Sub. Global Notes, 5.50%, 09/13/25

    2,970,000         3,225,181   

Series Q, Jr. Unsec. Sub. Global Notes, 5.95%(d)

    2,300,000         2,288,500   

Crédit Agricole S.A. (France), Unsec. Sub. Notes, 4.38%, 03/17/25(b)

    5,620,000         5,455,812   

HBOS PLC (United Kingdom), Unsec.
Sub. Medium-Term Global Notes,
6.75%, 05/21/18(b)

    1,360,000         1,499,930   

HSBC Holdings PLC (United Kingdom), Sr. Unsec.
Global Notes,
4.00%, 03/30/22

    1,050,000         1,092,202   

ING Groep N.V. (Netherlands),
Jr. Unsec. Sub. Global
Notes, 6.50%(d)

    2,710,000         2,642,250   

Intesa Sanpaolo SpA (Italy),
Sr. Unsec. Gtd. Notes,
3.88%, 01/15/19

    2,840,000         2,928,794   

Itaú Unibanco Holding S.A. (Brazil),
Sr. Unsec. Notes,
2.85%, 05/26/18(b)

    3,760,000         3,655,810   

JPMorgan Chase & Co., Series R,
Jr. Unsec. Sub. Global Notes,
6.00%(d)

    2,980,000         2,972,550   

KEB Hana Bank (South Korea),
Sr. Unsec. Notes, 4.25%, 06/14/17(b)

    700,000         729,520   

Unsec. Sub. Notes,
4.38%, 09/30/24(b)

    990,000         1,034,147   

Nordea Bank AB (Sweden),
Jr. Unsec. Sub. Notes, 5.50%(b)(d)

    2,140,000         2,129,300   

Societe Generale S.A. (France),
Jr. Unsec. Sub. Bonds, 7.88%(b)(d)

    1,309,000         1,315,545   

Unsec. Sub. Notes,
4.25%, 04/14/25(b)

    3,175,000         3,037,068   

Standard Chartered PLC (United Kingdom), Unsec. Sub. Notes, 5.70%, 03/26/44(b)

    960,000         976,145   
     Principal
Amount
     Value  
Diversified Banks–(continued)   

VTB Bank OJSC Via VTB Capital S.A. (Russia), REGS, Unsec. Sub. Euro Bonds, 6.95%, 10/17/22(b)

  $ 340,000       $ 298,996   

Wells Fargo & Co.,
Unsec. Sub. Global Notes, 5.38%, 11/02/43

    3,500,000         3,764,001   

Series U, Jr. Unsec. Sub. Global Notes, 5.88%(d)

    2,835,000         2,905,875   
               49,311,848   
Diversified Capital Markets–0.78%   

Credit Suisse Group Funding (Guernsey) Ltd. (Switzerland),
Sr. Unsec. Gtd. Notes,
3.75%, 03/26/25(b)

    1,965,000         1,905,036   

4.88%, 05/15/45(b)

    5,640,000         5,573,115   
               7,478,151   
Diversified Chemicals–0.23%   

OCP S.A. (Morocco), Sr. Unsec.
Notes, 4.50%, 10/22/25(b)

    2,302,000         2,166,757   

Tronox Finance LLC, Sr. Unsec.
Gtd. Notes, 7.50%, 03/15/22(b)

    32,000         25,920   
               2,192,677   
Diversified Metals & Mining–1.33%   

Anglo American Capital PLC (United Kingdom),
Sr. Unsec Gtd. Notes,

    

3.63%, 05/14/20(b)

    1,283,000         1,226,733   

Sr. Unsec. Gtd. Notes,

    

4.13%, 04/15/21(b)

    3,301,000         3,087,515   

4.88%, 05/14/25(b)

    1,981,000         1,743,062   

Compass Minerals International, Inc., Sr. Unsec. Gtd. Notes, 4.88%, 07/15/24(b)

    59,000         57,083   

Rio Tinto Finance USA Ltd. (United Kingdom), Sr. Unsec. Gtd. Global Notes, 7.13%, 07/15/28

    565,000         709,306   

Teck Resources Ltd. (Canada),
Sr. Unsec. Gtd. Global Notes,

    

5.20%, 03/01/42

    1,817,000         1,144,279   

Sr. Unsec. Gtd. Yankee Notes,

    

4.50%, 01/15/21

    5,960,000         4,735,667   
               12,703,645   
Diversified Real Estate Activities–0.18%   

Brookfield Asset Management Inc. (Canada), Sr. Unsec. Yankee Notes, 4.00%, 01/15/25

    1,705,000         1,678,831   
Diversified REIT’s–0.70%   

Select Income REIT, Sr. Unsec. Global Notes, 4.50%, 02/01/25

    1,570,000         1,513,933   

W.P. Carey Inc., Sr. Unsec. Notes, 4.00%, 02/01/25

    5,375,000         5,202,806   
               6,716,739   
 

 

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

 

13                         Invesco Core Plus Bond Fund


     Principal
Amount
     Value  
Electric Utilities–1.22%   

Appalachian Power Co., Sr. Unsec. Notes, 4.45%, 06/01/45

  $ 2,679,000       $ 2,576,619   

Duke Energy Carolinas, LLC, Sr. Sec. First Mortgage Bonds, 3.90%, 06/15/21

    4,379,000         4,666,473   

Electricite de France S.A. (France), Jr. Unsec. Sub. Notes, 5.63%(b)(d)

    1,535,000         1,560,327   

Majapahit Holding B.V. (Indonesia), REGS, Sr. Unsec. Gtd. Euro Notes, 7.75%, 01/20/20(b)

    200,000         224,750   

Potomac Electric Power Co.,
Sr. Sec. First Mortgage Bonds, 4.15%, 03/15/43

    2,650,000         2,574,074   
               11,602,243   
Electrical Components & Equipment–0.03%   

EnerSys, Sr. Unsec. Gtd. Notes, 5.00%, 04/30/23(b)

    173,000         167,594   

Sensata Technologies B.V. (Netherlands), Sr. Unsec.
Gtd. Notes,

    

4.88%, 10/15/23(b)

    40,000         39,500   

5.00%, 10/01/25(b)

    60,000         58,650   
               265,744   
Environmental & Facilities Services–0.01%   

ADS Waste Holdings, Inc., Sr. Unsec. Gtd. Global Notes, 8.25%, 10/01/20

    128,000         133,280   
Gas Utilities–0.35%   

Ferrellgas L.P./Ferrellgas
Finance Corp.,
Sr. Unsec. Global Notes,

    

6.50%, 05/01/21

    120,000         117,000   

6.75%, 01/15/22

    30,000         29,250   

Sr. Unsec. Gtd. Notes,

    

6.75%, 06/15/23(b)

    65,000         63,050   

Kinder Morgan Finance Co. LLC,
Sr. Unsec. Gtd. Notes, 6.00%, 01/15/18(b)

    2,851,000         3,042,934   

Suburban Propane Partners, L.P./Suburban Energy Finance Corp., Sr. Unsec. Global Notes, 5.50%, 06/01/24

    40,000         37,800   
               3,290,034   
General Merchandise Stores–0.04%   

Dollar Tree, Inc., Sr. Unsec. Gtd. Notes, 5.75%, 03/01/23(b)

    396,000         417,780   
Gold–0.12%   

Kinross Gold Corp. (Canada),
Sr. Unsec. Gtd. Global Notes, 5.95%, 03/15/24

    1,365,000         1,167,792   
Health Care Equipment–0.21%   

Becton, Dickinson and Co.,
Sr. Unsec. Global Bonds, 4.88%, 05/15/44

    1,989,000         1,999,899   
     Principal
Amount
     Value  
Health Care Facilities–0.26%   

Acadia Healthcare Co., Inc.,
Sr. Unsec. Gtd. Global Notes, 5.63%, 02/15/23

  $ 69,000       $ 70,208   

Community Health Systems, Inc.,
Sr. Sec. Gtd. First Lien
Global Notes,

    

5.13%, 08/01/21

    33,000         34,155   

Sr. Unsec. Gtd. Global Notes,

    

6.88%, 02/01/22

    59,737         63,769   

HCA Holdings, Inc., Sr. Unsec. Notes, 6.25%, 02/15/21

    130,000         141,700   

HCA, Inc.,
Sr. Sec. Gtd. First Lien Global Notes,

    

5.88%, 03/15/22

    186,000         203,379   

6.50%, 02/15/20

    675,000         750,516   

Sr. Sec. Gtd. First Lien Notes,

    

5.25%, 04/15/25

    40,000         41,750   

Sr. Unsec. Gtd. Notes,

    

5.38%, 02/01/25

    402,000         412,050   

Surgical Care Affiliates, Inc.,
Sr. Unsec. Gtd. Notes, 6.00%, 04/01/23(b)

    159,000         161,385   

Tenet Healthcare Corp., Sr. Unsec. Global Notes,

    

6.75%, 02/01/20

    40,000         42,200   

6.75%, 06/15/23

    53,000         55,120   

8.13%, 04/01/22

    438,000         486,180   
               2,462,412   
Health Care REIT’s–0.44%   

HCP, Inc., Sr. Unsec. Global Notes, 4.25%, 11/15/23

    1,305,000         1,304,091   

Senior Housing Properties Trust,
Sr. Unsec. Notes, 6.75%, 12/15/21

    2,550,000         2,884,172   
               4,188,263   
Health Care Services–0.76%   

DaVita HealthCare Partners Inc.,
Sr. Unsec. Gtd. Global Notes, 5.00%, 05/01/25

    240,000         237,000   

Express Scripts Holding Co.,
Sr. Unsec. Gtd. Global Notes, 3.50%, 06/15/24

    958,000         922,819   

Laboratory Corp. of America Holdings, Sr. Unsec. Notes,

    

3.60%, 02/01/25

    3,974,000         3,808,221   

4.70%, 02/01/45

    2,261,000         2,066,469   

MPH Acquisition Holdings LLC,
Sr. Unsec. Gtd. Notes, 6.63%, 04/01/22(b)

    169,000         174,070   

Omnicare Inc., Sr. Unsec. Gtd. Notes, 5.00%, 12/01/24

    40,000         43,150   
               7,251,729   
Home Improvement Retail–0.03%   

Hillman Group Inc. (The), Sr. Unsec. Notes, 6.38%, 07/15/22(b)

    287,000         269,780   
 

 

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

 

14                         Invesco Core Plus Bond Fund


     Principal
Amount
     Value  
Homebuilding–0.27%   

Ashton Woods USA LLC/Ashton Woods Finance Co., Sr. Unsec. Notes, 6.88%, 02/15/21(b)

  $ 301,000       $ 282,940   

Beazer Homes USA Inc., Sr. Unsec. Gtd. Global Notes, 7.50%, 09/15/21

    281,000         278,190   

K. Hovnanian Enterprises Inc.,

    

Sr. Sec. Gtd. First Lien Notes,

    

7.25%, 10/15/20(b)

    26,000         25,578   

Sr. Unsec. Gtd. Notes,

    

7.00%, 01/15/19(b)

    165,000         128,081   

8.00%, 11/01/19(b)

    225,000         174,094   

KB Home, Sr. Unsec. Gtd. Notes,

    

7.00%, 12/15/21

    42,000         42,735   

7.50%, 09/15/22

    20,000         20,925   

Lennar Corp., Sr. Unsec. Gtd. Global Notes, 4.75%, 11/15/22

    60,000         59,850   

MDC Holdings, Inc., Sr. Unsec. Gtd. Notes, 6.00%, 01/15/43

    1,470,000         1,234,436   

Meritage Homes Corp., Sr. Unsec. Gtd. Global Notes,

    

6.00%, 06/01/25

    65,000         64,838   

7.15%, 04/15/20

    55,000         59,606   

Ryland Group Inc. (The), Sr. Unsec. Gtd. Notes, 5.38%, 10/01/22

    177,000         179,876   
               2,551,149   
Hotels, Resorts & Cruise Lines–0.00%   

Choice Hotels International, Inc.,
Sr. Unsec. Gtd. Notes, 5.75%, 07/01/22

    40,000         43,088   
Household Products–0.07%   

Reynolds Group Issuer Inc./LLC (New Zealand),

    

Sr. Sec. Gtd. First Lien
Global Notes,

    

5.75%, 10/15/20

    147,000         152,329   

Sr. Unsec. Gtd. Global Notes,

    

8.25%, 02/15/21

    350,000         359,187   

Springs Industries, Inc., Sr. Sec. Global Notes, 6.25%, 06/01/21

    140,000         140,175   
               651,691   
Housewares & Specialties–0.34%   

Tupperware Brands Corp.,
Sr. Unsec. Gtd. Global Notes, 4.75%, 06/01/21

    3,157,000         3,271,880   
Hypermarkets & Super Centers–0.37%   

Cencosud S.A. (Chile), REGS,
Sr. Unsec. Gtd. Euro Notes, 4.88%, 01/20/23(b)

    200,000         198,578   

Wal-Mart Stores, Inc., Sr. Unsec. Global Notes, 4.25%, 04/15/21

    3,046,000         3,326,509   
               3,525,087   
     Principal
Amount
     Value  
Independent Power Producers & Energy Traders–0.05%   

AES Corp.,

    

Sr. Unsec. Global Notes,

    

7.38%, 07/01/21

  $ 66,000       $ 71,445   

Sr. Unsec. Notes,

    

5.50%, 04/15/25

    200,000         189,000   

Calpine Corp.,

    

Sr. Sec. Gtd. First Lien Notes,

    

5.88%, 01/15/24(b)

    11,000         11,619   

7.88%, 01/15/23(b)

    80,000         86,800   

Sr. Unsec. Global Notes,

    

5.38%, 01/15/23

    58,000         56,550   

5.50%, 02/01/24

    102,000         99,577   
               514,991   
Industrial Conglomerates–0.34%   

ALFA, S.A.B. de C.V. (Mexico), REGS, Sr. Unsec. Euro Notes, 5.25%, 03/25/24(b)

    400,000         413,000   

Siemens Financieringsmaatschappij N.V. (Germany), Sr. Unsec.
Gtd. Notes,

    

2.15%, 05/27/20(b)

    1,701,000         1,691,649   

3.25%, 05/27/25(b)

    1,190,000         1,166,621   
               3,271,270   
Industrial Machinery–0.50%   

Ingersoll-Rand Luxembourg Finance S.A., Sr. Unsec. Gtd.
Global Notes,

    

2.63%, 05/01/20

    664,000         660,391   

4.65%, 11/01/44

    1,321,000         1,245,254   

Optimas OE Solutions Holding, LLC/Optimas OE Solutions, Inc., Sr. Sec. Notes, 8.63%, 06/01/21(b)

    126,000         122,850   

Valmont Industries, Inc., Sr. Unsec. Gtd. Global Notes, 5.25%, 10/01/54

    2,916,000         2,595,873   

Waterjet Holdings, Inc., Sr. Sec. Gtd. Notes, 7.63%, 02/01/20(b)

    116,000         116,435   
               4,740,803   
Industrial REIT’s–0.15%   

Prologis L.P., Sr. Unsec. Gtd. Global Notes, 4.25%, 08/15/23

    1,415,000         1,454,461   
Integrated Oil & Gas–0.31%   

BP Capital Markets PLC (United Kingdom), Sr. Unsec. Gtd. Global Bonds, 3.54%, 11/04/24

    1,730,000         1,696,117   

California Resources Corp.,
Sr. Unsec. Gtd. Global Notes, 5.50%, 09/15/21

    233,000         181,740   

Ecopetrol S.A. (Colombia),

    

Sr. Unsec. Global Notes,

    

4.13%, 01/16/25

    500,000         441,875   

Sr. Unsec. Global Notes,

    

5.38%, 06/26/26

    303,000         282,169   

Petrobras Global Finance B.V. (Brazil), Sr. Unsec. Gtd. Global Notes, 6.85%, 06/05/2115

    290,000         219,646   
 

 

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

 

15                         Invesco Core Plus Bond Fund


     Principal
Amount
     Value  
Integrated Oil & Gas–(continued)   

Petroleos Mexicanos (Mexico),
Sr. Unsec. Gtd. Global Notes, 6.50%, 06/02/41

  $ 100,000       $ 100,657   
               2,922,204   
Integrated Telecommunication Services–1.16%   

AT&T Inc., Sr. Unsec. Global Notes,

    

3.40%, 05/15/25

    1,567,000         1,488,385   

4.75%, 05/15/46

    2,287,000         2,074,953   

Telecom Italia S.p.A. (Italy),
Sr. Unsec. Notes,
5.30%, 05/30/24(b)

    540,000         551,135   

Verizon Communications Inc.,
Sr. Unsec. Global Notes,

    

4.52%, 09/15/48

    4,812,000         4,258,923   

5.01%, 08/21/54

    1,698,000         1,558,143   

5.15%, 09/15/23

    665,000         727,635   

6.40%, 09/15/33

    342,000         392,298   
               11,051,472   
Internet Retail–0.01%   

Netflix, Inc., Sr. Unsec. Global Notes, 5.75%, 03/01/24

    121,000         126,445   
Internet Software & Services–0.80%   

Alibaba Group Holding Ltd. (China), Sr. Unsec. Gtd. Notes,

    

3.13%, 11/28/21(b)

    2,207,000         2,139,295   

3.60%, 11/28/24(b)

    1,665,000         1,574,491   

4.50%, 11/28/34(b)

    1,124,000         1,050,870   

EarthLink Holdings Corp., Sr. Sec. Gtd. First Lien Global Notes, 7.38%, 06/01/20

    186,000         194,835   

Equinix Inc., Sr. Unsec. Notes,

    

5.38%, 01/01/22

    111,000         112,387   

5.38%, 04/01/23

    265,000         267,981   

Tencent Holdings Ltd. (China),
Sr. Unsec. Notes,
3.38%, 05/02/19(b)

    2,255,000         2,279,938   
               7,619,797   
Investment Banking & Brokerage–0.37%   

Cantor Fitzgerald, L.P., Unsec. Notes, 6.50%, 06/17/22(b)

    1,896,000         1,978,903   

Charles Schwab Corp. (The),
Series A, Jr. Unsec. Sub. Notes, 7.00%(d)

    1,315,000         1,508,962   
               3,487,865   
Leisure Products–0.03%   

Party City Holdings Inc., Sr. Unsec. Gtd. Notes, 6.13%, 08/15/23(b)

    102,000         103,658   

Vista Outdoor Inc., Sr. Unsec. Gtd. Notes, 5.88%, 10/01/23(b)

    176,000         180,400   
               284,058   
     Principal
Amount
     Value  
Life & Health Insurance–1.13%   

Forethought Financial Group, Inc., Sr. Unsec. Notes, 8.63%, 04/15/21(b)

  $ 50,000       $ 57,700   

MetLife, Inc.,
Sr. Unsec. Global Notes,

    

4.13%, 08/13/42

    2,200,000         2,051,124   

Series C, Jr. Unsec. Sub.
Global Notes, 5.25%(d)

    3,605,000         3,659,075   

Nationwide Financial Services, Inc., Sr. Unsec. Notes,
5.38%, 03/25/21(b)

    735,000         812,805   

Prudential Financial, Inc., Jr. Unsec. Sub. Global Notes, 8.88%, 06/15/38

    1,640,000         1,898,300   

TIAA Asset Management Finance Co. LLC, Sr. Unsec. Notes, 4.13%, 11/01/24(b)

    2,235,000         2,257,972   
               10,736,976   
Managed Health Care–0.67%   

UnitedHealth Group Inc., Sr. Unsec. Global Notes, 3.75%, 07/15/25

    6,261,000         6,396,100   
Marine–0.05%   

Navios Maritime Acquisition Corp./Navios Acquisition Finance U.S. Inc., Sr. Sec. Gtd. First Lien Mortgage Notes, 8.13%, 11/15/21(b)

    318,000         306,075   

PT Pelabuhan Indonesia II (Indonesia), Sr. Unsec. Notes, 4.25%, 05/05/25(b)

    200,000         178,250   
               484,325   
Metal & Glass Containers–0.03%   

Berry Plastics Corp., Sec. Gtd. Second Lien Notes, 5.50%, 05/15/22

    144,000         140,400   

Owens-Brockway Glass Container, Inc., Sr. Unsec. Gtd. Notes,

    

5.00%, 01/15/22(b)

    25,000         24,750   

5.88%, 08/15/23(b)

    49,000         49,796   

6.38%, 08/15/25(b)

    74,000         75,850   
               290,796   
Movies & Entertainment–0.22%   

Time Warner, Inc., Sr. Unsec. Gtd. Global Deb., 5.35%, 12/15/43

    2,100,000         2,121,584   
Multi-Line Insurance–0.22%     

Nationwide Mutual Insurance Co., Unsec. Sub. Notes, 4.95%, 04/22/44(b)

    2,185,000         2,123,288   
Multi-Sector Holdings–0.46%      

BNSF Railway Co. Pass Through Trust, Series 2015-1, Sr. Sec. First Lien Pass-Through Ctfs., 3.44%, 06/16/28(b)

    4,201,000         4,196,713   
 

 

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

 

16                         Invesco Core Plus Bond Fund


     Principal
Amount
     Value  
Multi-Sector Holdings–(continued)      

SUAM Finance B.V. (Colombia),
Sr. Unsec. Gtd. Notes, 4.88%, 04/17/24(b)

  $ 200,000       $ 202,257   
               4,398,970   
Multi-Utilities–0.23%     

Enable Midstream Partners L.P.,
Sr. Unsec. Notes, 3.90%, 05/15/24(b)

    2,525,000         2,221,325   
Office REIT’s–0.19%     

CyrusOne L.P./CyrusOne Finance Corp., Sr. Unsec. Gtd. Global Notes, 6.38%, 11/15/22

    259,000         264,827   

Piedmont Operating Partnership L.P., Sr. Unsec. Gtd. Global Notes, 4.45%, 03/15/24

    1,290,000         1,299,153   

Wanda Properties International Co., Ltd. (China), REGS, Sr. Unsec. Gtd. Euro Bonds, 7.25%, 01/29/24

    200,000         215,111   
               1,779,091   
Office Services & Supplies–0.55%      

Pitney Bowes Inc., Sr. Unsec. Global Notes, 4.63%, 03/15/24

    1,070,000         1,071,152   

Steelcase, Inc., Sr. Unsec. Global Bonds, 6.38%, 02/15/21

    3,730,000         4,200,118   
               5,271,270   
Oil & Gas Drilling–0.19%     

Rowan Cos., Inc., Sr. Unsec. Gtd. Notes, 5.85%, 01/15/44

    2,495,000         1,815,029   
Oil & Gas Equipment & Services–0.75%   

Bristow Group, Inc., Sr. Unsec. Gtd. Notes, 6.25%, 10/15/22

    42,000         36,750   

Odebrecht Oil & Gas Finance Ltd. (Brazil),
Sr. Unsec. Gtd. Notes, 7.00%(b)(d)

    200,000         88,500   

REGS, Sr. Unsec. Gtd. Euro Notes, 7.00%(b)(d)

    301,000         131,687   

Petrofac Ltd. (United Kingdom),
Sr. Unsec. Gtd. Notes, 3.40%, 10/10/18(b)

    7,020,000         6,924,872   
               7,181,809   
Oil & Gas Exploration & Production–0.63%   

Antero Resources Corp., Sr. Unsec. Gtd. Global Notes,

    

5.38%, 11/01/21

    119,000         110,670   

6.00%, 12/01/20

    91,000         87,815   

Carrizo Oil & Gas, Inc.,

    

Sr. Unsec. Gtd. Global Notes,

    

6.25%, 04/15/23

    195,000         176,963   

Sr. Unsec. Gtd. Notes,

    

7.50%, 09/15/20

    4,000         3,840   

Chaparral Energy, Inc., Sr. Unsec. Gtd. Global Notes, 9.88%, 10/01/20

    137,000         72,610   
     Principal
Amount
     Value  
Oil & Gas Exploration & Production–(continued)   

Chesapeake Energy Corp.,
Sr. Unsec. Gtd. Notes, 6.63%, 08/15/20

  $ 89,000       $ 71,868   

Concho Resources Inc., Sr. Unsec. Gtd. Global Notes,

    

5.50%, 10/01/22

    61,000         60,619   

5.50%, 04/01/23

    368,000         365,240   

Denbury Resources Inc., Sr. Unsec. Gtd. Sub. Notes, 5.50%, 05/01/22

    118,000         85,255   

Devon Energy Corp., Sr. Unsec. Global Notes, 2.25%, 12/15/18

    910,000         908,302   

Gulfport Energy Corp., Sr. Unsec. Gtd. Notes, 6.63%, 05/01/23(b)

    49,000         46,305   

Halcón Resources Corp., Sec. Gtd. Second Lien Notes,
8.63%, 02/01/20(b)

    59,000         52,363   

KazMunayGas National Co. JSC (Kazakhstan), Sr. Unsec. Notes,

    

4.40%, 04/30/23(b)

    200,000         176,500   

7.00%, 05/05/20(b)

    210,000         217,875   

Laredo Petroleum, Inc., Sr. Unsec. Gtd. Global Notes, 7.38%, 05/01/22

    174,000         171,390   

Noble Energy Inc., Sr. Unsec. Notes, 3.90%, 11/15/24

    1,098,000         1,037,706   

Pacific Rubiales Energy Corp. (Colombia), REGS, Sr. Unsec. Gtd. Euro Notes, 5.13%, 03/28/23(b)

    111,000         56,055   

Parsley Energy LLC/Parsley Finance Corp., Sr. Unsec. Notes, 7.50%, 02/15/22(b)

    88,000         86,680   

Pertamina Persero PT (Indonesia), REGS, Sr. Unsec. Medium-Term Euro Notes, 4.30%, 05/20/23(b)

    400,000         370,520   

QEP Resources Inc., Sr. Unsec. Notes, 5.38%, 10/01/22

    140,000         121,800   

Range Resources Corp.,

    

Sr. Unsec. Gtd. Sub.
Global Notes,

    

5.00%, 03/15/23

    139,000         127,185   

Sr. Unsec. Gtd. Sub. Notes,

    

5.00%, 08/15/22

    371,000         344,102   

5.75%, 06/01/21

    87,000         84,390   

Rice Energy Inc., Sr. Unsec. Gtd. Notes, 7.25%, 05/01/23(b)

    196,000         184,240   

RSP Permian, Inc., Sr. Unsec.
Gtd. Notes,

    

6.63%, 10/01/22(b)

    30,000         29,700   

6.63%, 10/01/22(b)

    78,000         77,220   

SandRidge Energy, Inc., Sr. Unsec. Gtd. Global Notes, 7.50%, 03/15/21

    85,000         24,650   

SM Energy Co., Sr. Unsec.
Global Notes,

    

6.13%, 11/15/22

    164,000         154,570   

6.50%, 11/15/21

    395,000         385,125   

6.50%, 01/01/23

    68,000         65,620   
 

 

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 Exploration & Production–(continued)   

Whiting Petroleum Corp., Sr. Unsec. Gtd. Notes,

    

5.00%, 03/15/19

  $ 71,000       $ 63,900   

5.75%, 03/15/21

    50,000         45,000   

WPX Energy, Inc., Sr. Unsec. Notes, 7.50%, 08/01/20

    189,700         183,060   
               6,049,138   
Oil & Gas Refining & Marketing–0.06%   

Reliance Industries Ltd. (India), REGS, Sr. Unsec. Euro Notes, 4.13%, 01/28/25(b)

    590,000         576,019   
Oil & Gas Storage & Transportation–1.77%   

Crestwood Midstream Partners L.P./ Crestwood Midstream
Finance Corp.,

    

Sr. Unsec. Gtd. Global Bonds,

    

6.13%, 03/01/22

    48,000         44,400   

Sr. Unsec. Gtd. Global Notes,

    

6.00%, 12/15/20

    237,000         223,965   

Energy Transfer Equity, L.P.,

    

Sr. Sec. First Lien Notes,

    

5.50%, 06/01/27

    123,000         115,620   

Sr. Sec. Gtd. First Lien Notes,

    

7.50%, 10/15/20

    50,000         53,813   

Enterprise Products Operating LLC, Sr. Unsec. Gtd. Notes, 3.75%, 02/15/25

    1,594,000         1,522,967   

EQT Midstream Partners L.P.,
Sr. Unsec. Gtd. Notes, 4.00%, 08/01/24

    2,255,000         2,028,085   

Genesis Energy L.P./Genesis Energy Finance Corp., Sr. Unsec. Gtd. Notes, 6.75%, 08/01/22

    134,000         130,650   

Kinder Morgan Inc., Sr. Unsec. Gtd. Notes, 5.30%, 12/01/34

    1,167,000         1,012,147   

MarkWest Energy Partners, L.P./ MarkWest Energy Finance Corp., Sr. Unsec. Gtd. Notes,

    

4.88%, 06/01/25

    125,000         116,250   

5.50%, 02/15/23

    194,000         191,090   

NGL Energy Partners L.P./NGL Energy Finance Corp., Sr. Unsec. Gtd. Global Notes, 6.88%, 10/15/21

    57,000         55,575   

Sabine Pass Liquefaction, LLC,
Sr. Sec. First Lien Global Notes, 5.63%, 02/01/21

    200,000         197,500   

Spectra Energy Partners, L.P.,
Sr. Unsec. Global Notes,

    

3.50%, 03/15/25

    3,053,000         2,832,009   

4.50%, 03/15/45

    2,490,000         2,074,994   

Targa Resources Partners L.P./ Targa Resources Partners Finance Corp.,

    

Sr. Unsec. Gtd. Global Bonds,

    

5.25%, 05/01/23

    89,000         84,105   

Sr. Unsec. Gtd. Global Notes,

    

6.88%, 02/01/21

    94,000         94,470   
     Principal
Amount
     Value  
Oil & Gas Storage & Transportation–(continued)   

Teekay Corp. (Bermuda), Sr. Unsec. Global Notes, 8.50%, 01/15/20

  $ 35,000       $ 36,619   

Teekay Offshore Partners L.P./Teekay Offshore Finance Corp. (Bermuda), Sr. Unsec. Global Notes, 6.00%, 07/30/19

    81,000         69,052   

Tesoro Logistics L.P./Tesoro Logistics Finance Corp.,
Sr. Unsec. Gtd. Global Notes, 5.88%, 10/01/20

    133,000         133,997   

Texas Eastern Transmission L.P., Sr. Unsec. Notes, 7.00%, 07/15/32

    255,000         305,822   

Williams Partners L.P., Sr. Unsec. Global Notes,
4.00%, 09/15/25

    5,289,000         4,728,898   

Williams Partners L.P./ACMP Finance Corp., Sr. Unsec. Global Notes, 4.88%, 05/15/23

    810,000         765,450   
               16,817,478   
Other Diversified Financial Services–0.46%   

BOC Aviation Pte. Ltd. (Singapore), Sr. Unsec. Notes,
3.00%, 03/30/20(b)

    2,477,000         2,436,045   

Neuberger Berman Group LLC/Neuberger Berman Finance Corp., Sr. Unsec. Notes, 4.88%, 04/15/45(b)

    2,125,000         1,955,000   
               4,391,045   
Packaged Foods & Meats–1.27%   

Chiquita Brands International Inc., Sr. Unsec. Conv. Notes, 4.25%, 08/15/16

    5,805,000         5,805,000   

Diamond Foods Inc., Sr. Unsec. Gtd. Notes, 7.00%, 03/15/19(b)

    302,000         311,438   

FAGE Dairy Industry S.A./FAGE USA Dairy Industry, Inc. (Greece),
Sr. Unsec. Gtd. Notes, 9.88%, 02/01/20(b)

    100,000         104,260   

Gruma, S.A.B. de C.V. (Mexico), REGS, Sr. Unsec. Euro Notes, 4.88%, 12/01/24(b)

    320,000         337,120   

JBS Investments GmbH (Brazil),
Sr. Unsec. Gtd. Notes, 7.25%, 04/03/24(b)

    2,154,000         2,170,155   

Marfrig Overseas Ltd. (Brazil), REGS, Sr. Unsec. Gtd. Euro Notes, 9.50%, 05/04/20(b)

    440,000         447,150   

Smithfield Foods Inc., Sr. Unsec. Notes, 6.63%, 08/15/22

    2,687,000         2,871,731   

WhiteWave Foods Co. (The),
Sr. Unsec. Gtd. Notes, 5.38%, 10/01/22

    61,000         63,440   
               12,110,294   
 

 

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

 

18                         Invesco Core Plus Bond Fund


     Principal
Amount
     Value  
Paper Packaging–0.23%   

Graphic Packaging International Inc., Sr. Unsec. Gtd. Notes,

    

4.75%, 04/15/21

  $ 468,000       $ 477,360   

4.88%, 11/15/22

    65,000         65,813   

Klabin Finance S.A. (Brazil),
Sr. Unsec. Gtd. Notes, 5.25%, 07/16/24(b)

    1,770,000         1,677,296   
               2,220,469   
Paper Products–0.49%   

Clearwater Paper Corp.,
Sr. Unsec. Gtd. Global Notes,

    

4.50%, 02/01/23

    26,000         24,830   

Sr. Unsec. Gtd. Notes,

    

5.38%, 02/01/25(b)

    66,000         64,350   

International Paper Co., Sr. Unsec. Global Notes,

    

3.80%, 01/15/26

    991,000         961,956   

5.15%, 05/15/46

    3,418,000         3,315,754   

Mercer International Inc., Sr. Unsec. Gtd. Global Notes, 7.00%, 12/01/19

    87,000         89,501   

PH Glatfelter Co., Sr. Unsec. Gtd. Global Notes, 5.38%, 10/15/20

    168,000         171,570   
         4,627,961   
Personal Products–0.01%   

Elizabeth Arden, Inc., Sr. Unsec. Global Notes, 7.38%, 03/15/21

    121,000         78,953   
Pharmaceuticals–1.32%   

Actavis Funding SCS, Sr. Unsec. Gtd. Global Notes, 3.00%, 03/12/20

    4,574,000         4,531,375   

Bayer US Finance LLC (Germany), Sr. Unsec. Gtd. Notes,
3.00%, 10/08/21(b)

    2,202,000         2,215,788   

Bristol-Myers Squibb Co., Sr. Unsec. Deb., 6.88%, 08/01/97

    2,492,000         3,358,572   

Concordia Healthcare Corp. (Canada), Sr. Unsec. Gtd. Notes, 7.00%, 04/15/23(b)

    263,000         271,547   

Perrigo Finance PLC, Sr. Unsec. Gtd. Yankee Bonds, 3.90%, 12/15/24

    1,654,000         1,606,258   

Quintiles Transnational Corp.,
Sr. Unsec. Gtd. Notes, 4.88%, 05/15/23(b)

    30,000         30,675   

Valeant Pharmaceuticals International, Inc., Sr. Unsec. Gtd. Notes,

    

5.50%, 03/01/23(b)

    55,000         55,688   

5.63%, 12/01/21(b)

    130,000         133,087   

5.88%, 05/15/23(b)

    33,000         33,908   

6.13%, 04/15/25(b)

    344,000         356,900   
         12,593,798   
Property & Casualty Insurance–1.07%   

Allstate Corp. (The), Unsec. Sub. Global Deb., 5.75%, 08/15/53

    2,085,000         2,165,793   
     Principal
Amount
     Value  
Property & Casualty Insurance–(continued)   

Liberty Mutual Group Inc.,
Jr. Unsec. Gtd. Sub. Bonds, 7.80%, 03/15/37(b)

  $ 1,320,000       $ 1,547,700   

Travelers Cos., Inc. (The),
Sr. Unsec. Global Notes, 4.30%, 08/25/45

    3,880,000         3,822,679   

XLIT Ltd. (Ireland), Unsec. Sub. Gtd. Yankee Notes, 4.45%, 03/31/25

    2,675,000         2,644,247   
               10,180,419   
Railroads–0.50%   

Burlington Northern Santa Fe, LLC, Sr. Unsec. Global Deb., 3.00%, 04/01/25

    2,657,000         2,530,968   

Lima Metro Line 2 Finance Ltd. (Peru), Sr. Sec. First Lien Bonds, 5.88%, 07/05/34(b)

    200,000         204,000   

Transnet SOC Ltd. (South Africa), Sr. Unsec. Notes,

    

4.00%, 07/26/22(b)

    400,000         376,000   

REGS, Sr. Unsec. Euro Notes, 4.00%, 07/26/22(b)

    400,000         377,200   

Union Pacific Corp., Sr. Unsec. Notes, 3.25%, 08/15/25

    1,335,000         1,321,506   
               4,809,674   
Real Estate Development–0.05%   

AV Homes, Inc., Sr. Unsec. Gtd. Global Notes, 8.50%, 07/01/19

    40,000         40,250   

Country Garden Holdings Co. Ltd. (China), REGS, Sr. Unsec. Gtd. Euro Notes, 7.50%, 01/10/23(b)

    200,000         198,000   

Shimao Property Holdings Ltd. (Hong Kong), REGS, Sr. Unsec. Gtd. Euro Bonds, 8.38%, 02/10/22

    200,000         204,106   
               442,356   
Regional Banks–0.65%   

Banco Internacional del Perú S.A.A. (Peru), Unsec. Sub. Notes, 6.63%, 03/19/29(b)

    500,000         527,429   

CIT Group Inc., Sr. Unsec.
Global Notes,

    

5.00%, 08/15/22

    222,000         226,995   

5.00%, 08/01/23

    35,000         35,525   

Fifth Third Bancorp,
Sr. Unsec. Notes,

    

3.50%, 03/15/22

    1,550,000         1,568,591   

Series J, Jr. Unsec. Sub. Bonds,

    

4.90%(d)

    1,520,000         1,436,400   

First Niagara Financial Group Inc., Unsec. Sub. Notes, 7.25%, 12/15/21

    650,000         731,617   

SVB Financial Group, Sr. Unsec. Global Notes, 3.50%, 01/29/25

    1,455,000         1,409,576   

Synovus Financial Corp., Sr. Unsec. Global Notes, 7.88%, 02/15/19

    185,000         209,512   
               6,145,645   
 

 

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

 

19                         Invesco Core Plus Bond Fund


     Principal
Amount
     Value  
Reinsurance–0.19%   

Reinsurance Group of America, Inc., Sr. Unsec. Medium-Term Notes, 4.70%, 09/15/23

  $ 1,650,000       $ 1,767,973   
Renewable Electricity–0.12%   

Oglethorpe Power Corp., Sr. Sec. First Mortgage Bonds, 4.55%, 06/01/44

    1,194,000         1,173,417   
Residential REIT’s–0.23%   

Essex Portfolio L.P., Sr. Unsec. Gtd. Global Notes, 3.63%, 08/15/22

    2,135,000         2,156,651   
Restaurants–0.72%   

1011778 BC ULC/ New Red Finance, Inc. (Canada),
Sec. Gtd. Second Lien Notes,

    

6.00%, 04/01/22(b)

    3,498,000         3,607,313   

Sr. Sec. Gtd. First Lien Notes,

    

4.63%, 01/15/22(b)

    68,000         68,595   

Carrols Restaurant Group, Inc., Sec. Gtd. Second Lien Global Notes, 8.00%, 05/01/22

    155,000         164,106   

Yum! Brands, Inc., Sr. Unsec. Notes, 3.75%, 11/01/21

    2,962,000         3,013,669   
               6,853,683   
Security & Alarm Services–0.01%   

ADT Corp. (The), Sr. Unsec. Global Notes, 6.25%, 10/15/21

    50,000         51,875   
Semiconductor Equipment–0.01%   

Amkor Technology Inc., Sr. Unsec. Global Notes, 6.38%, 10/01/22

    81,000         79,380   
Semiconductors–0.25%   

Micron Technology, Inc.,
Sr. Unsec. Gtd. Global Notes,

    

5.88%, 02/15/22

    140,000         138,600   

Sr. Unsec. Notes,

    

5.25%, 08/01/23(b)

    55,000         51,700   

NXP BV/NXP Funding LLC (Netherlands), Sr. Unsec. Gtd. Notes, 5.75%, 03/15/23(b)

    2,120,000         2,215,400   
               2,405,700   
Soft Drinks–1.60%   

Coca-Cola Co. (The), Sr. Unsec. Global Notes, 3.30%, 09/01/21

    10,000,000         10,401,550   

Corp. Lindley S.A. (Peru), REGS, Sr. Unsec. Euro Notes, 4.63%, 04/12/23(b)

    440,000         426,857   

PepsiCo Inc., Sr. Unsec. Global Notes, 3.00%, 08/25/21

    4,378,000         4,463,925   
               15,292,332   
Sovereign Debt–0.61%   

Argentina Boden Bonds (Argentina), Sr. Unsec. Bonds, 7.00%, 10/03/15

    685,000         705,550   
     Principal
Amount
     Value  
Sovereign Debt–(continued)   

Dominican Republic International Bond (Dominican Repubic),
Sr. Unsec. Bonds,

    

5.50%, 01/27/25(b)

  $ 541,000       $ 538,295   

REGS, Sr. Unsec. Euro Bonds, 5.50%, 01/27/25(b)

    100,000         99,500   

El Salvador Government International Bond (El Salvador), Unsec. Notes, 6.38%, 01/18/27(b)

    228,000         216,600   

Guatemala Government Bond (Guatemala),
Sr. Unsec. Bonds,

    

8.13%, 10/06/19(b)(e)

    220,000         289,520   

REGS, Sr. Unsec. Euro Bonds, 8.13%, 10/06/19(b)(e)

    90,000         118,440   

Honduras Government International Bond (Honduras), REGS,
Sr. Unsec. Euro Notes, 7.50%, 03/15/24(b)

    200,000         212,000   

Ivory Coast Government International Bond (Ivory Coast), Sr. Unsec. Notes, 6.38%, 03/03/28(b)

    324,000         302,551   

Jamaica Government International Bond (Jamaica), Sr. Unsec. Global Notes, 6.75%, 04/28/28

    252,000         252,000   

Lebanon Government International Bond (Lebanon), REGS, Sr. Unsec. Euro Bonds, 6.00%, 01/27/23(b)

    500,000         500,100   

Mexico Government International Bond (Mexico), Sr. Unsec. Global Notes, 4.60%, 01/23/46

    200,000         183,250   

Panama Government International Bond (Panama), Sr. Unsec.
Global Bonds,

    

4.00%, 09/22/24

    320,000         320,000   

5.20%, 01/30/20

    400,000         438,500   

Peruvian Government International Bond (Peru), Sr. Unsec. Global Bonds, 4.13%, 08/25/27

    299,000         295,741   

Poland Government International Bond (Poland), Sr. Unsec. Global Notes, 4.00%, 01/22/24

    400,000         421,507   

Romanian Government International Bond (Romania), Sr. Unsec. Notes, 4.88%, 01/22/24(b)

    200,000         216,250   

Russian Foreign Bond (Russia), REGS, Sr. Unsec. Euro Bonds, 4.88%, 09/16/23(b)

    400,000         384,052   

Uruguay Government International Bond (Uruguay), Sr. Unsec. Global Bonds, 5.10%, 06/18/50

    320,000         294,000   
               5,787,856   
Specialized Consumer Services–0.02%   

ServiceMaster Co., LLC (The),
Sr. Unsec. Notes, 7.45%, 08/15/27

    191,000         193,626   
 

 

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

 

20                         Invesco Core Plus Bond Fund


     Principal
Amount
     Value  
Specialized Finance–1.28%   

Aircastle Ltd.,
Sr. Unsec. Global Notes,

    

7.63%, 04/15/20

  $ 157,000       $ 178,980   

Sr. Unsec. Notes,

    

5.13%, 03/15/21

    55,000         56,512   

5.50%, 02/15/22

    50,000         51,750   

Fly Leasing Ltd. (Ireland), Sr. Unsec. Global Notes, 6.75%, 12/15/20

    200,000         207,000   

International Lease Finance Corp., Sr. Unsec. Global Notes,

    

5.88%, 08/15/22

    120,000         129,900   

Sr. Unsec. Notes,

    

8.25%, 12/15/20

    126,000         150,570   

McGraw Hill Financial, Inc.,
Sr. Unsec. Gtd. Notes, 4.40%, 02/15/26(b)

    3,850,000         3,834,200   

Moody’s Corp., Sr. Unsec.
Global Notes,

    

2.75%, 07/15/19

    1,470,000         1,489,802   

4.88%, 02/15/24

    4,595,000         4,793,888   

5.25%, 07/15/44

    1,140,000         1,190,553   

MSCI Inc., Sr. Unsec. Gtd. Notes, 5.25%, 11/15/24(b)

    100,000         102,250   
               12,185,405   
Specialized REIT’s–0.73%   

Crown Castle International Corp., Sr. Unsec. Global Notes,

    

5.25%, 01/15/23

    180,000         189,450   

Sr. Unsec. Notes,

    

4.88%, 04/15/22

    81,000         83,532   

EPR Properties, Sr. Unsec. Gtd. Global Notes,

    

4.50%, 04/01/25

    2,244,000         2,100,891   

7.75%, 07/15/20

    3,880,000         4,575,096   
               6,948,969   
Specialty Chemicals–0.02%   

PolyOne Corp., Sr. Unsec. Global Notes, 5.25%, 03/15/23

    223,000         220,213   
Specialty Stores–0.22%   

Tiffany & Co., Sr. Unsec.
Global Notes,

    

3.80%, 10/01/24

    1,005,000         984,599   

4.90%, 10/01/44

    1,140,000         1,090,771   
               2,075,370   
Steel–0.24%   

FMG Resources (August 2006) Pty. Ltd. (Australia), Sr. Unsec.
Gtd. Notes,

    

6.88%, 04/01/22(b)

    30,000         18,675   

8.25%, 11/01/19(b)

    2,043,000         1,588,432   

GTL Trade Finance Inc. (Brazil), REGS, Sr. Unsec. Gtd. Euro Bonds, 5.89%, 04/29/24(b)

    340,000         298,078   
     Principal
Amount
     Value  
Steel–(continued)   

Steel Dynamics, Inc., Sr. Unsec. Gtd. Global Notes,

    

5.13%, 10/01/21

  $ 63,000       $ 62,370   

5.50%, 10/01/24

    150,000         147,562   

SunCoke Energy Partners L.P./SunCoke Energy Partners Finance Corp., Sr. Unsec. Gtd. Notes,

    

7.38%, 02/01/20(b)

    154,000         141,103   
               2,256,220   
Technology Hardware, Storage & Peripherals–0.16%   

Seagate HDD Cayman, Sr. Unsec. Gtd. Notes, 5.75%, 12/01/34(b)

    1,540,000         1,516,900   
Tobacco–0.92%   

Philip Morris International Inc.,
Sr. Unsec. Global Bonds, 3.38%, 08/11/25

    4,500,000         4,479,476   

Reynolds American, Inc., Sr. Unsec. Gtd. Global Notes,

    

4.45%, 06/12/25

    2,187,000         2,244,580   

5.85%, 08/15/45

    1,912,000         2,060,166   
               8,784,222   
Trading Companies & Distributors–0.35%   

AerCap Ireland Capital Ltd./AerCap Global Aviation Trust (Netherlands), Sr. Unsec. Gtd. Global Notes, 5.00%, 10/01/21

    630,000         652,837   

Air Lease Corp., Sr. Unsec. Global Notes, 3.88%, 04/01/21

    2,425,000         2,453,797   

United Rentals North America Inc., Sr. Unsec. Gtd. Global Notes,

    

5.50%, 07/15/25

    130,000         125,775   

Sr. Unsec. Gtd. Notes, 6.13%, 06/15/23

    90,000         92,813   
               3,325,222   
Trucking–0.25%   

OPE KAG Finance Sub Inc.,
Sr. Unsec. Notes, 7.88%, 07/31/23(b)

    123,000         126,382   

Penske Truck Leasing Co., L.P./PTL Finance Corp., Sr. Unsec. Notes, 3.20%, 07/15/20(b)

    2,272,000         2,273,703   
               2,400,085   
Wireless Telecommunication Services–1.10%   

America Movil S.A.B. de C.V. (Mexico), Sr. Unsec. Gtd. Global Notes, 6.13%, 03/30/40

    1,115,000         1,258,581   

Bharti Airtel International Netherlands B.V. (India),
Sr. Unsec. Gtd. Notes, 5.35%, 05/20/24(b)

    500,000         532,500   

Comcel Trust via Comunicaciones Celulares S.A. (Guatemala), REGS, Sr. Unsec. Gtd. Euro Bonds, 6.88%, 02/06/24(b)

    266,000         273,980   
 

 

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

 

21                         Invesco Core Plus Bond Fund


     Principal
Amount
     Value  
Wireless Telecommunication Services–(continued)   

Crown Castle Towers LLC, Sr. Sec. Gtd. First Lien Notes, 4.88%, 08/15/20(b)

  $ 1,835,000       $ 2,009,813   

Digicel Ltd. (Jamaica), Sr. Unsec. Notes, 6.00%, 04/15/21(b)

    200,000         184,000   

MTN Mauritius Investments Ltd. (South Africa), Sr. Unsec. Gtd. Notes, 4.76%,
11/11/24(b)

    400,000         401,500   

Rogers Communications Inc. (Canada), Sr. Unsec. Gtd. Global Notes, 5.00%, 03/15/44

    2,955,000         2,892,833   

SBA Communications Corp.,
Sr. Unsec. Global Notes, 4.88%, 07/15/22

    315,000         313,425   

Sprint Capital Corp., Sr. Unsec. Gtd. Global Notes, 6.88%, 11/15/28

    160,000         138,400   

Sprint Communications Inc.,
Sr. Unsec. Global Notes,

    

11.50%, 11/15/21

    65,000         74,588   

Sr. Unsec. Gtd. Notes,

    

7.00%, 03/01/20(b)

    780,000         833,625   

Sprint Corp., Sr. Unsec. Gtd.
Global Notes,

    

7.63%, 02/15/25

    350,000         329,000   

7.88%, 09/15/23

    171,000         165,870   

T-Mobile USA, Inc.,
Sr. Unsec. Gtd. Global Bonds,

    

6.84%, 04/28/23

    135,000         142,762   

Sr. Unsec. Gtd. Global Notes,

    

6.38%, 03/01/25

    152,000         155,800   

6.63%, 04/01/23

    194,000         203,215   

Wind Acquisition Finance
S.A. (Italy),
Sec. Gtd. Second Lien Notes,

    

7.38%, 04/23/21(b)

    250,000         256,250   

Sr. Sec. Gtd. First Lien Notes,

    

4.75%, 07/15/20(b)

    300,000         303,750   
               10,469,892   

Total U.S. Dollar Denominated Bonds and Notes (Cost $476,994,184)

   

     469,972,891   

U.S. Government Sponsored Agency Mortgage-Backed Securities–25.43%

   

Collateralized Mortgage Obligations–0.52%   

Fannie Mae REMICs, IO,

    

7.00%, 05/25/33

    16,878         3,465   

6.00%, 07/25/33

    16,878         4,052   

Ginnie Mae REMICs, IO,

    

1.59%, 09/20/64(f)

    13,394,763         1,398,413   

1.64%, 11/20/64(f)

    8,803,886         968,428   

1.69%, 12/20/64(f)

    22,709,216         2,568,412   
               4,942,770   
Federal Deposit Insurance Co. (FDIC)–0.02%   

Federal Deposit Insurance Co., Series 2010-S1, Class 1A, Structured Sale Gtd., Floating Rate Notes , 0.75%, 02/25/48(b)(f)

    222,618         222,705   
     Principal
Amount
     Value  
Federal Home Loan Mortgage Corp. (FHLMC)–8.10%   

Pass Through Ctfs.,

    

5.50%, 05/01/16 to 07/01/40

  $ 5,511,919       $ 6,175,891   

6.50%, 05/01/16 to 09/01/36

    1,024,750         1,176,943   

7.00%, 08/01/16 to 10/01/34

    2,220,402         2,570,522   

6.00%, 04/01/17 to 02/01/34

    498,805         556,545   

7.50%, 04/01/17 to 05/01/35

    997,611         1,197,067   

3.50%, 08/01/26

    1,489,695         1,578,617   

8.50%, 08/01/31

    76,092         94,383   

8.00%, 08/01/32

    66,134         81,904   

5.00%, 07/01/34 to 06/01/40

    5,217,090         5,748,105   

4.50%, 06/01/41

    3,804,048         4,147,455   

Pass Through Ctfs., ARM,

    

2.48%, 12/01/36(f)

    168,108         179,267   

2.66%, 02/01/37(f)

    51,722         55,550   

2.56%, 05/01/37(f)

    424,552         456,506   

2.39%, 06/01/43(f)

    3,793,192         3,850,131   

Pass Through Ctfs., TBA,

    

3.50%, 09/01/45(g)

    16,800,000         17,392,761   

4.00%, 09/01/45(g)

    30,100,000         31,931,865   
               77,193,512   
Federal National Mortgage Association (FNMA)–14.13%   

Pass Through Ctfs.,

    

7.50%, 11/01/15 to 08/01/37

    1,254,854         1,487,056   

7.00%, 12/01/15 to 02/01/34

    869,822         1,015,100   

6.50%, 05/01/16 to 01/01/37

    355,156         409,215   

6.00%, 05/01/17 to 10/01/39

    79,435         89,319   

5.00%, 03/01/18 to 12/01/39

    1,601,711         1,766,440   

5.50%, 11/01/18 to 06/01/40

    2,612,150         2,945,527   

8.00%, 08/01/21 to 04/01/33

    131,804         161,483   

9.50%, 04/01/30

    28,435         33,165   

8.50%, 10/01/32

    117,645         151,314   

3.00%, 08/01/43

    5,838,307         5,892,430   

Pass Through Ctfs., ARM,

    

2.41%, 05/01/35(f)

    533,750         568,122   

2.23%, 01/01/37(f)

    337,948         360,343   

2.32%, 03/01/38(f)

    166,050         177,591   

Pass Through Ctfs., TBA,

    

3.00%, 09/01/30 to 09/01/45(g)

    28,900,000         29,411,858   

3.50%, 09/01/45(g)

    52,200,000         54,149,748   

4.00%, 09/01/45(g)

    13,500,000         14,351,661   

4.50%, 09/01/45(g)

    20,000,000         21,678,126   
               134,648,498   
Government National Mortgage Association
(GNMA)–2.66%
  

Pass Through Ctfs.,

    

7.50%, 06/15/23 to 05/15/32

    30,847         33,490   

9.00%, 09/15/24 to 10/15/24

    18,834         18,925   

8.50%, 02/15/25

    6,683         6,751   

8.00%, 08/15/25 to 09/15/26

    56,870         60,371   

6.56%, 01/15/27

    152,134         173,977   

7.00%, 04/15/28 to 09/15/32

    367,069         415,318   

6.00%, 11/15/28 to 02/15/33

    113,091         130,529   
 

 

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

 

22                         Invesco Core Plus Bond Fund


     Principal
Amount
     Value  
Government National Mortgage Association
(GNMA)–(continued)
  

6.50%, 01/15/29 to 09/15/34

  $ 307,485       $ 352,196   

5.50%, 06/15/35

    151,672         171,970   

5.00%, 07/15/35 to 08/15/35

    69,660         76,878   

Pass Through Ctfs., ARM,

    

2.00%, 01/20/25 to 05/20/25(f)

    70,465         72,990   

3.00%, 06/20/25(f)

    9,453         9,841   

Pass Through Ctfs., TBA,

    

3.50%, 09/01/45(g)

    15,700,000         16,369,090   

4.00%, 09/01/45(g)

    7,000,000         7,426,835   
               25,319,161   

Total U.S. Government Sponsored Agency Mortgage-Backed Securities (Cost $240,318,198)

   

     242,326,646   

Asset-Backed Securities–19.79%

  

Adjustable Rate Mortgage Trust, Series 2005-1, Class 4A1, Floating Rate Pass Through Ctfs., 2.73%, 05/25/35(f)

    2,419,445         2,398,013   

Banc of America Commercial Mortgage Trust,

    

Series 2006-1, Class AJ, Variable Rate Pass Through Ctfs., 5.46%, 09/10/45(f)

    3,100,000         3,130,803   

Series 2006-1, Class B, Variable Rate Pass Through Ctfs., 5.49%, 09/10/45(f)

    3,077,000         3,111,545   

Banc of America Mortgage Trust, Series 2005-12, Class A2, Floating Rate Pass Through Ctfs., 1.10%, 01/25/36(f)

    2,605,447         2,348,732   

Barclays Bank Commercial Mortgage Securities Trust,
Series 2015-RRI, Class D, Floating Rate Pass Through Ctfs., 3.10%, 05/15/32(b)(f)

    3,730,000         3,707,818   

Bear Stearns Adjustable Rate Mortgage Trust,

    

Series 2003-6, Class 1A3, Floating Rate Pass Through Ctfs., 2.40%, 08/25/33(f)

    429,328         429,100   

Series 2005-2, Class A1, Floating Rate Pass Through Ctfs., 2.68%, 03/25/35(f)

    3,637,164         3,660,431   

Series 2006-1, Class A1, Floating Rate Pass Through Ctfs., 2.36%, 02/25/36(f)

    1,796,270         1,786,383   

Bear Stearns ALT-A Trust,
Series 2004-11, Class 2A3, Floating Rate Pass Through Ctfs., 2.46%, 11/25/34(f)

    3,906,228         3,807,594   

Boca Hotel Portfolio Trust,
Series 2013-BOCA, Class B, Floating Rate Pass Through Ctfs., 1.95%, 08/15/26(b)(f)

    2,500,000         2,496,436   
     Principal
Amount
     Value  

Carlyle High Yield Partners VIII, Ltd.,

    

Series 2006-8A, Class B, Floating Rate Pass Through Ctfs., 0.71%, 05/21/21(b)(f)

  $ 700,000       $ 678,128   

Series 2006-8A, Class A2B, Floating Rate Pass Through Ctfs., 0.67%, 05/21/21(b)(f)

    4,184,000         4,079,358   

CDGJ Commercial Mortgage Trust, Series 2014-BXCH, Class A, Floating Rate Pass Through Ctfs., 1.60%, 12/15/27(b)(f)

    1,150,000         1,151,068   

Centurion CDO 9 Ltd. (Cayman Islands), Series 2005-9X, Class A2, Floating Rate Pass Through Ctfs., 0.72%, 07/17/19(f)

    2,750,000         2,674,385   

CFCRE Commercial Mortgage Trust, Series 2011-C2, Class C, Variable Rate Pass Through Ctfs., 5.76%, 12/15/47(b)(f)

    5,000,000         5,565,008   

Citigroup Commercial Mortgage Trust, Series 2014-388G, Class C, Floating Rate Pass Through Ctfs., 1.60%, 06/15/33(b)(f)

    5,000,000         4,976,885   

Citigroup Mortgage Loan Trust, Inc.,

    

Series 2004-HYB3, Class 2A, Floating Rate Pass Through Ctfs., 2.69%, 09/25/34(f)

    3,202,187         3,163,941   

Series 2004-UST1, Class A4, Floating Rate Pass Through Ctfs., 2.26%, 08/25/34(f)

    1,559,202         1,550,837   

Commercial Mortgage Trust,

    

Series 2013-THL, Class A2, Floating Rate Pass Through Ctfs., 1.24%, 06/08/30(b)(f)

    2,875,000         2,871,700   

Series 2015-CR25, Class B, Pass Through Ctfs., 4.70%, 08/10/48

    4,367,000         4,458,480   

Countrywide Asset-Backed Ctfs., Series 2003-1, Class 3A, Floating Rate Pass Through Ctfs., 0.88%, 06/25/33(f)

    162,481         144,773   

Countrywide Home Loans Mortgage Pass Through Trust, Series 2007-13, Class A10, Pass Through Ctfs., 6.00%, 08/25/37

    759,471         726,331   

Credit Suisse Mortgage Trust, Series 2009-2R, Class 1A11, Floating Rate Pass Through Ctfs., 2.71%, 09/26/34(b)(f)

    214,355         214,932   

First Horizon Alternative Mortgage Securities Trust,

    

Series 2005-FA8, Class 2A1, Pass Through Ctfs., 5.00%, 11/25/20

    272,265         277,762   

Series 2006-FA5, Class A3, Pass Through Ctfs., 6.25%, 08/25/36

    365,650         294,167   

Foothill CLO Ltd. (Cayman Islands), Series 2007-1A, Class C, Floating Rate Pass Through Ctfs., 1.04%, 02/22/21(b)(f)

    1,531,000         1,516,166   
 

 

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

 

23                         Invesco Core Plus Bond Fund


     Principal
Amount
     Value  

GMACM Mortgage Loan Trust,
Series 2006-AR1, Class 1A1, Floating Rate Pass Through Ctfs., 3.10%, 04/19/36(f)

  $ 1,690,473       $ 1,522,078   

GP Portfolio Trust,
Series 2014-GPP, Class B, Floating Rate Pass Through Ctfs., 1.49%, 02/15/27(b)(f)

    5,000,000         5,002,278   

Hamlet II Ltd. (Cayman Islands), Series 2006-2A, Class A2B, Floating Rate Pass Through Ctfs., 0.64%, 05/11/21(b)(f)

    5,000,000         4,816,402   

Harborview Mortgage Loan Trust, Series 2005-9, Class 2A1C, Floating Rate Pass Through Ctfs., 0.65%, 06/20/35(f)

    39,164         36,255   

Hilton USA Trust, Series 2013-HLT, Class BFX, Pass Through Ctfs., 3.37%, 11/05/30(b)

    1,500,000         1,507,323   

Hyatt Hotel Portfolio Trust,
Series 2015-HYT, Class B, Floating Rate Pass Through Ctfs., 1.90%, 11/15/29(b)(f)

    3,998,000         4,019,539   

ING Investment Management CLO II, Ltd. (Cayman Islands),

    

Series 2006-2A, Class A2, Floating Rate Pass Through Ctfs., 0.65%, 08/01/20(b)(f)

    5,000,000         4,949,262   

Series 2006-2A, Class B, Floating Rate Pass Through Ctfs., 0.71%, 08/01/20(b)(f)

    2,718,000         2,664,749   

JP Morgan Chase Commercial Mortgage Securities Corp.,
Series 2012-LC9, Class B, Variable Rate Pass Through Ctfs., 3.81%, 12/15/47(b)(f)

    5,000,000         5,039,643   

JP Morgan Chase Commercial Mortgage Securities Trust,

    

Series 2006-LDP6, Class AJ, Variable Rate Pass Through Ctfs., 5.57%, 04/15/43(f)

    3,000,000         3,032,741   

Series 2006-LDP8, Class AJ, Pass Through Ctfs., 5.48%, 05/15/45

    1,200,000         1,232,246   

Series 2006-LDP9, Class A3, Pass Through Ctfs., 5.34%, 05/15/47

    860,895         892,189   

JP Morgan Mortgage Trust,

    

Series 2005-A3, Class 1A1, Floating Rate Pass Through Ctfs., 2.12%, 06/25/35(f)

    1,498,906         1,471,545   

Series 2005-A3, Class 6A5, Floating Rate Pass Through Ctfs., 2.62%, 06/25/35(f)

    1,705,128         1,671,265   

Series 2005-A5, Class 1A2, Floating Rate Pass Through Ctfs., 3.03%, 08/25/35(f)

    2,556,726         2,548,813   

Series 2005-A6, Class 7A1, Floating Rate Pass Through Ctfs., 2.90%, 08/25/35(f)

    1,585,642         1,511,050   

Series 2007-A4, Class 3A1, Floating Rate Pass Through Ctfs., 4.98%, 06/25/37(f)

    1,987,794         1,813,393   
     Principal
Amount
     Value  

Katonah Ltd. (Cayman Islands), Series 2007-IA, Class A2L, Floating Rate Pass Through Ctfs., 1.79%, 04/23/22(b)(f)

  $ 2,630,000       $ 2,626,745   

LB-UBS Commercial Mortgage Trust,

    

Series 2006-C7, Class AM, Pass Through Ctfs., 5.38%, 11/15/38

    2,110,000         2,183,984   

Series 2005-C7, Class AJ, Pass Through Ctfs., 5.32%, 11/15/40

    4,348,190         4,355,621   

Series 2006-C7, Class A3, Pass Through Ctfs., 5.35%, 11/15/38

    300,000         310,026   

Lehman Mortgage Trust,
Series 2006-1, Class 3A5, Pass Through Ctfs., 5.50%, 02/25/36

    541,283         526,540   

Luminent Mortgage Trust,
Series 2005-1, Class A1, Floating Rate Pass Through Ctfs., 0.46%, 11/25/35(f)

    1,662,815         1,510,372   

MAPS CLO Fund II Ltd. (Cayman Islands), Series 2007-2A, Class A2, Floating Rate Pass Through Ctfs., 0.74%, 07/20/22(b)(f)

    3,448,000         3,325,164   

Merrill Lynch Mortgage Investors Trust, Series 2005-A5, Class A9, Floating Rate Pass Through Ctfs., 2.57%, 06/25/35(f)

    3,475,306         3,403,855   

Provident Home Equity Loan Trust, Series 2000-2, Class A1, Floating Rate Pass Through Ctfs., 0.74%, 08/25/31(f)

    266,507         205,001   

Residential Funding Mortgage Sec I Trust, Series 2005-S9, Class A10, Pass Through Ctfs., 6.25%, 12/25/35

    1,988,835         1,922,443   

Sequoia Mortgage Trust,

    

Series 2013-3, Class A1, Pass Through Ctfs., 2.00%, 03/25/43

    2,511,551         2,338,939   

Series 2013-4, Class A3, Pass Through Ctfs., 1.55%, 04/25/43

    2,308,288         2,244,742   

Series 2013-7, Class A2, Pass Through Ctfs., 3.00%, 06/25/43

    2,124,940         2,077,627   

Shellpoint Asset Funding Trust, Series 2013-1, Class A3, Pass Through Ctfs., 3.75%, 07/25/43(b)

    3,618,946         3,726,813   

Sierra Timeshare Receivables Funding LLC, Series 2013-2A, Class A, Pass Through Ctfs., 2.28%, 11/20/25(b)

    780,205         781,991   

Specialty Underwriting & Residential Finance Trust, Series 2004-BC2, Class A2, Floating Rate Pass Through Ctfs., 0.74%, 05/25/35(f)

    41,645         36,182   
 

 

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

 

24                         Invesco Core Plus Bond Fund


     Principal
Amount
     Value  

Structured Adjustable Rate Mortgage Loan Trust,

    

Series 2004-8, Class 3A, Floating Rate Pass Through Ctfs., 2.49%, 07/25/34(f)

  $ 3,266,622       $ 3,271,800   

Series 2007-3, Class 4A2, Floating Rate Pass Through Ctfs., 4.68%, 04/25/47(f)

    975,939         703,690   

Structured Asset Investment Loan Trust, Series 2003-BC12, Class 3A, Floating Rate Pass Through Ctfs., 0.94%, 11/25/33(f)

    17,992         17,467   

Suntrust Alternative Loan Trust, Series 2005-1F, Class 2A8, Pass Through Ctfs., 6.00%, 12/25/35

    595,286         558,458   

Symphony CLO II, Ltd. (Cayman Islands), Series 2006-2A, Class A2B, Floating Rate Pass Through Ctfs., 0.66%, 10/25/20(b)(f)

    4,545,000         4,367,921   

Thornburg Mortgage
Securities Trust,

    

Series 2003-6, Class A2, Floating Rate Pass Through Ctfs., 1.20%, 12/25/33(f)

    1,397,160         1,298,878   

Series 2005-1, Class A3, Floating Rate Pass Through Ctfs., 2.15%, 04/25/45(f)

    2,959,684         2,979,055   

UBS-Citigroup Commercial Mortgage Trust, Series 2011-C1, Class C, Variable Rate Pass Through Ctfs., 6.08%, 01/10/45(b)(f)

    4,500,000         5,051,752   

Wachovia Bank Commercial Mortgage Trust,

    

Series 2005-C21, Class AJ, Variable Rate Pass Through Ctfs., 5.45%, 10/15/44(f)

    1,515,000         1,514,514   

Series 2005-C21, Class AM, Variable Rate Pass Through Ctfs., 5.45%, 10/15/44(f)

    1,464,333         1,464,079   

WaMu Mortgage Pass Through Trust,

    

Series 2003-AR8, Class A, Floating Rate Pass Through Ctfs., 2.49%, 08/25/33(f)

    1,193,300         1,228,991   

Series 2005-AR10, Class 1A3, Floating Rate Pass Through Ctfs., 2.50%, 09/25/35(f)

    525,000         509,333   

Series 2005-AR12, Class 1A8, Floating Rate Pass Through Ctfs., 2.35%, 10/25/35(f)

    2,172,332         2,099,330   

Series 2007-HY2, Class 2A2, Floating Rate Pass Through Ctfs., 2.49%, 11/25/36(f)

    1,446,011         1,277,689   

Wells Fargo Commercial Mortgage Trust, Series 2014-TISH, Class B, Floating Rate Pass Through Ctfs., 1.54%, 02/15/27(b)(f)

    2,500,000         2,474,624   
     Principal
Amount
     Value  

Wells Fargo Mortgage Backed Securities Trust,

    

Series 2004-K, Class 1A2, Floating Rate Pass Through Ctfs., 2.74%, 07/25/34(f)

  $ 979,115       $ 983,699   

Series 2004-Z, Class 2A1, Floating Rate Pass Through Ctfs., 2.62%, 12/25/34(f)

    1,167,202         1,169,851   

Series 2005-AR14, Class A1, Floating Rate Pass Through Ctfs., 2.74%, 08/25/35(f)

    1,046,733         1,036,758   

Series 2005-AR2, Class 2A2, Floating Rate Pass Through Ctfs., 2.62%, 03/25/35(f)

    2,452,039         2,500,366   

Series 2006-AR8, Class 1A3, Floating Rate Pass Through Ctfs., 2.65%, 04/25/36(f)

    2,772,776         2,763,848   

Series 2007-7, Class A1, Pass Through Ctfs., 6.00%, 06/25/37

    1,642,333         1,649,969   

WFRBS Commercial Mortgage Trust,

    

Series 2011-C5, Class B, Variable Rate Pass Through Ctfs., 5.82%, 11/15/44(b)(f)

    5,000,000         5,641,885   

Series 2013-C15, Class B, Variable Rate Pass Through Ctfs., 4.63%, 08/15/46(f)

    3,800,000         4,004,037   

Series 2013-C16, Class B, Variable Rate Pass Through Ctfs., 5.15%, 09/15/46(f)

    3,127,000         3,410,572   

Total Asset-Backed Securities
(Cost $186,989,596)

   

     188,506,158   

U.S. Treasury Securities–12.13%

  

U.S. Treasury Bills–0.48%   

0.23%, 05/26/16(h)(i)

    1,795,000         1,791,190   

0.24%, 05/26/16(h)(i)

    100,000         99,788   

0.25%, 05/26/16(h)(i)

    1,000,000         997,878   

0.29%, 05/26/16(h)(i)

    1,720,000         1,716,349   
               4,605,205   
U.S. Treasury Notes–9.46%   

1.63%, 07/31/20(i)

    25,499,200         25,589,864   

2.00%, 07/31/22

    18,780,400         18,865,597   

2.00%, 08/15/25

    46,600,600         45,722,524   
               90,177,985   
U.S. Treasury Bonds–2.19%   

3.00%, 05/15/45

    20,670,200         20,820,642   

Total U.S. Treasury Securities
(Cost $116,406,290)

   

     115,603,832   
    Shares         

Preferred Stocks–0.61%

  

Investment Banking & Brokerage–0.44%   

Goldman Sachs Group, Inc. (The), Series J, 5.50% Pfd.

    78,000         1,920,360   

Morgan Stanley, Series F, 6.88% Pfd.

    85,000         2,302,650   
               4,223,010   
 

 

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

 

25                         Invesco Core Plus Bond Fund


         
Shares
     Value  
Regional Banks–0.08%   

PNC Financial Services Group, Inc. (The), Series P, 6.13% Pfd.

    27,000       $ 741,150   
Reinsurance–0.09%     

Reinsurance Group of America, Inc., 6.20% Unsec. Sub. Pfd.

    30,000         846,600   

Total Preferred Stocks
(Cost $5,485,000)

   

     5,810,760   
    Principal
Amount
        

Municipal Obligations–0.28%

  

Florida Hurricane Catastrophe Fund Finance Corp. Series 2013 A, RB, 3.00%, 07/01/20

  $ 1,450,000         1,475,824   

Georgia (State of) Municipal Electric Authority (Plant Vogtle Units 3 & 4 Project J);

    

Series 2010, Class A, Build America Taxable RB, 6.66%, 04/01/57

    550,000         641,812   

Series 2010 A, Taxable Build America RB, 6.64%, 04/01/57

    500,000         588,720   

Total Municipal Obligations
(Cost $2,500,000)

   

     2,706,356   

Non-U.S. Dollar Denominated Bonds &
Notes–0.08%(j)

  

Construction & Engineering–0.01%   

Abengoa Finance S.A.U. (Spain),
Sr. Unsec. Gtd. Notes, 7.00%, 04/15/20(b)

  EUR   100,000         71,031   
Hotels, Resorts & Cruise Lines–0.02%   

Thomas Cook Group PLC (United Kingdom), Sr. Unsec. Gtd. Medium-Term Euro Notes, 7.75%, 06/22/17

  GBP  100,000         161,878   
Multi-Sector Holdings–0.02%   

Gala Electric Casinos PLC (United Kingdom), REGS, Sec. Gtd. Second Lien Euro Notes, 11.50%, 06/01/19(b)

  GBP  100,000         163,909   
     Principal
Amount
     Value  
Other Diversified Financial Services–0.02%   

Lowell Group Financing PLC (United Kingdom), REGS, Sr. Sec. Gtd. First Lien Euro Notes, 10.75%, 04/01/19(b)

  GBP  100,000       $ 166,099   
Packaged Foods & Meats–0.01%   

Moy Park (Bondco) PLC (United Kingdom), Sr. Unsec. Gtd. Notes, 6.25%, 05/29/21(b)

  GBP  100,000         157,468   

Total Non-U.S. Dollar Denominated Bonds & Notes
(Cost $768,957)

   

     720,385   
    Shares         

Common Stocks–0.00%

  

Paper Products–0.00%   

Verso Corp. (Cost $972)(k)

    302         72   

Money Market Funds–11.28%

  

Liquid Assets Portfolio–Institutional
Class, 0.12%(l)

    53,717,716         53,717,716   

Premier Portfolio–Institutional
Class, 0.09%(l)

    53,717,715         53,717,715   

Total Money Market Funds
(Cost $107,435,431)

             107,435,431   

Options Purchased–0.2%

  

(Cost $2,140,154)(m)

             1,948,413   

TOTAL INVESTMENTS–119.13%
(Cost $1,139,038,782)

   

     1,135,030,944   

OTHER ASSETS LESS LIABILITIES–(19.13)%

  

     (182,242,822

NET ASSETS–100.00%

           $ 952,788,122   
 

Investment Abbreviations:

 

ARM  

– Adjustable Rate Mortgage

Conv.  

– Convertible

Ctfs.  

– Certificates

Deb.  

– Debentures

EUR  

– Euro

GBP  

– British Pound Sterling

Gtd.  

– Guaranteed

IO  

– Interest Only

Jr.  

– Junior

Pfd.  

– Preferred

PIK  

– Payment in Kind

RB  

– Revenue Bonds

REGS  

– Regulation S

REIT  

– Real Estate Investment Trust

REMICs  

– Real Estate Mortgage Investment Conduits

Sec.  

– Secured

Sr.  

– Senior

Sub.  

– Subordinated

TBA  

– To Be Announced

Unsec.  

– Unsecured

 

 

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

 

26                         Invesco Core Plus Bond Fund


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, 2015 was $234,335,782 which represented 24.59% of the Fund’s Net Assets.
(c)  All or a portion of this security is Payment-in-Kind.

 

Issuer    Cash Rate      PIK Rate  

Alphabet Holding Co., Inc., Sr. Unsec. Global PIK Notes

             8.50

 

(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)  Interest or dividend rate is redetermined periodically. Rate shown is the rate in effect on August 31, 2015.
(g)  Security purchased on a forward commitment basis. This security is subject to dollar roll transactions. See Note 1J.
(h)  Security traded on a discount basis. The interest rate shown represents the discount rate at the time of purchase by the Fund.
(i)  All or a portion of the value was pledged and/or designated as collateral to cover margin requirements for open futures contract, options and swap agreements. See Note 1I, Note 1N, Note 1O and Note 4.
(j)  Foreign denominated security. Principal amount is denominated in the currency indicated.
(k)  Non-income producing security.
(l)  The money market fund and the Fund are affiliated by having the same investment adviser. The rate shown is the 7-day SEC standardized yield as of August 31, 2015.
(m)  The table below details options purchased:

 

Open Over-The-Counter Foreign Currency Options Purchased  
Description   Type of
Contract
    Counterparty   

Expiration

Date

     Strike Price     

Notional

Value

     Value  

USD versus CNY

    Call      Goldman Sachs International      02/05/16         CNY     6.50         USD        9,500,000       $ 167,404   

EUR versus MXN

    Put      Bank of America Merrill Lynch      11/09/15         MXN   16.43         EUR        17,000,000         10,215   

EUR versus NOK

    Put      Goldman Sachs International      09/10/15         NOK     8.90         EUR        19,500,000         3,316   

CHF versus JPY

    Put      Goldman Sachs International      10/14/15         JPY 123.50         CHF        29,400,000         242,614   

Subtotal Foreign Currency Options Purchased — Currency Risk

  

   $ 423,549   

 

Open Over-The-Counter Credit Default Swaptions Purchased – Credit Risk  
Description  

Type of

Contract

    Counterparty  

Exercise

Rate

   

Pay/

Receive

Floating

Rate

    Reference Entity   Expiration
Date
   

Implied

Credit

Spread(a)

   

Notional

Value

    Value  

5 Year Credit Default Swap

    Call      Bank of America Merrill Lynch     107.50     Pay      Markit CDX North America High Yield Index, Series 24     10/21/15        3.91   $ 54,000,000      $ 11,574   

 

Open Over-The-Counter Interest Rate Swaptions Purchased  
Description  

Type of

Contract

    Counterparty  

Exercise

Rate

   

Pay/

Receive

Exercise

Rate

    Floating Rate Index  

Expiration

Date

   

Notional

Value

     Value  

3 Year Interest Rate Swap

    Put      Barclays Bank PLC     1.80     Receive      3 Month USD LIBOR     02/26/16      $ 237,000,000       $ 704,426   

10 Year Interest Rate Swap(b)

    Put      Deutsche Bank Securities Inc.     2.80        Receive      3 Month USD LIBOR     02/24/16        95,000,000         808,864   

Subtotal Interest Rate Swaptions Purchased — Interest Rate Risk

  

                       $ 1,513,290   

Total Options Purchased (Cost $2,140,154)

  

                       $ 1,948,413   

Abbreviations:

 

CHF  

– Swiss Franc

CNY  

– Chinese Yuan

EUR  

– Euro

JPY  

– Japanese Yen

NOK  

– Norwegian Krone

LIBOR  

– London Interbank Offered Rate

MXN  

– Mexican New Peso

USD  

– U.S. Dollar

 

 

(a)  Implied credit spreads represent the current level as of August 31, 2015 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.
(b)  Swaptions collateralized by $660,000 cash received from the counterparty.

 

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

 

27                         Invesco Core Plus Bond Fund


Statement of Assets and Liabilities

August 31, 2015

 

Assets:

 

Investments, at value (Cost $1,031,603,351)

  $ 1,027,595,513   

Investments in affiliated money market funds, at value and cost

    107,435,431   

Total investments, at value (Cost $1,139,038,782)

    1,135,030,944   

Foreign currencies, at value (Cost $63)

    271   

Receivable for:

 

Investments sold

    45,925,908   

Variation margin — futures

    192,208   

Fund shares sold

    2,346,436   

Dividends and interest

    6,787,650   

Principal paydowns

    69,905   

Premiums paid on swap agreements — OTC

    160,240   

Investment for trustee deferred compensation and retirement plans

    105,946   

Unrealized appreciation on forward foreign currency contracts outstanding

    4,694,263   

Total assets

    1,195,313,771   

Liabilities:

 

Payable for:

 

Investments purchased

    232,983,646   

Fund shares reacquired

    677,361   

Options written, at value (premiums received $531,961)

    949,599   

Amount due custodian

    1,262,320   

Collateral received from brokers

    660,000   

Dividends

    309,110   

Swaps payable — OTC

    24,903   

Variation margin — centrally cleared swap agreements

    67,519   

Accrued fees to affiliates

    377,620   

Accrued trustees’ and officers’ fees and benefits

    4,387   

Accrued other operating expenses

    728,505   

Trustee deferred compensation and retirement plans

    119,409   

Unrealized depreciation on forward foreign currency contracts outstanding

    4,144,220   

Unrealized depreciation on swap agreements — OTC

    217,050   

Total liabilities

    242,525,649   

Net assets applicable to shares outstanding

  $ 952,788,122   

Net assets consist of:

  

Shares of beneficial interest

  $ 1,035,475,218   

Undistributed net investment income

    (509,458

Undistributed net realized gain (loss)

    (77,521,475

Net unrealized appreciation (depreciation)

    (4,656,163
    $ 952,788,122   

Net Assets:

 

Class A

  $ 495,225,617   

Class B

  $ 8,493,722   

Class C

  $ 65,160,046   

Class R

  $ 5,848,221   

Class Y

  $ 102,379,673   

Class R5

  $ 667,626   

Class R6

  $ 275,013,217   

Shares outstanding, $0.01 par value per share,
with an unlimited number of shares authorized:

   

Class A

    46,567,236   

Class B

    798,904   

Class C

    6,129,667   

Class R

    550,200   

Class Y

    9,620,536   

Class R5

    62,815   

Class R6

    25,877,642   

Class A:

 

Net asset value per share

  $ 10.63   

Maximum offering price per share

 

(Net asset value of $10.63 ¸ 95.75%)

  $ 11.10   

Class B:

 

Net asset value and offering price per share

  $ 10.63   

Class C:

 

Net asset value and offering price per share

  $ 10.63   

Class R:

 

Net asset value and offering price per share

  $ 10.63   

Class Y:

 

Net asset value and offering price per share

  $ 10.64   

Class R5:

 

Net asset value and offering price per share

  $ 10.63   

Class R6:

 

Net asset value and offering price per share

  $ 10.63   
 

 

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

 

28                         Invesco Core Plus Bond Fund


Statement of Operations

For the year ended August 31, 2015

 

Investment income:

  

Interest (net of foreign withholding taxes of $688)

  $ 29,119,600   

Dividends

    618,953   

Dividends from affiliated money market funds

    34,513   

Total investment income

    29,773,066   

Expenses:

 

Advisory fees

    3,624,273   

Administrative services fees

    219,372   

Custodian fees

    86,478   

Distribution fees:

 

Class A

    1,043,052   

Class B

    104,117   

Class C

    524,498   

Class R

    26,597   

Transfer agent fees — A, B, C, R and Y

    1,074,220   

Transfer agent fees — R5

    592   

Transfer agent fees — R6

    533   

Trustees’ and officers’ fees and benefits

    32,080   

Other

    384,663   

Total expenses

    7,120,475   

Less: Fees waived, expenses reimbursed and expense offset arrangement(s)

    (710,282

Net expenses

    6,410,193   

Net investment income

    23,362,873   

Realized and unrealized gain (loss) from:

 

Net realized gain (loss) from:

 

Investment securities

    13,912,535   

Foreign currencies

    (380,784

Forward foreign currency contracts

    2,472,716   

Futures contracts

    (2,573,838

Option contracts written

    1,491,314   

Swap agreements

    (1,019,024
      13,902,919   

Change in net unrealized appreciation (depreciation) of:

 

Investment securities

    (31,271,748

Foreign currencies

    25,891   

Forward foreign currency contracts

    (138,197

Futures contracts

    84,668   

Option contracts written

    (417,638

Swap agreements

    (5,303
      (31,722,327

Net realized and unrealized gain (loss)

    (17,819,408

Net increase in net assets resulting from operations

  $ 5,543,465   

 

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

 

29                         Invesco Core Plus Bond Fund


Statement of Changes in Net Assets

For the years ended August 31, 2015 and 2014

 

     2015      2014  

Operations:

    

Net investment income

  $ 23,362,873       $ 21,983,027   

Net realized gain

    13,902,919         3,118,290   

Change in net unrealized appreciation (depreciation)

    (31,722,327      28,530,746   

Net increase in net assets resulting from operations

    5,543,465         53,632,063   

Distributions to shareholders from net investment income:

    

Class A

    (14,917,587      (13,587,195

Class B

    (298,682      (483,748

Class C

    (1,472,780      (1,171,456

Class R

    (179,006      (120,792

Class Y

    (2,379,308      (124,974

Class R5

    (33,725      (75,598

Class R6

    (10,732,408      (10,148,675

Total distributions from net investment income

    (30,013,496      (25,712,438

Share transactions–net:

    

Class A

    174,061,422         (6,017,746

Class B

    (3,166,515      (4,652,287

Class C

    28,719,763         778,537   

Class R

    2,433,288         592,575   

Class Y

    95,315,767         8,120,874   

Class R5

    (808,803      (547,261

Class R6

    15,020,198         71,556,506   

Net increase in net assets resulting from share transactions

    311,575,120         69,831,198   

Net increase in net assets

    287,105,089         97,750,823   

Net assets:

    

Beginning of year

    665,683,033         567,932,210   

End of year (includes undistributed net investment income of $(509,458) and $(360,638), respectively)

  $ 952,788,122       $ 665,683,033   

Notes to Financial Statements

August 31, 2015

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 thirteen 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. 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.

Debt obligations (including convertible securities) 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

 

30                         Invesco Core Plus Bond Fund


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 securities) 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 asked 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 asked prices. For purposes of determining net asset value (“NAV”) 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, if available, 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, company performance and returns of referenced assets.

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/asked quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.

The Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain Fund investments.

Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general 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 (net of withholding tax, if any) 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 the Statement of Changes in Net Assets, or the net investment income per share and the 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.

 

31                         Invesco Core Plus Bond Fund


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 net investment income, if any, 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 recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed the Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

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. 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 (“Counterparties”) 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. 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 Counterparty 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 roll 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.

 

32                         Invesco Core Plus Bond Fund


K. Foreign Currency Translations — Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (1) sales of foreign currencies, (2) currency gains or losses realized between the trade and settlement dates on securities transactions, and (3) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.

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

L. Forward Foreign Currency Contracts — The Fund may engage in foreign currency transactions either on a spot (i.e. for prompt delivery and settlement) basis, or through forward foreign currency contracts, to manage or minimize currency or exchange rate risk.

The Fund may also enter into forward 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, or the Fund may also enter into forward foreign currency contracts that do not provide for physical settlement of the two currencies, but instead are settled by a single cash payment calculated as the difference between the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount (non-deliverable forwards). The Fund will set aside liquid assets in an amount equal to daily mark-to-market obligation for forward foreign currency contracts.

A forward foreign currency contract is an obligation between Counterparties to purchase or sell a specific currency for an agreed-upon price at a future date. The use of forward 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 forward 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.

M. Call Options Written and Purchased — The Fund may write call options and/or buy call options. A covered call option gives the purchaser of such option the right to buy, and the writer the obligation to sell, the underlying security or foreign currency at the stated exercise price during the option period. An uncovered call option exists without the ownership of the underlying security. Options written by the Fund normally will have expiration dates between three and nine months from the date written. The exercise price of a call option may be below, equal to, or above the current market value of the underlying security at the time the option is written.

Additionally, the Fund may enter into an option on a swap agreement, also called a “swaption”. A swaption is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market-based premium. A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate or index. Swaptions also include options that allow an existing swap to be terminated or extended by one of the Counterparties.

When the Fund writes a covered call option, an amount equal to the premium received by the Fund is recorded as an asset and an equivalent 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 and unrealized 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. The risk in writing an uncovered call option is that the Fund may incur significant losses if the value of the written security exceeds the exercise price of the option.

When the Fund buys a call option, an amount equal to the premium paid by the Fund is recorded as an investment on the Statement of Assets and Liabilities. The amount of the investment is subsequently “marked-to-market” to reflect the current value of the option purchased. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations. A risk in buying an option is that the Fund pays a premium whether or not the option is exercised. In addition, there can be no assurance that a liquid secondary market will exist for any option purchased.

N. Put Options Purchased and Written — The Fund may purchase and write put options including options on securities indexes, or foreign currency and/or futures contracts. By purchasing a put option, the Fund obtains the right (but not the obligation) to sell the option’s underlying instrument at a fixed strike price. In return for this right, the Fund pays an option premium. The option’s underlying instrument may be a security, securities index, or a futures contract.

Additionally, the Fund may enter into an option on a swap agreement, also called a “swaption”. A swaption is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market-based premium. A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate or index. Swaptions also include options that allow an existing swap to be terminated or extended by one of the Counterparties.

Put options may be used by the Fund to hedge securities it owns by locking in a minimum price at which the Fund can sell. If security prices fall, the put option could be exercised to offset all or a portion of the Fund’s resulting losses. At the same time, because the maximum the Fund has at

 

33                         Invesco Core Plus Bond Fund


risk is the cost of the option, purchasing put options does not eliminate the potential for the Fund to profit from an increase in the value of the underlying portfolio securities. The Fund may write put options to earn additional income in the form of option premiums if it expects the price of the underlying instrument to remain stable or rise during the option period so that the option will not be exercised. The risk in this strategy is that the price of the underlying securities may decline by an amount greater than the premium received. Put options written are reported as a liability in the Statement of Assets and Liabilities. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations as Net realized gain from Investment securities. A risk in buying an option is that the Fund pays a premium whether or not the option is exercised. In addition, there can be no assurance that a liquid secondary market will exist for any option purchased.

O. Swap Agreements — The Fund may enter into various swap transactions, including interest rate, total return, index, currency and credit default swap contracts (“CDS”) for investment purposes or to manage interest rate, currency or credit risk. Such transactions are agreements between Counterparties. A swap agreement may be negotiated bilaterally and traded over-the-counter (“OTC”) between two parties (“uncleared/OTC”) or, in some instances, must be transacted through a futures commission merchant (“FCM”) and cleared through a clearinghouse that serves as a central Counterparty (“centrally cleared swap”). 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 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.

In a centrally cleared swap, the Fund’s ultimate Counterparty is a central clearinghouse. The Fund initially will enter into centrally cleared swaps through an executing broker. When a fund enters into a centrally cleared swap, it must deliver to the central Counterparty (via the FCM) an amount referred to as “initial margin.” Initial margin requirements are determined by the central Counterparty, but an FCM may require additional initial margin above the amount required by the central Counterparty. Initial margin deposits required upon entering into centrally cleared swaps are satisfied by cash or securities as collateral at the FCM. Securities deposited as initial margin are designated on the Schedule of Investments and cash deposited is recorded on the Statement of Assets and Liabilities. During the term of a cleared swap agreement, a “variation margin” amount may be required to be paid by the Fund or may be received by the Fund, based on the daily change in price of the underlying reference instrument subject to the swap agreement and is recorded as a receivable or payable for variation margin in the Statement of Assets and Liabilities until the centrally cleared swap is terminated at which time a realized gain or loss is recorded.

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.

An interest rate swap is an agreement between Counterparties pursuant to which the parties exchange a floating rate payment for a fixed rate payment based on a specified notional amount.

Changes in the value of centrally cleared and OTC swap agreements are recognized as unrealized gains (losses) in the Statement of Operations by “marking to market” on a daily basis to reflect the value of the swap agreement at the end of each trading day. Payments received or paid at the beginning of the agreement are reflected as such on the Statement of Assets and Liabilities and may be referred to as upfront payments. The Fund accrues for the fixed payment stream and amortizes upfront payments, if any, on swap agreements on a daily basis with the net amount, recorded as a component of realized gain (loss) on the Statement of Operations. A liquidation payment received or made at the termination of a swap agreement is recorded as realized gain (loss) on the Statement of Operations. The Fund segregates liquid securities having a value at least equal to the amount of the potential obligation of a Fund under any swap transaction. 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

 

34                         Invesco Core Plus Bond Fund


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. A short position in a security poses more risk than holding the same security long. As there is no limit on how much the price of the security can increase, the Fund’s exposure is unlimited.

Notional amounts of each individual credit default swap agreement outstanding as of August 31, 2015 for which the Fund is the seller of protection are disclosed in the open swap agreements table. These potential amounts would be partially offset by any recovery values of the respective referenced obligations, upfront payments received upon entering into the agreement, or net amounts received from the settlement of buy protection credit default swap agreements entered into by the Fund for the same referenced entity or entities.

P. Other Risks — The Fund 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 Fund may not be able to recover its investment in such issuer from the U.S. Government. Many securities purchased by the Fund are not guaranteed by the U.S. Government.
Q. Leverage Risk — Leverage exists when the 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.
R. 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%     

For the year ended August 31, 2015, the effective advisory fees incurred by the Fund was 0.44%.

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 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 Affiliated Sub-Adviser(s).

Effective January 1, 2015, the Adviser has contractually agreed, through at least December 31, 2015, 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 0.86%, 1.61%, 1.61%, 1.11%, 0.61%, 0.61% and 0.61%, respectively, of average daily net assets. Prior to January 1, 2015, 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 0.84%, 1.59%, 1.59%, 1.09%, 0.59%, 0.59% and 0.59%, 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 Invesco continues the fee waiver agreement, it will terminate on December 31, 2015. The fee waiver agreement cannot be terminated during its term.

Further, the Adviser has contractually agreed, through at least June 30, 2017, 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, 2015, the Adviser waived advisory fees of $62,583 and reimbursed class level expenses of $491,236, $12,259, $61,754, $6,263 and $74,788 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, 2015, 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, 2015, 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

 

35                         Invesco Core Plus Bond Fund


respect to the Fund’s Class A, Class B, Class C and Class R shares (collectively, the “Plans”). The Fund, pursuant to the Plans, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares, 1.00% of the average daily net assets of Class B and Class C shares and 0.50% of the average daily net assets of Class R shares. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges, that may be paid by any class of shares of the Fund. For the year ended August 31, 2015, 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, 2015, IDI advised the Fund that IDI retained $276,576 in front-end sales commissions from the sale of Class A shares and $2,138, $4,326 and $2,474 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, 2015. 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

  $ 113,246,263         $         $         $ 113,246,263   

U.S. Treasury Securities

              115,603,832                     115,603,832   

Corporate Debt Securities

              464,185,035                     464,185,035   

U.S. Government Sponsored Agency Securities

              242,326,646                     242,326,646   

Asset-Backed Securities

              188,506,158                     188,506,158   

Municipal Obligations

              2,706,356                     2,706,356   

Foreign Debt Securities

              720,385                     720,385   

Foreign Sovereign Debt Securities

              5,787,856                     5,787,856   

Options Purchased

              1,948,413                     1,948,413   
      113,246,263           1,021,784,681                     1,135,030,944   

Forward Foreign Currency Contracts*

              550,043                     550,043   

Futures Contracts*

    (191,683                            (191,683

Options Written*

              (949,599                  (949,599

Swap Agreements*

              (602,051                  (602,051

Total Investments

  $ 113,054,580         $ 1,020,783,074         $         $ 1,133,837,654   

 

* Forward foreign currency contracts, futures contracts and swap agreements are valued at unrealized appreciation (depreciation). Options written are shown at value.

 

36                         Invesco Core Plus Bond 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, 2015:

 

    Value  
Risk Exposure/Derivative Type   Assets        Liabilities  

Credit risk:

      

Options purchased(a)

  $ 11,574         $   

Options written(b)

              (138,370

Swap agreements(c)(d)

    142,862           (217,050

Currency risk:

      

Forward foreign currency contracts(e)

    4,694,263           (4,144,220

Options purchased(a)

    423,549             

Options written(b)

              (811,229

Interest rate risk:

      

Futures contracts(f)

    89,878           (281,561

Options purchased(a)

    1,513,290             

Swap agreements(c)(d)

    87,606           (615,469

Total

  $ 6,963,022         $ (6,207,899

 

(a)  Options purchased at value as reported in the Schedule of Investments.
(b)  Values are disclosed on the Statement of Assets and Liabilities under the caption Options written, at value.
(c)  Values are disclosed on the Statement of Assets and Liabilities under the caption Unrealized depreciation on swap agreements — OTC.
(d)  Includes cumulative appreciation (depreciation) of centrally cleared swap agreements. Only current day’s variation margin receivable (payable) is reported within the Statement of Assets and Liabilities.
(e)  Values are disclosed on the Statement of Assets and Liabilities under the caption Unrealized appreciation on forward foreign currency contracts outstanding and Unrealized depreciation on forward foreign currency contracts outstanding.
(f)  Includes cumulative appreciation (depreciation) of futures contracts. Only current day’s variation margin receivable is reported within the Statement of Assets and Liabilities.

Effect of Derivative Investments for the year ended August 31, 2015

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  
  Forward
Foreign Currency
Contracts
       Futures
Contracts
       Options
Purchased(a)
       Options
Written
       Swap
Agreements
 

Realized Gain (Loss):

                     

Credit risk

  $         $         $ (228,632      $ 477,151         $ (997,528

Currency risk

    (380,784                  2,841,580           1,014,163             

Interest rate risk

              (2,573,838        (1,374,831                  (21,496

Change in Net Unrealized Appreciation (Depreciation):

                     

Credit risk

                        (95,346        (15,412        522,560   

Currency risk

    (138,197                  (412,992        (402,226          

Interest rate risk

              84,668           444,369                     (527,863

Total

  $ (518,981      $ (2,489,170      $ 1,174,148         $ 1,073,676         $ (1,024,327

 

(a)  Options purchased are included in the net realized gain (loss) from investment securities and the change in net unrealized appreciation (depreciation) of investment securities.

The table below summarizes the average notional value of forward foreign currency contracts, futures contracts, options purchased, options written and swap agreements outstanding during the period.

 

     Forward
Foreign Currency
Contracts
       Futures
Contracts
       Options
Purchased
       Options
Written
       Swap
Agreements
 

Average notional value

  $ 182,073,326         $ 247,346,480         $ 289,530,388         $ 63,571,851         $ 65,542,750   

 

37                         Invesco Core Plus Bond Fund


Open Forward Foreign Currency Contracts  

Settlement

Date

 

          Contract to      Notional
Value
     Unrealized
Appreciation

(Depreciation)
 
     Counterparty    Deliver      Receive        

09/03/15

    

Deutsche Bank Securities Inc.

     MYR        36,998,400         USD        9,600,000       $ 8,829,450       $ 770,550   

09/03/15

    

Deutsche Bank Securities Inc.

     USD        9,379,744         MYR        36,998,400         8,829,450         (550,294

09/04/15

    

Deutsche Bank Securities Inc.

     EUR        286,690         USD        324,303         321,711         2,592   

09/04/15

    

Deutsche Bank Securities Inc.

     USD        285,376         EUR        258,049         289,572         4,196   

09/04/15

    

Goldman Sachs International

     GBP        516,691         USD        793,017         792,796         221   

09/04/15

    

Goldman Sachs International

     USD        190,114         GBP        121,544         186,494         (3,620

09/09/15

    

Nomura Securities International, Inc.

     CHF        19,600,000         USD        20,041,105         20,276,216         (235,111

09/09/15

    

Nomura Securities International, Inc.

     JPY        2,550,744,000         USD        20,492,319         21,042,318         (549,999

09/09/15

    

Nomura Securities International, Inc.

     USD        19,979,563         CHF        19,600,000         20,276,216         296,653   

09/09/15

    

Nomura Securities International, Inc.

     USD        20,535,407         JPY        2,550,744,000         21,042,319         506,912   

09/10/15

    

Goldman Sachs International

     EUR        5,850,000         USD        6,524,914         6,565,135         (40,221

09/10/15

    

Goldman Sachs International

     NOK        52,866,450         EUR        5,850,000         6,411,600         176,188   

09/10/15

    

Goldman Sachs International

     USD        6,396,518         NOK        52,866,450         6,388,948         (7,570

09/14/15

    

Citigroup Global Markets Inc.

     KRW        11,570,860,000         USD        9,800,000         9,777,357         22,643   

09/14/15

    

Citigroup Global Markets Inc.

     TWD        318,010,000         USD        9,800,000         9,732,944         67,056   

09/14/15

    

Citigroup Global Markets Inc.

     USD        9,821,186         TWD        318,010,000         9,732,944         (88,242

09/14/15

    

Goldman Sachs International

     CNY        61,607,500         USD        9,500,000         9,618,807         (118,807

09/23/15

    

Nomura Securities International, Inc.

     SGD        13,862,590         USD        9,800,000         9,811,005         (11,005

09/24/15

    

Citigroup Global Markets Inc.

     CHF        19,600,000         JPY        2,501,347,100         20,486,053         355,608   

09/24/15

    

Citigroup Global Markets Inc.

     JPY        2,501,347,100         USD        21,194,567         20,640,575         553,992   

09/24/15

    

Citigroup Global Markets Inc.

     USD        21,069,755         CHF        19,600,000         20,284,966         (784,789

09/24/15

    

Deutsche Bank Securities Inc.

     CHF        18,290,157         USD        19,300,000         18,929,348         370,652   

09/24/15

    

Deutsche Bank Securities Inc.

     USD        9,569,590         CHF        9,071,493         9,388,517         (181,073

09/24/15

    

Goldman Sachs International

     EUR        100,000         MXN        1,931,797         115,377         3,206   

09/24/15

    

Goldman Sachs International

     MXN        45,764,996         EUR        2,375,000         2,664,275         (69,254

09/24/15

    

Bank of America Merrill Lynch

     MXN        277,943,773         EUR        14,725,000         16,417,305         (82,795

09/24/15

    

Bank of America Merrill Lynch

     EUR        17,000,000         USD        19,479,280         19,081,630         397,650   

09/24/15

    

Bank of America Merrill Lynch

     USD        18,900,869         MXN        321,776,972         19,230,474         329,605   

09/24/15

    

Nomura Securities International, Inc.

     CHF        9,800,000         NOK        85,272,054         10,374,360         159,789   

09/24/15

    

Nomura Securities International, Inc.

     NOK        85,272,054         USD        10,188,307         10,302,272         (113,965

10/02/15

    

Deutsche Bank Securities Inc.

     MXN        159,876,500         EUR        8,500,000         9,507,250         (7,093

10/19/15

    

JPMorgan Chase Bank, N.A.

     EUR        9,800,000         PLN        40,628,056         10,824,046         (263,620

10/19/15

    

JPMorgan Chase Bank, N.A.

     PLN        40,628,056         USD        10,609,950         10,740,814         (130,864

10/19/15

    

JPMorgan Chase Bank, N.A.

     USD        10,783,704         EUR        9,800,000         11,004,434         220,730   

11/13/15

    

Citigroup Global Markets Inc.

     EUR        17,721,288         USD        19,565,720         19,907,938         (342,218

11/13/15

    

Citigroup Global Markets Inc.

     USD        20,197,212         EUR        17,721,288         19,907,937         (289,275

11/13/15

    

Goldman Sachs International

     CNY        61,930,500         USD        9,500,000         9,558,680         (58,680

11/17/15

    

Citigroup Global Markets Inc.

     KRW        10,932,475,000         JPY        1,150,000,000         9,194,851         276,244   

06/13/16

    

Deutsche Bank Securities Inc.

     CNY        38,840,580         USD        6,084,051         5,904,275         179,776   

06/13/16

     Deutsche Bank Securities Inc.      USD        6,120,000         CNY        38,840,580         5,904,275         (215,725

Total Forward Foreign Currency Contracts — Currency Risk

                                              $ 550,043   

Currency Abbreviations:

 

CHF  

– Swiss Franc

CNY  

– Chinese Yuan

EUR  

– Euro

GBP  

– British Pound Sterling

JPY  

– Japanese Yen

KRW  

– South Korean Won

MXN  

– Mexican Peso

MYR  

– Malaysian Ringgit

NOK  

– Norwegian Krone

PLN  

– Polish Zloty

SGD  

– Singapore Dollar

TWD  

– New Taiwan Dollar

USD  

– U.S. Dollar

 

 

38                         Invesco Core Plus Bond Fund


Open Futures Contracts  
Futures Contracts   Type of
Contract
     Number of
Contracts
     Expiration
Month
    

Notional

Value

     Unrealized
Appreciation
(Depreciation)
 

U.S. 2 Year Treasury Notes

    Long         260         December-2015       $ 56,801,875       $ (98,067

U.S. 5 Year Treasury Notes

    Long         413         December-2015         49,327,688         (183,494

U.S. 10 Year Treasury Notes

    Short         943         December-2015         (119,819,938      12,679   

U.S. Long Bond

    Short         181         December-2015         (27,987,125      26,767   

U.S. Ultra Bond

    Short         17         December-2015         (2,692,906      50,432   

Total Futures Contracts — Interest Rate Risk

  

                     $ (191,683

 

Open Over-The-Counter Credit Default Swaptions Written — Credit Risk  
Description   Type of
Contract
    Counterparty   Exercise
Rate
    Pay/
Receive
Floating
Rate
    Reference Entity   Expiration
Date
    Implied
Credit
Spread(a)
    Premiums
Received
   

Notional

Value

    Value    

Unrealized

Appreciation

(Depreciation)

 

5 Year Credit Default Swap

    Put      Bank of America
Merrill Lynch
    104.50     Pay      Markit CDX North America High Yield Index, Series 24     10/21/15        3.91   $ (122,958   $ 9,000,000      $ (138,370   $ (15,412

 

Open Over-The-Counter Foreign Currency Options Written  
Description   Type of
Contract
    Counterparty    Expiration
Date
     Strike Price      Premiums
Received
     Notional
Value
     Value     

Unrealized

Appreciation

(Depreciation)

 

EUR versus MXN

    Call      Bank of America Merrill Lynch      11/09/15         MXN        18.60       $ (215,916      EUR        17,000,000       $ (687,812    $ (471,896

USD versus CNY

    Call      Goldman Sachs International      11/11/15         CNY        6.80         (52,126      USD        9,500,000         (26,687      25,439   

USD versus CNY

    Call      Goldman Sachs International      11/13/15         CNY        6.80         (47,500      USD        9,500,000         (27,587      19,913   

USD versus CNY

    Call      Goldman Sachs International      02/05/16         CNY        6.80         (93,461      USD        9,500,000         (69,143      24,318   

Subtotal Foreign Currency Options Written — Currency Risk

  

                    $ (409,003                     $ (811,229    $ (402,226

Total Options Written

  

                    $ (531,961                     $ (949,599    $ (417,638

Abbreviations:

 

CNY  

– Chinese Yuan

EUR  

– Euro

MXN  

– Mexican Peso

USD  

– U.S. Dollar

 

 

(a)  Implied credit spreads represent the current level as of August 31, 2015 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.

 

Options Written Transactions  
     Call Options  
      Notional
Value
     Notional
Value
     Notional
Value
     Notional
Value
     Premiums
Received
 

Beginning of period

     CAD                CHF                EUR                USD              $   

Written

     CAD        30,000,000         CHF        13,900,000         EUR        17,000,000         USD        181,300,000         1,442,067   

Closed

     CAD        (30,000,000      CHF        (13,900,000      EUR                USD        (57,800,000      (753,604

Expired

     CAD                CHF                EUR                USD        (95,000,000      (279,460

End of period

     CAD                CHF                EUR        17,000,000         USD        28,500,000       $ 409,003   
     Put Options  
      Notional
Value
     Notional
Value
     Notional
Value
     Notional
Value
     Premiums
Received
 

Beginning of period

     AUD                CHF                EUR                USD              $   

Written

     AUD        21,250,000         CHF        13,900,000         EUR        27,000,000         USD        234,000,000         1,466,291   

Closed

     AUD        (21,250,000      CHF                EUR        (27,000,000      USD        (25,000,000      (287,062

Expired

     AUD                CHF        (13,900,000      EUR                USD        (200,000,000      (1,056,271

End of period

     AUD                CHF                EUR                USD        9,000,000       $ 122,958   

 

39                         Invesco Core Plus Bond Fund


Open Centrally Cleared Credit Default Swap Agreements — Credit Risk  

Counterparty/

Clearinghouse

  Reference Entity  

Buy/Sell

Protection

   

(Pay)/Receive

Fixed Rate

    Expiration
Date
    Implied
Credit
Spread(a)
   

Notional

Value

    Upfront
Payments
   

Unrealized

Appreciation

 

Credit Suisse Securities (USA) LLC/CME

  Markit CDX North America High Yield Index, Series 24     Sell        5.00     06/20/20        3.91   $ 17,820,000      $ 656,667      $ 142,862   

Abbreviations:

 

CME  

– Chicago Mercantile Exchange

 

(a)  Implied credit spreads represent the current level as of August 31, 2015 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.

 

Open Centrally Cleared Interest Rate Swap Agreements  

Counterparty/

Clearinghouse

  Pay/
Receive
Floating
Rate
   Floating Rate Index      Fixed
Rate
     Termination
Date
          Notional
Value
    

Unrealized
Appreciation

(Depreciation)

 

Credit Suisse Securities (USA) LLC/CME

  Pay      3 Month USD LIBOR         2.285    February-2026      USD      $ 19,000,000       $ (200,993

Credit Suisse Securities (USA) LLC/CME

  Pay      6 Month AUD BBSW         2.535       July-2020      AUD        25,000,000         87,606   

Credit Suisse Securities (USA) LLC/CME

  Receive      3 Month USD LIBOR         1.862       June-2020      USD        (35,000,000      (414,476

Total Interest Rate Swap Agreements — Interest Rate Risk

  

   $ (527,863

Abbreviations:

 

AUD  

– Australian Dollar

BBSW  

– Bank Bill Swap Benchmark Rate

CME  

– Chicago Mercantile Exchange

LIBOR  

– London Interbank Offered Rate

USD  

– U.S. Dollar

 

Open Over-The-Counter Credit Default Swap Agreements — Credit Risk  
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 Merrill Lynch

   Citigroup Inc.      Buy         (1.00 )%      06/20/17         0.43   $ (5,500,000   $ 160,240       $ (217,050

 

(a)  Implied credit spreads represent the current level as of August 31, 2015 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.

Offsetting Assets and Liabilities

Accounting Standards Update (“ASU”) No. 2011-11, Disclosures about Offsetting Assets and Liabilities, which was subsequently clarified in Financial Accounting Standards Board ASU 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” is intended to enhance disclosures about financial instruments and derivative instruments that are subject to offsetting arrangements on the Statement of Assets and Liabilities and to enable investors to better understand the effect of those arrangements on the Fund’s financial position. In order for an arrangement to be eligible for netting, the Fund must have a basis to conclude that such netting arrangements are legally enforceable. The Fund enters into netting agreements and collateral agreements in an attempt to reduce the Fund’s Counterparty credit risk by providing for a single net settlement with a Counterparty of all financial transactions covered by the agreement in an event of default as defined under such agreement.

 

40                         Invesco Core Plus Bond Fund


There were no derivative instruments subject to a netting agreement for which the Fund is not currently netting. The following tables present derivative instruments that are either subject to an enforceable netting agreement or offset by collateral arrangements as of August 31, 2015.

 

Assets:  
           Gross Amounts Not Offset in the Statement of Assets
and Liabilities
        
    Gross
Amounts of
Recognized
Assets
     Financial
Instruments
     Collateral Received         
Counterparty         Non-Cash      Cash      Net Amount  

Bank of America Merrill Lynch(a)

  $ 727,255       $ (82,795    $       $       $ 644,460   

Bank of America Merrill Lynch(b)

    21,789         (21,789                        

Bank of America Merrill Lynch(c)

    160,240         (160,240                        

Barclays Bank PLC(b)

    704,426                                 704,426   

Citigroup Global Markets Inc.(a)

    1,275,543         (1,275,543                        

Credit Suisse Securities (USA) LLC(d)

    230,468         (230,468                        

Deutsche Bank Securities Inc.(a)

    1,327,766         (954,185                      373,581   

Deutsche Bank Securities Inc.(b)

    808,864                         (660,000      148,864   

Goldman Sachs International(a)

    179,615         (179,615                        

Goldman Sachs International(b)

    413,334         (123,417                      289,917   

JPMorgan Chase Bank, N.A.(a)

    220,730         (220,730                        

Nomura Securities International, Inc.(a)

    963,354         (910,080                      53,274   

Total

  $ 7,033,384       $ (4,158,862    $       $ (660,000    $ 2,214,522   
             
Liabilities:  
           Gross Amounts Not Offset in the Statement of Assets
and Liabilities
        
    Gross
Amounts of
Recognized
Liabilities
     Financial
Instruments
     Collateral Pledged         
Counterparty         Non-Cash      Cash      Net Amount  

Bank of America Merrill Lynch(a)

  $ 82,795       $ (82,795    $       $       $   

Bank of America Merrill Lynch(b)

    826,182         (21,789      (660,148              144,245   

Bank of America Merrill Lynch(c)

    241,953         (160,240      (81,713                

Citigroup Global Markets Inc.(a)

    1,504,524         (1,275,543                      228,981   

Credit Suisse Securities (USA) LLC(d)

    615,469         (230,468      (385,001                

Deutsche Bank Securities Inc.(a)

    954,185         (954,185                        

Goldman Sachs International(a)

    298,152         (179,615                      118,537   

Goldman Sachs International(b)

    123,417         (123,417                        

JPMorgan Chase Bank, N.A.(a)

    394,484         (220,730                      173,754   

Nomura Securities International, Inc.(a)

    910,080         (910,080                        

Total

  $ 5,951,241       $ (4,158,862    $ (1,126,862    $       $ 665,517   

 

(a)  Forward foreign currency contracts Counterparty.
(b)  Options contracts — OTC Counterparty.
(c)  Swap agreements — OTC Counterparty.
(d)  Swap agreements — centrally cleared Counterparty. Includes cumulative appreciation (depreciation).

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, 2015, the Fund engaged in securities purchases of $5,912,336.

NOTE 6—Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in demand deposit accounts used by the transfer agent for clearing shareholder transactions. For the year ended August 31, 2015, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $1,399.

 

41                         Invesco Core Plus Bond 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 were eligible to participate in a retirement plan that provided 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 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. The Fund may not purchase additional securities when any borrowings from banks exceed 5% of the Fund’s total assets.

NOTE 9—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended August 31, 2015 and 2014:

 

     2015        2014  

Ordinary income

  $ 30,013,496         $ 25,712,438   

Tax Components of Net Assets at Period-End:

 

     2015  

Net unrealized appreciation (depreciation) — investments

  $ (4,923,741

Net unrealized appreciation (depreciation) — other investments

    (821,824

Temporary book/tax differences

    (120,892

Capital loss carryforward

    (76,820,639

Shares of beneficial interest

    1,035,475,218   

Total net assets

  $ 952,788,122   

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 book to tax bond premium 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. Capital losses generated in years beginning after December 22, 2010 can be carried forward for an unlimited period, whereas previous losses expire in eight tax years. 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. Capital loss carryforwards with no expiration date 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 carryforwards in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

The Fund has a capital loss carryforward as of August 31, 2015, which expires as follows:

 

Capital Loss Carryforward*  
Expiration   Short-Term        Long-Term        Total  

August 31, 2016

  $ (76,820,639      $         $ (76,820,639

 

* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code and may be further limited depending upon a variety of factors, including the realization of net unrealized gains or losses as of the date of any reorganization.

 

42                         Invesco Core Plus Bond Fund


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, 2015 was $3,657,122,901 and $3,444,407,530, respectively. During the same period, purchases and sales of U.S. Treasury obligations were $1,607,432,342 and $1,537,264,231, 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

  $ 12,503,754   

Aggregate unrealized (depreciation) of investment securities

    (17,427,495

Net unrealized appreciation (depreciation) of investment securities

  $ (4,923,741

Cost of investments for tax purposes is $1,139,954,685.

NOTE 11—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of mortgage-backed dollar rolls, swap income, foreign currency transactions, bond premium amortization and paydowns, on August 31, 2015, undistributed net investment income was increased by $6,501,803, undistributed net realized gain (loss) was decreased by $6,275,883 and shares of beneficial interest was decreased by $225,920. This reclassification had no effect on the net assets of the Fund.

NOTE 12—Share Information

 

     Summary of Share Activity  
    Years ended August 31,  
    2015(a)      2014  
     Shares      Amount      Shares      Amount  

Sold:

          

Class A

    22,794,656       $ 247,856,089         5,936,190       $ 63,761,071   

Class B

    97,108         1,055,710         119,540         1,281,173   

Class C

    4,218,004         45,900,723         1,227,666         13,233,897   

Class R

    434,461         4,705,542         78,626         845,313   

Class Y

    10,907,806         118,966,984         984,592         10,675,204   

Class R5

    29,743         317,612         28,631         306,446   

Class R6

    2,716,835         29,628,889         6,811,615         73,005,951   

Issued as reinvestment of dividends:

          

Class A

    1,361,980         14,812,636         1,199,252         12,892,430   

Class B

    25,983         282,808         41,100         441,232   

Class C

    132,476         1,439,880         101,712         1,092,648   

Class R

    16,338         177,776         11,219         120,554   

Class Y

    155,336         1,687,568         9,882         106,881   

Class R5

    2,906         31,585         6,921         74,217   

Class R6

    987,288         10,732,408         944,113         10,147,976   

Automatic conversion of Class B shares to Class A shares:

          

Class A

    196,567         2,136,815         224,452         2,413,768   

Class B

    (196,584      (2,136,815      (224,505      (2,413,768

Reacquired:

          

Class A

    (8,351,410      (90,744,118      (7,964,908      (85,085,015

Class B

    (218,008      (2,368,218      (370,860      (3,960,924

Class C

    (1,716,630      (18,620,840      (1,270,424      (13,548,008

Class R

    (226,273      (2,450,030      (35,142      (373,292

Class Y

    (2,330,560      (25,338,785      (246,283      (2,661,211

Class R5

    (106,862      (1,158,000      (86,919      (927,924

Class R6

    (2,325,168      (25,341,099      (1,086,134      (11,597,421

Net increase in share activity

    28,605,992       $ 311,575,120         6,440,336       $ 69,831,198   

 

(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.
         In addition, 29% of the outstanding shares of the Fund are owned by affiliated mutual funds. Affiliated mutual funds are mutual funds that are advised by Invesco.

 

43                         Invesco Core Plus Bond 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 08/31/15

  $ 10.92      $ 0.30      $ (0.20   $ 0.10      $ (0.39   $      $ (0.39   $ 10.63        0.91   $ 495,226        0.84 %(d)      0.97 %(d)      2.78 %(d)      537

Year ended 08/31/14

    10.41        0.39        0.58        0.97        (0.46            (0.46     10.92        9.44        333,641        0.81        1.03        3.62        398   

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        0.99        2.86        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   

Class B

                           

Year ended 08/31/15

    10.91        0.22        (0.19     0.03        (0.31            (0.31     10.63        0.25        8,494        1.59 (d)      1.72 (d)      2.03 (d)      537   

Year ended 08/31/14

    10.41        0.31        0.57        0.88        (0.38            (0.38     10.91        8.53        11,899        1.56        1.78        2.87        398   

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        1.74        2.11        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   

Class C

                           

Year ended 08/31/15

    10.91        0.22        (0.19     0.03        (0.31            (0.31     10.63        0.25        65,160        1.59 (d)      1.72 (d)      2.03 (d)      537   

Year ended 08/31/14

    10.41        0.31        0.57        0.88        (0.38            (0.38     10.91        8.53        38,142        1.56        1.78        2.87        398   

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        1.74        2.11        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   

Class R

                           

Year ended 08/31/15

    10.91        0.27        (0.19     0.08        (0.36            (0.36     10.63        0.75        5,848        1.09 (d)      1.22 (d)      2.53 (d)      537   

Year ended 08/31/14

    10.41        0.36        0.57        0.93        (0.43            (0.43     10.91        9.07        3,554        1.06        1.28        3.37        398   

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        1.24        2.61        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   

Class Y

                           

Year ended 08/31/15

    10.92        0.33        (0.19     0.14        (0.42            (0.42     10.64        1.25        102,380        0.59 (d)      0.72 (d)      3.03 (d)      537   

Year ended 08/31/14

    10.42        0.42        0.56        0.98        (0.48            (0.48     10.92        9.61        9,699        0.56        0.78        3.87        398   

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        0.74        3.11        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   

Class R5

                           

Year ended 08/31/15

    10.91        0.33        (0.19     0.14        (0.42            (0.42     10.63        1.25        668        0.59 (d)      0.60 (d)      3.03 (d)      537   

Year ended 08/31/14

    10.40        0.41        0.58        0.99        (0.48            (0.48     10.91        9.72        1,495        0.56        0.60        3.87        398   

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        0.56        3.11        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   

Class R6

                           

Year ended 08/31/15

    10.91        0.34        (0.19     0.15        (0.43            (0.43     10.63        1.32        275,013        0.52 (d)      0.53 (d)      3.10 (d)      537   

Year ended 08/31/14

    10.41        0.42        0.56        0.98        (0.48            (0.48     10.91        9.64        267,254        0.54        0.56        3.89        398   

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 (f)      0.54 (f)      3.11 (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 reorganization 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 $417,221, $10,412, $52,450, $5,319, $63,520, $867 and $273,570 for Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.
(e)  Commencement date of September 24, 2012 for Class R6 shares.
(f)  Annualized.

 

44                         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, 2015, 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, 2015 by correspondence with the custodian and brokers, and the application of alternative auditing procedures where confirmations of security purchases have not been received, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

October 27, 2015

Houston, Texas

 

45                         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, 2015 through August 31, 2015.

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
(03/01/15)
    ACTUAL    

HYPOTHETICAL

(5% annual return before
expenses)

   

Annualized
Expense

Ratio

 
    Ending
Account Value
(08/31/15)1
     Expenses
Paid During
Period2
    Ending
Account Value
(08/31/15)
     Expenses
Paid During
Period2
   

A

  $ 1,000.00      $ 982.50       $ 4.25      $ 1,020.92       $ 4.33        0.85

B

    1,000.00        978.80         7.98        1,017.14         8.13        1.60   

C

    1,000.00        978.80         7.98        1,017.14         8.13        1.60   

R

    1,000.00        981.20         5.49        1,019.66         5.60        1.10   

Y

    1,000.00        983.70         3.00        1,022.18         3.06        0.60   

R5

    1,000.00        984.60         2.90        1,022.28         2.96        0.58   

R6

    1,000.00        985.00         2.55        1,022.63         2.60        0.51   

 

1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2015 through August 31, 2015, 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.

 

46                         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 agreements. During contract renewal meetings held on June 9-10, 2015, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% of the Board, voting separately, approved the continuance for the Fund of the Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) and the Master Intergroup Sub-Advisory Contract for Mutual Funds with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts) for another year, effective July 1, 2015.

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 Board determined that continuation of the Fund’s investment advisory agreement and the sub-advisory contracts is in the best interest of the Fund and its shareholders and that 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 performance and investment management services provided by Invesco Advisers and the Affiliated Sub-Advisers to 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 Board had the benefit of reports from the Sub-Committees and Investments Committee throughout the year in considering approval of the continuance of each Invesco Fund’s investment advisory agreement and sub-advisory contracts for another year.

During the contract renewal process, the Board receives 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 Board also receives a report and this 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. 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.

The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation. The Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these 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 is a summary of 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 10, 2015, and does not reflect consideration of factors that became known to the Board after that date.

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. 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. 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, valuation and legal and compliance.

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 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 Core Plus Bond 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 year period, the second quintile for the three year period and the third quintile for the five year period (the first quintile being the best performing funds and the fifth quintile being the worst performing funds).

 

 

47                         Invesco Core Plus Bond Fund


The Board noted that performance of Class A shares of the Fund was above the performance of the Index for the one and three year periods and below the Index for the five year period. The Board noted that the Fund had merged with another fund in 2011 and achieved sufficient assets to implement fully the “plus” factors of investing in emerging market and high yield bonds. 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, but that Lipper does not provide information on a fund by fund basis as to what is included. The Board noted 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 has contractually agreed to waive fees and/or limit expenses of the Fund through at least December 31. 2015 in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund.

The Board noted that Invesco Advisers and the Affiliated Sub-Advisers do not manage other mutual funds with investment strategies comparable to those of the Fund.

The Board considered the fees charged by Invesco Advisers and the Affiliated Sub-Advisers to other client accounts with investment strategies comparable to those of the Fund. The Board noted that Invesco Advisers or the Affiliated Sub-Advisers may charge lower fees to large institutional clients. Invesco Advisers reviewed with the Board the significantly greater scope of services it provides to the Invesco Funds relative to certain other types of 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 similar scope of services. The information received by the Board demonstrated that the aggregate services provided to the Invesco Funds were sufficiently different from those provided to institutional clients to support the difference in fees.

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.

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. 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 Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its affiliates 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. 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 providing 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; and that the services are required for the operation of the Fund.

The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. 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 with respect to investments in the affiliated money market 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 amount of advisory fees received by Invesco Advisors from the Fund’s investment of cash collateral from any securities lending arrangements in the affiliated money market funds is fair and reasonable.

 

 

48                         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, 2015:

 

Federal and State Income Tax

 

Qualified Dividend Income*

    1.95

Corporate Dividends Received Deduction*

    1.95

U.S. Treasury Obligations*

    7.61

 

49                         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).

  144   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), Invesco Canada Holdings Inc. (holding company), Trimark Investments Ltd./Placements Trimark Ltèe and Invesco Financial Services Ltd/Services Financiers Invesco Ltèe; Chief Executive Officer, Invesco Corporate Class 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), Short-Term Investments Trust and Invesco Management Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management 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: Chief Executive Officer, Invesco Canada Fund Inc (corporate mutual fund company); 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; 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), and Short-Term Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc..

  144   None

 

1  Mr. Flanagan is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) 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.

 

2  Mr. Taylor is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer and a director of the Adviser.

 

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; Chairman, Board of Governors of INTELSAT (international communications company); ACE Limited (insurance company); Independent Directors Council and Investment Company Institute

  144   ALPS (Attorneys Liability Protection Society) (insurance company) and Globe Specialty Metals, Inc. (metallurgical company)

David C. Arch — 1945

Trustee

  2010   Chairman of Blistex Inc., a consumer health care products manufacturer   144   Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan; Member of the Audit Committee of the Edward-Elmhurst Hospital

James T. Bunch — 1942

Trustee

  2000  

Managing Member, Grumman Hill Group LLC (family office/private equity investments)

 

Formerly: Founder, Green Manning & Bunch Ltd. (investment banking firm) (1988-2010); Executive Committee, United States Golf Association; and Chairman, Board of Governors, Western Golf Association

  144   Chairman of the Board of Trustees, Evans Scholars Foundation; and Chairman of the Board, 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

  144   Director of Quidel Corporation and Stericycle, 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); Nature’s Sunshine Products, Inc. and Reich & Tang Funds (5 portfolios) (registered investment company)

 

Formerly: Director, Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company); 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)

  144   Director of: Nature’s Sunshine Products, Inc., Reich & Tang Funds, Homeowners of America Holding Corporation/ Homeowners of America Insurance Company, the Boss Group

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

  144   Insperity, Inc. (formerly known as Administaff)

Prema Mathai-Davis — 1950

Trustee

  2003   Retired. Formerly: Chief Executive Officer, YWCA of the U.S.A.   144   None

Larry Soll — 1942

Trustee

  1997   Retired. Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)   144   None

Hugo F. Sonnenschein — 1940

Trustee

  2010   President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to 2000, President of the University of Chicago   144   Trustee of the University of Rochester and a member of its investment committee; Member of the National Academy of Sciences and the American Philosophical Society; Fellow of the American Academy of Arts and Sciences
Raymond Stickel, Jr. — 1944 Trustee   2005   Retired. Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche   144   None

 

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)

Suzanne H. Woolsey — 1941

Trustee

  2014   Chief Executive Officer of Woolsey Partners LLC   144   Emeritus Chair of the Board of Trustees of the Institute for Defense Analyses; Trustee of Colorado College; Trustee of California Institute of Technology; Prior to 2014, Director of Fluor Corp.; Prior to 2010, Trustee of the German Marshall Fund of the United States; Prior to 2010 Trustee of the Rocky Mountain Institute
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; Managing Director, 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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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
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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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

 

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)                
Karen Dunn Kelley — 1960
Vice President
  2003  

Senior Managing Director, Investments, Invesco Ltd.; 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; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust); and President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust only)

 

Formerly: Director and President, INVESCO Asset Management (Bermuda) Ltd., 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.; 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), and Short-Term Investments Trust only)

  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, and PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Commodity Fund Trust; Anti-Money Laundering Compliance Officer and Bank Secrecy Act Officer, INVESCO National Trust Company and Invesco Trust Company; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, Inc..   N/A   N/A

Lisa O. Brinkley — 1959

Chief Compliance Officer

  2004  

Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A., Inc.); and Chief Compliance Officer, The Invesco Funds

 

Formerly: Global Assurance Officer, Invesco Ltd. and Vice President, The Invesco Funds; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company.

  N/A   N/A

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

1000 Louisiana Street, Suite 5800

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


 

LOGO

 

 

Invesco mailing information

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

 

 

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.

   LOGO

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


 

LOGO

 

 

Annual Report to Shareholders

 

   August 31, 2015
 

 

Invesco Equally-Weighted S&P 500 Fund

 

 

Nasdaq:

A: VADAX ¡ B: VADBX ¡ C: VADCX ¡ R: VADRX ¡ Y: VADDX ¡ R6: VADFX

 

 

LOGO


 

Letters to Shareholders

 

LOGO

Philip Taylor

    

Dear Shareholders:

This annual report includes information about your Fund, including performance data and a complete list of its investments as of the close of the reporting period. Inside is a discussion of how your Fund was managed and the factors that affected its performance during the reporting period. I hope you find this report of interest.

The US economy expanded and unemployment declined throughout the reporting period. The sharp drop in oil prices that began in mid-2014 continued to benefit consumers, but a strong US dollar crimped corporate profits. The US Federal Reserve signaled that it was increasingly likely to raise interest rates, based on generally positive economic data, but uncertainty remained about when it would act. Overseas, the story was much different. Low energy prices hurt the economies of some oil-producing nations, such as Brazil and Russia. During the reporting period, the European Central Bank as well as central banks in China and Japan – among other countries – either

    

instituted or maintained extraordinarily accommodative monetary policies in response to economic weakness.

Investor uncertainty, such as we saw for much of the reporting period – and market volatility, such as we saw at the end of the reporting period – are unfortunate facts of life when it comes to investing. Some investors use these things as excuses to delay saving and investing for their long-term financial goals. That’s why Invesco encourages investors to work with a professional financial adviser who can stress the importance of starting to save and invest early and the importance of adhering to a disciplined investment plan – when times are good and when they’re uncertain. A financial adviser who knows your unique financial situation, investment goals and risk tolerance can be an invaluable partner as you seek to achieve your financial goals. He or she can offer a long-term perspective when markets are volatile and time-tested advice and guidance when your financial situation or investment goals change.

Timely information when and where you want it

Invesco’s efforts to help investors achieve their financial objectives include providing individual investors and financial professionals with timely information about the markets, the economy and investing – whenever and wherever they want it.

Our website, invesco.com/us, offers a wide range of market insights and investment perspectives. On the website, you’ll find detailed information about our funds, including prices, performance, holdings and portfolio manager commentaries. You can access information about your account by completing a simple, secure online registration. Click on the “Need to register” link in the “Account Access” box on our homepage to get started.

Invesco’s mobile apps for iPhone® and iPad® (both available free from the App StoreSM) allow you to obtain the same detailed information, monitor your account and create customizable watch lists. Also, they allow you to access investment insights from our investment leaders, market strategists, economists and retirement experts. You can sign up to be alerted when new commentary is added, and you can watch portfolio manager videos and have instant access to Invesco news and updates wherever you may be.

In addition to the resources accessible on our website and through our mobile app, you can obtain timely updates to help you stay informed about the markets, the economy and investing by connecting with Invesco on Twitter, LinkedIn or Facebook. You can access our blog at blog.invesco.us.com. Our goal is to provide you the information you want, when and where you want it.

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,

 

LOGO

Philip Taylor

Senior Managing Director, Invesco Ltd.

iPhone and iPad are trademarks of Apple Inc., registered in the US and other countries. App Store is a service mark of Apple Inc. Invesco Distributors, Inc. is not affiliated with Apple Inc.

 

2                         Invesco Equally-Weighted S&P 500 Fund


LOGO

Bruce Crockett

  

Dear Fellow Shareholders:

Among the many important lessons I’ve learned in more than 40 years in a variety of business endeavors is the value of a trusted advocate.

As independent chair of the Invesco Funds Board, I can assure you that the members of the Board are strong advocates for the interests of investors in Invesco’s mutual funds. We work hard to represent your interests through oversight of the quality of the investment management services your funds receive and other matters important to your investment, including but not limited to:

n Ensuring that Invesco offers a diverse lineup of mutual funds that your financial adviser can use to strive to meet your financial needs as your investment goals change over time.

n Monitoring how the portfolio management teams of the Invesco funds are performing in light of changing economic and market conditions.

n   Assessing each portfolio management team’s investment performance within the context of the investment strategy described in the fund’s prospectus.
n   Monitoring for potential conflicts of interests that may impact the nature of the services that your funds receive.

We believe one of the most important services we provide our fund shareholders is the annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This review is required by the Investment Company Act of 1940 and focuses on the nature and quality of the services Invesco provides as the adviser to the Invesco funds and the reasonableness of the fees that it charges for those services. Each year, we spend months carefully reviewing information received from Invesco and a variety of independent sources, such as performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field. We also meet with our independent legal counsel and other independent advisers to review and help us assess the information that we have received. Our goal is to assure that you receive quality investment management services for a reasonable fee.

I trust the measures outlined above provide assurance that you have a worthy advocate when it comes to choosing the Invesco Funds.

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,

 

LOGO

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, 2015, Class A shares of Invesco Equally-Weighted S&P 500 Fund (the Fund), at net asset value, underperformed the Fund’s broad market index, the S&P 500 Index.

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

 

 

Fund vs. Indexes

Total returns, 8/31/14 to 8/31/15, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

Class A Shares

     -1.07

Class B Shares

     -1.81   

Class C Shares

     -1.81   

Class R Shares

     -1.33   

Class Y Shares

     -0.83   

Class R6 Shares

     -0.70   

S&P 500 Indexq (Broad Market Index)

     -0.48   

S&P 500 Equal Weight Indexq (Style-Specific Index)

     -0.49   

Lipper Multi-Cap Core Funds Indexn (Peer Group Index)

     -0.88   

Source(s): qFactSet Research Systems Inc.; nLipper Inc.

  

 

 

Market conditions and your Fund

The US economy improved slowly, but somewhat steadily, during the fiscal year ended August 31, 2015 – although the performance of the underlying sectors of the economy varied dramatically. The headline story was the massive slowdown in energy markets, as oil prices plummeted when too much supply overwhelmed slowing global demand. However the more subtle story, which drove the economy forward during the year, was the improved position of the US consumer.

As the reporting period began, economic growth appeared to be stronger in the US than in the rest of the world. In mid-2014, when the price of oil began its sharp and prolonged decline, US equities fell as well. However, while global growth weakened and commodity-based economies and currencies underperformed those of the US, continued strengthening

of the US consumer led US equity markets higher through the spring. Continued low interest rates, the increasing availability of credit from lenders and an improving employment picture all contributed to higher consumer confidence. This strength also helped the market overcome summer fears that Greece and the eurozone would fail to reach an agreement on a financial bailout plan. In the final weeks of the fiscal year, however, US equity markets moved sharply lower. A significant downturn in China’s financial markets, weak global economic growth and the uncertain timing of a potential US interest rate increase were negatives for jittery US markets. While stocks were up slightly for the fiscal year, they ended the reporting period on a negative note.

The Fund seeks total return through growth of capital and current income. The Fund invests in a diversified portfolio of common stocks represented in the S&P 500 Index. The Fund generally

 

invests in each common stock included in the S&P 500 Index in approximately equal proportions, which 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. Due to the equally weighted nature of the Fund and the capitalization weighted nature of the index, the Fund will lag when large-cap stocks outperform mid-cap stocks.

    During the reporting period, sectors that contributed the most to overall Fund performance were the health care, consumer staples and utilities sectors. The energy, consumer discretionary, industrials, information technology (IT) and materials sectors were the top detractors from the Fund’s overall performance. Relative to the S&P 500 Index, overweight allocations in the consumer discretionary and utilities sectors and underweight allocations in the energy and telecommunication services sectors contributed to Fund results. Overweight allocations in the industrials and materials sectors and underweight allocations in the consumer staples, health care and IT sectors detracted from Fund results.

    The top-performing stock during the fiscal year was Internet television network Netflix. The firm reported strong earnings and increasing service subscriber growth toward the end of the fiscal year. Also contributing to the Fund’s performance was video game developer Electronic Arts. The company announced strong quarterly revenues and beat earnings estimates throughout the fiscal year. A third contributor to performance was Hospira, a pharmaceutical and medical device company. The company’s stock price soared following the announcement of its acquisition by Pfizer (not a Fund holding).

 

Portfolio Composition     

By sector

 

  

Financials

      17.2 %

Consumer Discretionary

      16.8  

Information Technology

      13.2  

Industrials

      12.5  

Health Care

      11.2  

Consumer Staples

      7.7  

Energy

      7.1  

Utilities

      6.1  

Materials

      5.2  

Telecommunication Services

      1.0  

Money Market Funds

   
Plus Other Assets Less Liabilities       2.0  
Top 10 Equity Holdings*     
   

  1.  AGL Resources Inc.

      0.3 %  

  2.  Cameron International Corp.

      0.3  

  3.  Chubb Corp. (The)

      0.3  

  4.  Netflix Inc.

      0.3  

  5.  Amazon.com, Inc.

      0.3  

  6.  TECO Energy, Inc.

      0.3  

  7.  Signet Jewelers Ltd.

      0.3  

  8.  Coca-Cola Enterprises, Inc.

      0.3  

  9.  Under Armour, Inc.-Class A

      0.3  

10.  Chipotle Mexican Grill, Inc.

      0.2  

Total Net Assets

  $ 4.8 billion   

Total Number of Holdings*

    503   

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


The energy sector struggled the most with Chesapeake Energy, Ensco and Freeport-McMoRan being the top detractors from Fund performance during the reporting period. Chesapeake Energy, primarily a natural gas company, was hurt by a decrease in natural gas commodities prices with its stock price falling approximately
70%1 over the fiscal year. Ensco, an oil and gas services company, was affected by falling oil prices due to oversupply. Freeport-McMoRan, a major metals miner with oil holdings, suffered from a commodities selloff with copper and crude oil down during the reporting period. Like Chesapeake Energy, its stock price also fell approximatively 70%1 over the fiscal year.

Please note that the Fund’s strategy is principally implemented through equity investments, but the Fund also may use S&P 500 futures contracts, a derivative instrument, to gain exposure to the equity market. During the reporting period, the Fund invested in S&P 500 futures contracts, which generated a negative return and was a slight detractor from Fund performance. Derivatives can be a cost-effective way to gain exposure to asset classes. However, derivatives may amplify traditional investment risks through the creation of leverage and may be less liquid than traditional securities.

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

 

1 Source: CNBC

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.

    

LOGO

 

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.

LOGO

 

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.
LOGO  

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 Merrimack College and an MBA from Boston University.

LOGO

 

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.

LOGO

 

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 8/31/05

 

LOGO

 

1  Source: 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. 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 (NAVs) 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 NAVs for shareholder transactions and the returns based on those NAVs may differ from the NAVs 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 Equally-Weighted S&P 500 Fund


Average Annual Total Returns   
As of 8/31/15, including maximum applicable sales charges
    
    

Class A Shares

        

Inception (7/28/97)

     7.93

10 Years

     7.37   

  5 Years

     14.85   

  1 Year

     -6.52   

Class B Shares

        

Inception (12/1/87)

     10.96

10 Years

     7.32   

  5 Years

     15.06   

  1 Year

     -6.62   

Class C Shares

        

Inception (7/28/97)

     7.47

10 Years

     7.18   

  5 Years

     15.29   

  1 Year

     -2.77   

Class R Shares

        

Inception (3/31/08)

     9.29

  5 Years

     15.86   

  1 Year

     -1.33   

Class Y Shares

        

Inception (7/28/97)

     8.53

10 Years

     8.24   

  5 Years

     16.45   

  1 Year

     -0.83   

Class R6 Shares

        

10 Years

     8.08

  5 Years

     16.38   

  1 Year

     -0.70   
Average Annual Total Returns   
As of 6/30/15, the most recent calendar quarter end, including maximum applicable sales charges    

Class A Shares

        

Inception (7/28/97)

     8.29

10 Years

     8.28   

  5 Years

     16.45   

  1 Year

     -0.29   

Class B Shares

        

Inception (12/1/87)

     11.22

10 Years

     8.24   

  5 Years

     16.68   

  1 Year

     -0.29   

Class C Shares

        

Inception (7/28/97)

     7.84

10 Years

     8.09   

  5 Years

     16.89   

  1 Year

     3.71   

Class R Shares

        

Inception (3/31/08)

     10.23

  5 Years

     17.48   

  1 Year

     5.24   

Class Y Shares

        

Inception (7/28/97)

     8.90

10 Years

     9.16   

  5 Years

     18.07   

  1 Year

     5.77   

Class R6 Shares

        

10 Years

     8.99

  5 Years

     17.98   

  1 Year

     5.91   

    

 

 

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.

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 0.56%, 1.31%, 1.31%, 0.81%, 0.31% 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.

Fund performance reflects any applicable fee waivers and/or expense reimbursements. Had the adviser not waived fees and/or reimbursed expenses currently or in the past, returns would have been lower. See current prospectus for more information.

 

 

7                         Invesco Equally-Weighted S&P 500 Fund


 

Invesco Equally-Weighted S&P 500 Fund’s investment objective is total return through growth of capital and current income.

n   Unless otherwise stated, information presented in this report is as of August 31, 2015, 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 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 value of a derivative instrument depends largely on (and is derived from) the value of an underlying security, currency, commodity, interest rate, index or other asset (each referred to as an underlying asset). In addition to risks relating to the underlying assets, the use of derivatives may include other, possibly greater, risks, including counterparty, leverage and liquidity risks. Counterparty risk is the risk that the counterparty to the derivative contract will default on its obligation to pay the Fund the amount owed or otherwise perform under the derivative contract. Derivatives create leverage risk because they do not require payment up front equal to the economic exposure created by

  

    owning the derivative. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative, which may make the Fund’s returns more volatile and increase the risk of loss. Derivative instruments may also be less liquid than more traditional investments and the Fund may be unable to sell or close out its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. Derivatives may also be harder to value, less tax efficient and subject to changing government regulation that could impact the Fund’s ability to use certain derivatives or their cost. Also, derivatives used for hedging or to gain or limit exposure to a particular market segment may not provide the expected benefits, particularly during adverse market conditions.

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 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 Indexing 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 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 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.

 

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 Equally-Weighted S&P 500 Fund


Schedule of Investments(a)

August 31, 2015

 

     Shares      Value  

Common Stocks & Other Equity Interests–97.99%

  

Advertising–0.39%   

Interpublic Group of Cos., Inc. (The)

    499,319       $ 9,427,143   

Omnicom Group Inc.

    137,605         9,216,783   
               18,643,926   
Aerospace & Defense–2.18%     

Boeing Co. (The)

    69,862         9,129,566   

General Dynamics Corp.

    70,231         9,974,909   

Honeywell International Inc.

    95,880         9,518,008   

L-3 Communications Holdings, Inc.

    85,596         9,027,810   

Lockheed Martin Corp.

    52,237         10,509,040   

Northrop Grumman Corp.

    61,941         10,142,219   

Precision Castparts Corp.

    47,986         11,048,776   

Raytheon Co.

    98,124         10,063,597   

Rockwell Collins, Inc.

    105,995         8,675,691   

Textron Inc.

    217,066         8,422,161   

United Technologies Corp.

    84,832         7,771,460   
               104,283,237   
Agricultural & Farm Machinery–0.19%      

Deere & Co.

    107,782         8,814,412   
Agricultural Products–0.18%     

Archer-Daniels-Midland Co.

    192,185         8,646,403   
Air Freight & Logistics–0.81%     

C.H. Robinson Worldwide, Inc.

    156,615         10,560,550   

Expeditors International of Washington, Inc.

    207,430         10,157,847   

FedEx Corp.

    54,328         8,182,340   

United Parcel Service, Inc.–Class B

    99,703         9,735,998   
               38,636,735   
Airlines–0.64%     

American Airlines Group Inc.

    245,089         9,553,569   

Delta Air Lines, Inc.

    242,497         10,616,519   

Southwest Airlines Co.

    285,039         10,460,931   
               30,631,019   
Alternative Carriers–0.17%     

Level 3 Communications, Inc.(b)

    182,216         8,150,522   
Aluminum–0.16%     

Alcoa Inc.

    827,229         7,817,314   
Apparel Retail–1.00%     

Gap, Inc. (The)

    260,616         8,550,811   

L Brands, Inc.

    117,811         9,884,343   

Ross Stores, Inc.

    205,571         9,994,862   

TJX Cos., Inc. (The)

    152,614         10,731,816   

Urban Outfitters, Inc.(b)

    280,708         8,662,649   
               47,824,481   
Apparel, Accessories & Luxury Goods–1.60%   

Coach, Inc.

    284,065         8,592,966   
     Shares      Value  
Apparel, Accessories & Luxury Goods–(continued)   

Fossil Group, Inc.(b)

    140,176       $ 8,632,038   

Hanesbrands, Inc.

    305,274         9,191,800   

Michael Kors Holdings Ltd.(b)

    206,849         8,989,658   

PVH Corp.

    88,481         10,527,469   

Ralph Lauren Corp.

    73,762         8,201,597   

Under Armour, Inc.–Class A(b)

    122,725         11,723,919   

VF Corp.

    144,188         10,443,537   
               76,302,984   
Application Software–0.96%     

Adobe Systems Inc.(b)

    124,923         9,815,200   

Autodesk, Inc.(b)

    184,542         8,627,338   

Citrix Systems, Inc.(b)

    138,734         9,449,173   

Intuit Inc.

    95,257         8,168,288   

salesforce.com, inc.(b)

    139,005         9,641,387   
               45,701,386   
Asset Management & Custody Banks–1.82%   

Affiliated Managers Group, Inc.(b)

    45,009         8,391,478   

Ameriprise Financial, Inc.

    77,739         8,758,853   

Bank of New York Mellon Corp. (The)

    228,396         9,090,161   

BlackRock, Inc.

    28,227         8,537,821   

Franklin Resources, Inc.

    199,328         8,088,730   

Invesco Ltd.(c)

    252,758         8,621,575   

Legg Mason, Inc.

    188,696         8,364,894   

Northern Trust Corp.

    128,578         8,979,888   

State Street Corp.

    123,714         8,897,511   

T. Rowe Price Group Inc.

    127,363         9,154,852   
               86,885,763   
Auto Parts & Equipment–0.50%     

BorgWarner, Inc.

    164,898         7,196,148   

Delphi Automotive PLC (United Kingdom)

    113,923         8,603,465   

Johnson Controls, Inc.

    190,570         7,840,050   
               23,639,663   
Automobile Manufacturers–0.36%     

Ford Motor Co.

    655,048         9,085,516   

General Motors Co.

    279,372         8,224,711   
               17,310,227   
Automotive Retail–1.04%     

Advance Auto Parts, Inc.

    60,385         10,582,471   

AutoNation, Inc.(b)

    158,279         9,471,415   

AutoZone, Inc.(b)

    14,626         10,472,070   

CarMax, Inc.(b)

    136,925         8,352,425   

O’Reilly Automotive, Inc.(b)

    44,250         10,623,098   
               49,501,479   
Biotechnology–1.65%     

Alexion Pharmaceuticals, Inc.(b)

    59,017         10,162,137   

Amgen Inc.

    63,901         9,698,894   
 

 

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  
Biotechnology–(continued)   

Baxalta Inc.(b)

    311,674       $ 10,955,341   

Biogen Inc.(b)

    25,661         7,629,015   

Celgene Corp.(b)

    89,618         10,582,093   

Gilead Sciences, Inc.

    84,789         8,908,780   

Regeneron Pharmaceuticals, Inc.(b)

    20,265         10,406,078   

Vertex Pharmaceuticals Inc.(b)

    80,221         10,229,782   
               78,572,120   
Brewers–0.20%     

Molson Coors Brewing Co.–Class B

    137,094         9,334,730   
Broadcasting–0.67%     

CBS Corp.–Class B

    170,565         7,716,360   

Discovery Communications, Inc.–Class A(b)

    116,428         3,096,985   

Discovery Communications, Inc.–Class C(b)

    203,813         5,168,698   

Scripps Networks Interactive Inc.–Class A

    149,615         7,943,060   

TEGNA Inc.

    344,792         8,202,602   
               32,127,705   
Building Products–0.43%     

Allegion PLC

    163,279         9,733,061   

Masco Corp.

    408,913         10,725,788   
               20,458,849   
Cable & Satellite–0.64%     

Cablevision Systems Corp.–Class A

    416,724         10,488,943   

Comcast Corp.–Class A

    171,238         9,645,837   

Time Warner Cable Inc.

    55,814         10,382,520   
               30,517,300   
Casinos & Gaming–0.15%     

Wynn Resorts Ltd.

    97,055         7,283,978   
Coal & Consumable Fuels–0.13%     

CONSOL Energy Inc.

    394,948         6,015,058   
Commodity Chemicals–0.17%     

LyondellBasell Industries N.V.–Class A

    95,668         8,168,134   
Communications Equipment–1.21%      

Cisco Systems, Inc.

    349,557         9,046,535   

F5 Networks, Inc.(b)

    79,689         9,675,042   

Harris Corp.

    127,493         9,794,012   

Juniper Networks, Inc.

    364,234         9,364,456   

Motorola Solutions, Inc.

    173,050         11,217,101   

QUALCOMM, Inc.

    148,845         8,421,650   
               57,518,796   
Computer & Electronics Retail–0.43%      

Best Buy Co., Inc.

    291,707         10,717,315   

GameStop Corp.–Class A

    232,224         9,864,876   
               20,582,191   
Construction & Engineering–0.54%      

Fluor Corp.

    181,190         8,265,888   

Jacobs Engineering Group, Inc.(b)

    231,416         9,351,520   

Quanta Services, Inc.(b)

    335,453         8,131,381   
               25,748,789   
     Shares      Value  
Construction Machinery & Heavy Trucks–0.69%   

Caterpillar Inc.

    113,560       $ 8,680,527   

Cummins Inc.

    72,756         8,858,043   

Joy Global Inc.

    256,792         6,219,502   

PACCAR Inc.

    153,459         9,049,477   
               32,807,549   
Construction Materials–0.46%     

Martin Marietta Materials, Inc.

    67,457         11,319,284   

Vulcan Materials Co.

    112,232         10,507,160   
               21,826,444   
Consumer Electronics–0.35%     

Garmin Ltd.

    222,736         8,377,101   

Harman International Industries, Inc.

    82,729         8,085,932   
               16,463,033   
Consumer Finance–0.72%     

American Express Co.

    125,441         9,623,834   

Capital One Financial Corp.

    113,923         8,857,513   

Discover Financial Services

    168,122         9,033,195   

Navient Corp.

    513,453         6,567,064   
               34,081,606   
Data Processing & Outsourced Services–2.39%   

Alliance Data Systems Corp.(b)

    33,083         8,508,617   

Automatic Data Processing, Inc.

    118,978         9,199,379   

Computer Sciences Corp.

    147,252         9,128,151   

Fidelity National Information Services, Inc.

    157,704         10,891,038   

Fiserv, Inc.(b)

    124,207         10,591,131   

MasterCard, Inc.–Class A

    106,391         9,827,337   

Paychex, Inc.

    207,862         9,283,117   

PayPal Holdings, Inc.(b)

    216,530         7,578,550   

Total System Services, Inc.

    239,816         10,990,767   

Visa Inc.–Class A

    143,897         10,259,856   

Western Union Co. (The)

    464,666         8,568,441   

Xerox Corp.

    893,142         9,083,254   
               113,909,638   
Department Stores–0.55%     

Kohl’s Corp.

    159,189         8,123,414   

Macy’s, Inc.

    143,318         8,399,868   

Nordstrom, Inc.

    134,852         9,828,014   
               26,351,296   
Distillers & Vintners–0.43%     

Brown-Forman Corp.–Class B

    101,622         9,969,118   

Constellation Brands, Inc.–Class A

    82,777         10,595,456   
               20,564,574   
Distributors–0.19%     

Genuine Parts Co.

    109,822         9,169,039   
Diversified Banks–1.16%     

Bank of America Corp.

    570,405         9,320,418   

Citigroup Inc.

    174,687         9,342,261   

Comerica Inc.

    191,485         8,425,340   
 

 

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 Banks–(continued)     

JPMorgan Chase & Co.

    146,174       $ 9,369,753   

U.S. Bancorp

    222,786         9,434,987   

Wells Fargo & Co.

    174,748         9,319,311   
               55,212,070   
Diversified Chemicals–0.54%     

Dow Chemical Co. (The)

    192,445         8,421,393   

E. I. du Pont de Nemours and Co.

    151,937         7,824,756   

Eastman Chemical Co.

    128,198         9,289,227   
               25,535,376   
Diversified Metals & Mining–0.11%      

Freeport-McMoRan Inc.

    503,604         5,358,347   
Diversified Support Services–0.21%      

Cintas Corp.

    115,936         9,853,401   
Drug Retail–0.42%     

CVS Health Corp.

    97,596         9,993,830   

Walgreens Boots Alliance, Inc.

    117,285         10,151,017   
               20,144,847   
Electric Utilities–2.68%     

American Electric Power Co., Inc.

    184,987         10,042,944   

Duke Energy Corp.

    137,548         9,753,529   

Edison International

    174,412         10,199,614   

Entergy Corp.

    141,088         9,217,279   

Eversource Energy

    216,407         10,223,067   

Exelon Corp.

    294,288         9,052,299   

FirstEnergy Corp.

    296,298         9,469,684   

NextEra Energy, Inc.

    100,527         9,892,862   

Pepco Holdings, Inc.

    373,367         8,579,973   

Pinnacle West Capital Corp.

    175,024         10,419,179   

PPL Corp.

    330,891         10,254,312   

Southern Co. (The)

    235,847         10,238,118   

Xcel Energy, Inc.

    305,088         10,290,618   
               127,633,478   
Electrical Components & Equipment–0.73%   

AMETEK, Inc.

    182,183         9,805,089   

Eaton Corp. PLC(b)

    138,792         7,919,472   

Emerson Electric Co.

    167,304         7,983,747   

Rockwell Automation, Inc.

    79,258         8,863,422   
               34,571,730   
Electronic Components–0.36%     

Amphenol Corp.–Class A

    172,930         9,054,615   

Corning Inc.

    480,789         8,274,378   
               17,328,993   
Electronic Equipment & Instruments–0.19%   

FLIR Systems, Inc.

    320,269         9,169,301   
Electronic Manufacturing Services–0.18%      

TE Connectivity Ltd. (Switzerland)

    144,984         8,596,101   
Environmental & Facilities Services–0.65%   

Republic Services, Inc.

    246,756         10,112,061   
     Shares      Value  
Environmental & Facilities Services–(continued)   

Stericycle, Inc.(b)

    73,452       $ 10,367,015   

Waste Management, Inc.

    205,953         10,310,007   
               30,789,083   
Fertilizers & Agricultural Chemicals–0.72%      

CF Industries Holdings, Inc.

    157,774         9,053,072   

FMC Corp.

    181,190         7,666,149   

Monsanto Co.

    87,419         8,536,465   

Mosaic Co. (The)

    223,986         9,145,349   
               34,401,035   
Food Distributors–0.23%     

Sysco Corp.

    270,216         10,773,512   
Food Retail–0.37%     

Kroger Co. (The)

    278,474         9,607,353   

Whole Foods Market, Inc.

    247,123         8,095,749   
               17,703,102   
Footwear–0.23%     

NIKE, Inc.–Class B

    96,129         10,742,416   
Gas Utilities–0.27%     

AGL Resources Inc.

    208,536         12,718,611   
General Merchandise Stores–0.61%      

Dollar General Corp.

    128,214         9,550,661   

Dollar Tree, Inc.(b)

    126,651         9,658,405   

Target Corp.

    125,536         9,755,403   
               28,964,469   
Gold–0.15%     

Newmont Mining Corp.

    423,625         7,231,279   
Health Care Distributors–0.96%     

AmerisourceBergen Corp.

    90,570         9,060,623   

Cardinal Health, Inc.

    112,244         9,234,314   

Henry Schein, Inc.(b)

    70,176         9,600,779   

McKesson Corp.

    42,430         8,383,319   

Patterson Cos. Inc.

    206,165         9,448,542   
               45,727,577   
Health Care Equipment–2.51%     

Abbott Laboratories

    204,979         9,283,499   

Baxter International Inc.

    269,030         10,344,204   

Becton, Dickinson and Co.

    71,463         10,077,712   

Boston Scientific Corp.(b)

    568,131         9,510,513   

C.R. Bard, Inc.

    58,508         11,338,265   

Edwards Lifesciences Corp.(b)

    74,684         10,521,482   

Intuitive Surgical, Inc.(b)

    20,127         10,283,891   

Medtronic PLC

    132,102         9,549,654   

St. Jude Medical, Inc.

    134,199         9,502,631   

Stryker Corp.

    104,278         10,287,025   

Varian Medical Systems, Inc.(b)

    116,301         9,449,456   

Zimmer Biomet Holdings, Inc.

    88,915         9,208,037   
               119,356,369   
 

 

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 Facilities–0.64%     

HCA Holdings, Inc.(b)

    120,983       $ 10,479,548   

Tenet Healthcare Corp.(b)

    192,519         9,477,710   

Universal Health Services, Inc.–Class B

    76,599         10,504,787   
               30,462,045   
Health Care REIT’s–0.60%     

Care Capital Properties, Inc.(b)

    1         16   

HCP, Inc.

    262,122         9,714,241   

Health Care REIT, Inc.

    146,797         9,299,590   

Ventas, Inc.

    178,017         9,794,496   
               28,808,343   
Health Care Services–0.80%     

DaVita HealthCare Partners Inc.(b)

    122,559         9,270,363   

Express Scripts Holding Co.(b)

    114,132         9,541,435   

Laboratory Corp. of America Holdings(b)

    83,219         9,804,030   

Quest Diagnostics Inc.

    136,588         9,260,667   
               37,876,495   
Health Care Supplies–0.21%     

DENTSPLY International Inc.

    191,448         10,033,790   
Health Care Technology–0.19%     

Cerner Corp.(b)

    147,035         9,080,882   
Home Entertainment Software–0.43%      

Activision Blizzard, Inc.

    349,686         10,011,510   

Electronic Arts Inc.(b)

    158,986         10,516,924   
               20,528,434   
Home Furnishings–0.41%     

Leggett & Platt, Inc.

    204,099         9,066,077   

Mohawk Industries, Inc.(b)

    52,336         10,308,622   
               19,374,699   
Home Improvement Retail–0.43%     

Home Depot, Inc. (The)

    90,201         10,504,808   

Lowe’s Cos., Inc.

    144,522         9,996,587   
               20,501,395   
Homebuilding–0.69%     

D.R. Horton, Inc.

    373,506         11,343,377   

Lennar Corp.–Class A

    210,161         10,697,195   

PulteGroup Inc.

    517,716         10,711,544   
               32,752,116   
Homefurnishing Retail–0.19%     

Bed Bath & Beyond Inc.(b)

    142,601         8,856,948   
Hotel and Resort REIT’s–0.19%     

Host Hotels & Resorts Inc.

    500,823         8,879,592   
Hotels, Resorts & Cruise Lines–1.02%      

Carnival Corp.

    210,383         10,357,155   

Marriott International Inc.–Class A

    130,189         9,199,155   

Royal Caribbean Cruises Ltd.

    129,900         11,451,984   

Starwood Hotels & Resorts Worldwide, Inc.

    121,395         8,676,101   
     Shares      Value  
Hotels, Resorts & Cruise Lines–(continued)   

Wyndham Worldwide Corp.

    117,951       $ 9,020,892   
               48,705,287   
Household Appliances–0.19%     

Whirlpool Corp.

    53,639         9,016,716   
Household Products–0.82%     

Clorox Co. (The)

    95,048         10,566,486   

Colgate-Palmolive Co.

    150,496         9,452,654   

Kimberly-Clark Corp.

    93,463         9,956,613   

Procter & Gamble Co. (The)

    126,491         8,939,119   
               38,914,872   
Housewares & Specialties–0.21%     

Newell Rubbermaid Inc.

    242,438         10,213,913   
Human Resource & Employment Services–0.19%   

Robert Half International, Inc.

    176,760         9,020,063   
Hypermarkets & Super Centers–0.40%      

Costco Wholesale Corp.

    71,885         10,067,494   

Wal-Mart Stores, Inc.

    137,738         8,915,781   
               18,983,275   
Independent Power Producers & Energy Traders–0.36%   

AES Corp. (The)

    747,294         8,967,528   

NRG Energy, Inc.

    412,588         8,218,753   
               17,186,281   
Industrial Conglomerates–0.79%     

3M Co.

    63,125         8,972,587   

Danaher Corp.

    117,299         10,207,359   

General Electric Co.

    364,234         9,040,288   

Roper Technologies, Inc.

    56,735         9,196,176   
               37,416,410   
Industrial Gases–0.57%     

Air Products and Chemicals, Inc.

    68,825         9,603,152   

Airgas, Inc.

    94,741         9,144,401   

Praxair, Inc.

    80,989         8,564,587   
               27,312,140   
Industrial Machinery–1.68%     

Dover Corp.

    136,419         8,451,157   

Flowserve Corp.

    183,862         8,297,692   

Illinois Tool Works Inc.

    106,470         8,999,909   

Ingersoll-Rand PLC

    142,805         7,895,689   

Parker Hannifin Corp.

    83,715         9,012,757   

Pentair PLC (United Kingdom)

    160,676         8,883,776   

Snap-on Inc.

    63,596         10,160,733   

Stanley Black & Decker Inc.

    93,868         9,529,479   

Xylem, Inc.

    273,026         8,859,694   
               80,090,886   
Industrial REIT’s–0.20%     

Prologis, Inc.

    253,916         9,648,808   
 

 

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  
Insurance Brokers–0.38%      

Aon PLC

    97,586       $ 9,118,436   

Marsh & McLennan Cos., Inc.

    168,747         9,066,776   
               18,185,212   
Integrated Oil & Gas–0.55%     

Chevron Corp.

    99,893         8,090,334   

Exxon Mobil Corp.

    118,737         8,933,772   

Occidental Petroleum Corp.

    128,264         9,364,555   
               26,388,661   
Integrated Telecommunication Services–0.79%   

AT&T Inc.

    287,918         9,558,878   

CenturyLink Inc.

    306,399         8,285,029   

Frontier Communications Corp.

    2,011,370         10,197,646   

Verizon Communications Inc.

    211,140         9,714,551   
               37,756,104   
Internet Retail–1.14%     

Amazon.com, Inc.(b)(d)

    23,205         11,901,612   

Expedia, Inc.

    92,639         10,652,559   

Netflix Inc.(b)

    105,658         12,153,840   

Priceline Group Inc. (The)(b)

    8,496         10,608,445   

TripAdvisor Inc.(b)

    131,095         9,163,541   
               54,479,997   
Internet Software & Services–1.30%      

Akamai Technologies, Inc.(b)

    135,844         9,687,036   

eBay Inc.(b)

    402,735         10,918,146   

Facebook Inc.–Class A(b)

    122,363         10,942,923   

Google Inc.,–Class A(b)

    9,217         5,970,957   

Google Inc.,–Class C(b)

    9,261         5,725,613   

VeriSign, Inc.(b)

    158,481         10,925,680   

Yahoo! Inc.(b)

    246,177         7,936,746   
               62,107,101   
Investment Banking & Brokerage–0.74%   

Charles Schwab Corp. (The)

    299,052         9,085,200   

E*TRADE Financial Corp.(b)

    324,540         8,532,156   

Goldman Sachs Group, Inc. (The)

    46,823         8,830,818   

Morgan Stanley

    251,865         8,676,749   
               35,124,923   
IT Consulting & Other Services–0.76%      

Accenture PLC–Class A

    103,811         9,786,263   

Cognizant Technology Solutions Corp.–Class A(b)

    156,836         9,871,258   

International Business Machines Corp.

    59,742         8,835,244   

Teradata Corp.(b)

    258,656         7,560,515   
               36,053,280   
Leisure Products–0.40%     

Hasbro, Inc.

    137,000         10,218,830   

Mattel, Inc.

    381,798         8,945,527   
               19,164,357   
     Shares      Value  
Life & Health Insurance–1.35%      

Aflac, Inc.

    159,443       $ 9,343,360   

Lincoln National Corp.

    162,959         8,276,688   

MetLife, Inc.

    178,884         8,962,088   

Principal Financial Group, Inc.

    189,556         9,544,145   

Prudential Financial, Inc.

    111,792         9,021,614   

Torchmark Corp.

    171,444         10,022,616   

Unum Group

    270,216         9,063,045   
               64,233,556   
Life Sciences Tools & Services–0.78%      

Agilent Technologies, Inc.

    250,411         9,092,423   

PerkinElmer, Inc.

    191,632         9,328,646   

Thermo Fisher Scientific, Inc.

    76,729         9,619,515   

Waters Corp.(b)

    74,483         9,040,746   
               37,081,330   
Managed Health Care–0.99%     

Aetna Inc.

    86,099         9,860,058   

Anthem, Inc.

    62,076         8,755,820   

Cigna Corp.

    72,655         10,229,097   

Humana Inc.

    46,954         8,582,722   

UnitedHealth Group Inc.

    84,796         9,810,897   
               47,238,594   
Metal & Glass Containers–0.37%     

Ball Corp.

    138,368         9,119,835   

Owens-Illinois, Inc.(b)

    410,382         8,556,465   
               17,676,300   
Motorcycle Manufacturers–0.22%      

Harley-Davidson, Inc.

    182,985         10,256,309   
Movies & Entertainment–0.67%     

Time Warner Inc.

    115,990         8,246,889   

Twenty-First Century Fox, Inc.–Class A

    305,134         8,357,620   

Viacom Inc.–Class B

    150,246         6,125,529   

Walt Disney Co. (The)

    90,735         9,244,082   
               31,974,120   
Multi-Line Insurance–0.99%     

American International Group, Inc.

    161,195         9,726,506   

Assurant, Inc.

    149,302         11,100,604   

Genworth Financial Inc.–Class A(b)

    1,254,892         6,500,340   

Hartford Financial Services Group, Inc. (The)

    236,406         10,862,856   

Loews Corp.

    249,347         9,088,698   
               47,279,004   
Multi-Sector Holdings–0.39%     

Berkshire Hathaway Inc.–Class B(b)

    71,112         9,531,853   

Leucadia National Corp.

    412,588         8,854,138   
               18,385,991   
Multi-Utilities–2.80%     

Ameren Corp.

    264,135         10,641,999   

CenterPoint Energy, Inc.

    517,985         9,644,881   
 

 

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  
Multi-Utilities–(continued)     

CMS Energy Corp.

    308,961       $ 10,127,741   

Consolidated Edison, Inc.

    173,381         10,907,399   

Dominion Resources, Inc.

    149,347         10,416,953   

DTE Energy Co.

    134,670         10,512,340   

NiSource Inc.

    552,390         9,274,628   

PG&E Corp.

    198,574         9,845,299   

Public Service Enterprise Group Inc.

    251,294         10,114,583   

SCANA Corp.

    198,258         10,485,866   

Sempra Energy

    96,989         9,199,407   

TECO Energy, Inc.

    560,471         11,809,124   

WEC Energy Group, Inc.

    218,924         10,431,729   
               133,411,949   
Office REIT’s–0.56%     

Boston Properties, Inc.

    79,114         8,969,945   

SL Green Realty Corp.

    86,795         8,984,151   

Vornado Realty Trust

    101,768         8,873,152   
               26,827,248   
Office Services & Supplies–0.19%     

Pitney Bowes Inc.

    458,895         9,090,710   
Oil & Gas Drilling–0.67%     

Diamond Offshore Drilling, Inc.

    350,417         8,308,387   

Ensco PLC–Class A

    423,805         7,675,109   

Helmerich & Payne, Inc.

    135,733         8,009,604   

Transocean Ltd.

    561,417         7,988,964   
               31,982,064   
Oil & Gas Equipment & Services–1.16%      

Baker Hughes Inc.

    155,564         8,711,584   

Cameron International Corp.(b)

    186,474         12,449,004   

FMC Technologies, Inc.(b)

    233,201         8,110,731   

Halliburton Co.

    219,357         8,631,698   

National Oilwell Varco Inc.

    206,550         8,743,262   

Schlumberger Ltd.

    110,663         8,561,996   
               55,208,275   
Oil & Gas Exploration & Production–2.79%      

Anadarko Petroleum Corp.

    120,023         8,591,246   

Apache Corp.

    171,474         7,757,484   

Cabot Oil & Gas Corp.

    295,159         6,986,413   

Chesapeake Energy Corp.

    814,399         6,360,456   

Cimarex Energy Co.

    84,394         9,326,381   

ConocoPhillips

    157,083         7,720,629   

Devon Energy Corp.

    161,247         6,878,797   

EOG Resources, Inc.

    111,429         8,726,005   

EQT Corp.

    118,300         9,206,106   

Hess Corp.

    147,448         8,765,784   

Marathon Oil Corp.

    376,609         6,511,570   

Murphy Oil Corp.

    229,923         7,127,613   

Newfield Exploration Co.(b)

    272,058         9,062,252   

Noble Energy, Inc.

    215,146         7,188,028   

Pioneer Natural Resources Co.

    67,594         8,318,118   

Range Resources Corp.

    188,803         7,291,572   
     Shares      Value  
Oil & Gas Exploration & Production–(continued)   

Southwestern Energy Co.(b)

    433,567       $ 7,041,128   
               132,859,582   
Oil & Gas Refining & Marketing–0.85%      

Marathon Petroleum Corp.

    195,500         9,249,105   

Phillips 66

    128,479         10,158,835   

Tesoro Corp.

    119,405         10,986,454   

Valero Energy Corp.

    169,522         10,059,435   
               40,453,829   
Oil & Gas Storage & Transportation–0.94%   

Columbia Pipeline Group, Inc.

    328,741         8,336,872   

Kinder Morgan Inc.

    256,330         8,307,655   

ONEOK, Inc.

    256,924         9,251,833   

Spectra Energy Corp.

    302,865         8,804,285   

Williams Cos., Inc. (The)

    212,308         10,233,246   
               44,933,891   
Packaged Foods & Meats–2.69%     

Campbell Soup Co.

    213,489         10,245,337   

ConAgra Foods, Inc.

    261,778         10,910,907   

General Mills, Inc.

    181,652         10,310,568   

Hershey Co. (The)

    109,581         9,809,691   

Hormel Foods Corp.

    176,698         10,796,248   

JM Smucker Co. (The)

    89,642         10,552,656   

Kellogg Co.

    160,572         10,642,712   

Keurig Green Mountain Inc.

    119,006         6,735,740   

Kraft Heinz Co. (The)

    117,784         8,558,185   

McCormick & Co., Inc.

    129,614         10,275,798   

Mead Johnson Nutrition Co.

    109,895         8,609,174   

Mondelez International Inc.–Class A

    246,512         10,442,248   

Tyson Foods, Inc.–Class A

    239,874         10,141,873   
               128,031,137   
Paper Packaging–0.60%     

Avery Dennison Corp.

    160,676         9,332,062   

Sealed Air Corp.

    196,966         10,133,901   

WestRock Co.

    156,728         9,301,807   
               28,767,770   
Paper Products–0.18%     

International Paper Co.

    195,041         8,414,069   
Personal Products–0.19%     

Estee Lauder Cos. Inc. (The)–Class A

    114,683         9,148,263   
Pharmaceuticals–2.49%     

AbbVie Inc.

    148,790         9,285,984   

Allergan PLC(b)

    33,367         10,134,893   

Bristol-Myers Squibb Co.

    152,824         9,088,443   

Eli Lilly and Co.

    118,469         9,755,922   

Endo International PLC(b)

    123,867         9,537,759   

Hospira, Inc.(b)

    113,071         10,172,998   

Johnson & Johnson

    101,436         9,532,955   

Mallinckrodt PLC(b)

    80,454         6,938,353   
 

 

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  
Pharmaceuticals–(continued)   

Merck & Co., Inc.

    172,392       $ 9,283,309   

Mylan N.V.(b)

    135,364         6,712,701   

Perrigo Co. PLC

    54,051         9,889,711   

Pfizer Inc.

    291,621         9,396,029   

Zoetis Inc.

    203,267         9,120,590   
               118,849,647   
Property & Casualty Insurance–1.50%      

ACE Ltd.

    94,580         9,662,293   

Allstate Corp. (The)

    148,083         8,630,277   

Chubb Corp. (The)

    102,689         12,405,858   

Cincinnati Financial Corp.

    194,774         10,192,523   

Progressive Corp. (The)

    359,250         10,763,130   

Travelers Cos., Inc. (The)

    100,294         9,984,268   

XL Group PLC

    265,541         9,902,024   
               71,540,373   
Publishing–0.20%     

News Corp.–Class A(b)

    692,564         9,439,647   
Railroads–0.73%     

CSX Corp.

    287,090         7,860,524   

Kansas City Southern

    105,961         9,826,823   

Norfolk Southern Corp.

    108,793         8,476,063   

Union Pacific Corp.

    99,266         8,511,067   
               34,674,477   
Real Estate Services–0.18%     

CBRE Group, Inc.–Class A(b)

    267,535         8,566,471   
Regional Banks–1.94%     

BB&T Corp.

    242,911         8,968,274   

Fifth Third Bancorp

    471,250         9,387,300   

Huntington Bancshares Inc.

    866,005         9,448,114   

KeyCorp

    649,082         8,918,387   

M&T Bank Corp.

    79,095         9,352,193   

People’s United Financial Inc.

    621,968         9,640,504   

PNC Financial Services Group, Inc. (The)

    101,364         9,236,288   

Regions Financial Corp.

    942,948         9,042,871   

SunTrust Banks, Inc.

    228,083         9,207,711   

Zions Bancorp.

    312,249         9,055,221   
               92,256,863   
Research & Consulting Services–0.59%   

Dun & Bradstreet Corp. (The)

    77,263         8,187,560   

Equifax Inc.

    101,241         9,911,494   

Nielsen Holdings PLC

    221,992         10,040,698   
               28,139,752   
Residential REIT’s–0.83%     

Apartment Investment & Management Co.–Class A

    268,326         9,667,786   

AvalonBay Communities, Inc.

    61,377         10,130,887   

Equity Residential

    139,432         9,934,530   

Essex Property Trust, Inc.

    46,537         9,987,771   
               39,720,974   
     Shares      Value  
Restaurants–1.06%   

Chipotle Mexican Grill, Inc.(b)

    16,361       $ 11,616,473   

Darden Restaurants, Inc.

    146,474         9,961,697   

McDonald’s Corp.

    104,947         9,972,064   

Starbucks Corp.

    189,556         10,370,609   

Yum! Brands, Inc.

    109,497         8,734,576   
               50,655,419   
Retail REIT’s–1.02%     

General Growth Properties, Inc.

    372,391         9,451,284   

Kimco Realty Corp.

    428,723         9,882,065   

Macerich Co. (The)

    122,997         9,369,911   

Realty Income Corp.

    220,034         9,833,320   

Simon Property Group, Inc.

    56,404         10,114,365   
               48,650,945   
Security & Alarm Services–0.38%     

ADT Corp. (The)

    271,984         8,915,635   

Tyco International PLC

    247,675         8,988,126   
               17,903,761   
Semiconductor Equipment–0.55%     

Applied Materials, Inc.

    508,480         8,178,901   

KLA-Tencor Corp.

    178,500         8,944,635   

Lam Research Corp.

    122,468         8,911,996   
               26,035,532   
Semiconductors–2.57%     

Altera Corp.

    193,377         9,388,453   

Analog Devices, Inc.

    150,564         8,410,505   

Avago Technologies Ltd. (Singapore)

    71,020         8,946,389   

Broadcom Corp.–Class A

    184,679         9,542,364   

First Solar, Inc.(b)

    197,630         9,454,619   

Intel Corp.

    318,530         9,090,846   

Linear Technology Corp.

    217,895         8,776,811   

Microchip Technology Inc.

    210,649         8,952,583   

Micron Technology, Inc.(b)

    396,991         6,514,622   

NVIDIA Corp.

    472,590         10,623,823   

Qorvo, Inc.(b)

    119,462         6,631,336   

Skyworks Solutions, Inc.

    95,057         8,303,229   

Texas Instruments Inc.

    188,197         9,003,345   

Xilinx, Inc.

    213,855         8,958,386   
               122,597,311   
Soft Drinks–1.11%     

Coca-Cola Co. (The)

    249,659         9,816,592   

Coca-Cola Enterprises, Inc.(d)

    228,553         11,768,194   

Dr Pepper Snapple Group, Inc.

    135,659         10,409,115   

Monster Beverage Corp.(b)

    77,706         10,759,173   

PepsiCo, Inc.

    106,425         9,890,075   
               52,643,149   
Specialized Consumer Services–0.23%      

H&R Block, Inc.

    325,812         11,084,124   
 

 

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  
Specialized Finance–1.01%      

CME Group Inc.–Class A

    102,922       $ 9,719,954   

Intercontinental Exchange, Inc.

    41,820         9,552,106   

McGraw Hill Financial, Inc.

    96,203         9,330,729   

Moody’s Corp.

    91,770         9,388,989   

NASDAQ OMX Group, Inc. (The)

    196,617         10,064,824   
               48,056,602   
Specialized REIT’s–1.43%     

American Tower Corp.

    107,042         9,868,202   

Crown Castle International Corp.

    120,632         10,059,502   

Equinix, Inc.

    38,264         10,322,479   

Iron Mountain Inc.

    311,567         8,829,809   

Plum Creek Timber Co., Inc.

    243,385         9,367,889   

Public Storage

    53,429         10,753,655   

Weyerhaeuser Co.

    311,178         8,694,313   
               67,895,849   
Specialty Chemicals–0.98%     

Ecolab Inc.

    87,312         9,529,232   

International Flavors & Fragrances Inc.

    90,422         9,905,730   

PPG Industries, Inc.

    85,541         8,151,202   

Sherwin-Williams Co. (The)

    35,514         9,084,836   

Sigma-Aldrich Corp.

    71,715         9,997,788   
               46,668,788   
Specialty Stores–0.81%     

Signet Jewelers Ltd.

    85,327         11,775,126   

Staples, Inc.

    610,923         8,681,216   

Tiffany & Co.

    108,344         8,911,294   

Tractor Supply Co.

    110,614         9,436,480   
               38,804,116   
Steel–0.19%     

Nucor Corp.

    205,317         8,888,173   
Systems Software–0.94%     

CA, Inc.

    331,001         9,033,017   

Microsoft Corp.

    217,019         9,444,667   

Oracle Corp.

    224,996         8,345,102   

Red Hat, Inc.(b)

    127,591         9,213,346   

Symantec Corp.

    420,058         8,606,988   
               44,643,120   
Technology Hardware, Storage & Peripherals–1.32%   

Apple Inc.

    78,448         8,845,796   
     Shares      Value  
Technology Hardware, Storage & Peripheral–(continued)   

EMC Corp.

    368,539       $ 9,165,565   

Hewlett-Packard Co.(d)

    307,818         8,637,373   

NetApp, Inc.

    297,980         9,523,441   

SanDisk Corp.

    150,928         8,234,632   

Seagate Technology PLC

    186,300         9,575,820   

Western Digital Corp.

    107,260         8,791,030   
               62,773,657   
Thrifts & Mortgage Finance–0.20%      

Hudson City Bancorp, Inc.

    1,001,646         9,315,308   
Tires & Rubber–0.20%     

Goodyear Tire & Rubber Co. (The)

    316,811         9,431,463   
Tobacco–0.68%     

Altria Group, Inc.

    207,667         11,126,798   

Philip Morris International Inc.

    121,870         9,725,226   

Reynolds American Inc.

    138,560         11,604,400   
               32,456,424   
Trading Companies & Distributors–0.55%   

Fastenal Co.

    237,362         9,147,931   

United Rentals, Inc.(b)

    109,102         7,564,042   

W.W. Grainger, Inc.

    41,890         9,359,902   
               26,071,875   
Trucking–0.37%     

J.B. Hunt Transport Services, Inc.

    121,155         8,817,661   

Ryder System, Inc.

    106,312         8,714,395   
               17,532,056   

Total Common Stocks & Other Equity Interests (Cost $3,697,909,433)

   

     4,667,574,369   

Money Market Funds–1.32%

  

Liquid Assets Portfolio–Institutional Class, 0.12%(e)

    31,511,548         31,511,548   

Premier Portfolio–Institutional Class, 0.09%(e)

    31,511,547         31,511,547   

Total Money Market Funds
(Cost $63,023,095)

   

     63,023,095   

TOTAL INVESTMENTS–99.31%
(Cost $3,760,932,528)

   

     4,730,597,464   

OTHER ASSETS LESS LIABILITIES–0.69%

  

     32,938,662   

NET ASSETS–100.00%

  

   $ 4,763,536,126   
 

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 the value was pledged as collateral to cover margin requirements for open futures contracts. See Note 1I and Note 4.
(e)  The money market fund and the Fund are affiliated by having the same investment adviser. The rate shown is the 7-day SEC standardized yield as of August 31, 2015.

 

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, 2015

 

Assets:

  

Investments, at value (Cost $3,690,295,826)

  $ 4,658,952,794   

Investments in affiliates, at value (Cost $70,636,702)

    71,644,670   

Total investments, at value (Cost $3,760,932,528)

    4,730,597,464   

Cash

    10,172,252   

Receivable for:

 

Fund shares sold

    41,542,399   

Dividends

    8,423,330   

Investment for trustee deferred compensation and retirement plans

    116,808   

Other assets

    132,753   

Total assets

    4,790,985,006   

Liabilities:

  

Payable for:

 

Investments purchased

    10,213,978   

Fund shares reacquired

    13,433,777   

Variation margin — futures

    679,359   

Accrued fees to affiliates

    2,633,786   

Accrued trustees’ and officers’ fees and benefits

    11,533   

Accrued other operating expenses

    275,815   

Trustee deferred compensation and retirement plans

    200,632   

Total liabilities

    27,448,880   

Net assets applicable to shares outstanding

  $ 4,763,536,126   

Net assets consist of:

  

Shares of beneficial interest

  $ 3,752,568,203   

Undistributed net investment income

    40,101,146   

Undistributed net realized gain

    4,716,681   

Net unrealized appreciation

    966,150,096   
    $ 4,763,536,126   

Net Assets:

  

Class A

  $ 1,789,490,526   

Class B

  $ 8,950,111   

Class C

  $ 750,897,514   

Class R

  $ 89,588,434   

Class Y

  $ 1,945,878,692   

Class R6

  $ 178,730,849   

Shares outstanding, $0.01 par value per share,
with an unlimited number of shares authorized:

   

Class A

    38,176,329   

Class B

    192,219   

Class C

    16,676,507   

Class R

    1,920,449   

Class Y

    41,137,152   

Class R6

    3,773,263   

Class A:

 

Net asset value per share

  $ 46.87   

Maximum offering price per share

 

(Net asset value of $46.87 ¸ 94.50%)

  $ 49.60   

Class B:

 

Net asset value and offering price per share

  $ 46.56   

Class C:

 

Net asset value and offering price per share

  $ 45.03   

Class R:

 

Net asset value and offering price per share

  $ 46.65   

Class Y:

 

Net asset value and offering price per share

  $ 47.30   

Class R6:

 

Net asset value and offering price per share

  $ 47.37   
 

 

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, 2015

 

Investment income:

  

Dividends (net of foreign withholding taxes of $54,723)

  $ 79,971,851   

Dividends from affiliates

    268,105   

Total investment income

    80,239,956   

Expenses:

 

Advisory fees

    4,634,572   

Administrative services fees

    602,037   

Custodian fees

    141,514   

Distribution fees:

 

Class A

    4,449,385   

Class B

    128,764   

Class C

    5,860,257   

Class R

    412,681   

Transfer agent fees — A, B, C, R & Y

    5,122,122   

Transfer agent fees — R6

    2,075   

Trustees’ and officers’ fees and benefits

    82,008   

Other

    1,424,685   

Total expenses

    22,860,100   

Less: Fees waived and expense offset arrangement(s)

    (100,362

Net expenses

    22,759,738   

Net investment income

    57,480,218   

Realized and unrealized gain (loss) from:

 

Net realized gain (loss) from:

 

Investment securities

    49,916,805   

Futures contracts

    (5,515,889
      44,400,916   

Change in net unrealized appreciation (depreciation) of:

 

Investment securities

    (197,100,075

Futures contracts

    (3,546,207
      (200,646,282

Net realized and unrealized gain (loss)

    (156,245,366

Net increase (decrease) in net assets resulting from operations

  $ (98,765,148

 

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, 2015 and 2014

 

     2015      2014  

Operations:

  

  

Net investment income

  $ 57,480,218       $ 30,074,136   

Net realized gain

    44,400,916         57,887,030   

Change in net unrealized appreciation (depreciation)

    (200,646,282      412,469,081   

Net increase (decrease) in net assets resulting from operations

    (98,765,148      500,430,247   

Distributions to shareholders from net investment income:

    

Class A

    (16,858,607      (12,875,050

Class B

    (75,582      (126,859

Class C

    (2,502,255      (1,210,824

Class R

    (624,853      (354,344

Class Y

    (16,046,854      (7,443,262

Class R6

    (1,937,107      (165

Total distributions from net investment income

    (38,045,258      (22,010,504

Distributions to shareholders from net realized gains:

    

Class A

    (22,937,580      (29,164,508

Class B

    (195,607      (532,180

Class C

    (6,475,856      (5,079,486

Class R

    (1,012,662      (946,483

Class Y

    (18,300,963      (14,325,712

Class R6

    (2,090,876      (311

Total distributions from net realized gains

    (51,013,544      (50,048,680

Share transactions–net:

    

Class A

    350,674,194         266,279,740   

Class B

    (6,623,821      (10,881,910

Class C

    434,132,904         164,908,129   

Class R

    27,401,759         27,842,070   

Class Y

    996,912,519         406,934,786   

Class R6

    188,329,413         1,159,547   

Net increase in net assets resulting from share transactions

    1,990,826,968         856,242,362   

Net increase in net assets

    1,803,003,018         1,284,613,425   

Net assets:

    

Beginning of year

    2,960,533,108         1,675,919,683   

End of year (includes undistributed net investment income of $40,101,146 and $20,614,719, respectively)

  $ 4,763,536,126       $ 2,960,533,108   

Notes to Financial Statements

August 31, 2015

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 thirteen 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 through growth of capital 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. 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 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

 

19                         Invesco Equally-Weighted S&P 500 Fund


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 securities) 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 asked 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 asked prices. For purposes of determining net asset value (“NAV”) 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 securities) 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/asked quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.

The Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain Fund investments.

Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general 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 (net of withholding tax, if any) 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 the Statement of Changes in Net Assets, or the net investment income per share and the 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.

 

20                         Invesco Equally-Weighted S&P 500 Fund


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 net investment 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 recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed the Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

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. 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 (“Counterparties”) 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%   

 

21                         Invesco Equally-Weighted S&P 500 Fund


For the year ended August 31, 2015, the effective advisory fees incurred by the Fund was 0.11%.

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 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 Affiliated Sub-Adviser(s).

The Adviser has contractually agreed, through at least June 30, 2016, 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 Invesco continues the fee waiver agreement, it will terminate on June 30, 2016. The fee waiver agreement cannot be terminated during its term. 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, 2017, 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, 2015, the Adviser waived advisory fees of $98,173.

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, 2015, 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, 2015, 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, 2015, 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, 2015, IDI advised the Fund that IDI retained $730,433 in front-end sales commissions from the sale of Class A shares and $16,682, $5,567 and $85,303 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.

 

22                         Invesco Equally-Weighted S&P 500 Fund


The following is a summary of the tiered valuation input levels, as of August 31, 2015. 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

  $ 4,730,597,464         $         $         $ 4,730,597,464   

Futures Contracts*

    (3,514,840                            (3,514,840

Total Investments

  $ 4,727,082,624         $         $         $ 4,727,082,624   

 

* 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, 2015:

 

    Value  
Risk Exposure/Derivative Type   Assets        Liabilities  

Equity risk:

      

Futures contracts(a)

  $         $ (3,514,840

 

(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, 2015

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
Contracts
 

Realized Gain (Loss):

 

Equity Risk

  $ (5,515,889

Change in Net Unrealized Appreciation (Depreciation):

 

Equity Risk

    (3,546,207

Total

  $ (9,062,096

The table below summarizes the average notional value of futures contracts outstanding during the period.

 

     Futures
Contracts
 

Average notional value

  $ 58,144,714   

 

     Open Futures Contracts — Equity Risk  
Futures Contracts   Type of
Contract
     Number of
Contracts
     Expiration
Month
     Notional
Value
     Unrealized
Appreciation
(Depreciation)
 

E-Mini S&P 500 Index

    Long         713         September-2015       $ 70,201,980       $ (3,514,840

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, 2015.

 

    

Value

08/31/14

     Purchases
at Cost
     Proceeds
from Sales
     Change in
Unrealized
Appreciation
(Depreciation)
     Realized
Gain
    

Value

08/31/15

     Dividend
Income
 

Invesco Ltd.

  $ 6,217,400       $ 4,495,760       $ (565,450    $ (1,543,766    $ 17,631       $ 8,621,575       $ 225,334   

NOTE 6—Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in demand deposit accounts used by the transfer agent for clearing shareholder transactions. For the year ended August 31, 2015, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $2,189.

 

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 were eligible to participate in a retirement plan that provided 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 Fiscal Years Ended August 31, 2015 and 2014:

 

     2015        2014  

Ordinary income

  $ 59,449,974         $ 39,735,545   

Long-term capital gain

    29,608,828           32,323,639   

Total distributions

  $ 89,058,802         $ 72,059,184   

Tax Components of Net Assets at Period-End:

 

     2015  

Undistributed ordinary income

  $ 58,419,524   

Undistributed long-term gain

    26,190,535   

Net unrealized appreciation — investments

    926,562,110   

Temporary book/tax differences

    (204,246

Shares of beneficial interest

    3,752,568,203   

Total net assets

  $ 4,763,536,126   

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. Capital losses generated in years beginning after December 22, 2010 can be carried forward for an unlimited period, whereas previous losses expire in eight tax years. 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. Capital loss carryforwards with no expiration date 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 carryforwards 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, 2015.

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, 2015 was $2,764,595,754 and $878,894,415, 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

  $ 1,087,015,413   

Aggregate unrealized (depreciation) of investment securities

    (160,453,303

Net unrealized appreciation of investment securities

  $ 926,562,110   

Cost of investments for tax purposes is $3,804,035,354.

 

24                         Invesco Equally-Weighted S&P 500 Fund


NOTE 11—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of prior year return of capital reversal and fair fund adjustment, on August 31, 2015, undistributed net investment income was increased by $51,467, undistributed net realized gain was decreased by $15,443 and shares of beneficial interest was decreased by $36,024. This reclassification had no effect on the net assets of the Fund.

NOTE 12—Share Information

 

     Summary of Share Activity  
    Years ended August 31,  
    2015(a)      2014  
     Shares      Amount      Shares      Amount  

Sold:

          

Class A

    16,005,691       $ 784,165,212         11,111,178       $ 497,003,093   

Class B

    34,912         1,702,372         36,745         1,631,827   

Class C

    10,580,817         499,514,855         4,539,053         196,758,364   

Class R

    1,121,093         54,845,808         908,413         40,579,106   

Class Y

    30,177,325         1,486,812,841         11,606,461         529,732,277   

Class R6

    4,487,464         224,884,801         25,789         1,182,670   

Issued as reinvestment of dividends:

          

Class A

    738,018         34,922,997         886,321         37,385,013   

Class B

    5,237         247,497         14,292         603,698   

Class C

    181,392         8,289,654         141,126         5,767,810   

Class R

    34,670         1,635,742         30,735         1,293,625   

Class Y

    615,826         29,356,434         453,253         19,245,106   

Class R6

    84,454         4,027,614                   

Automatic conversion of Class B shares to Class A shares:

          

Class A

    117,662         5,790,549         230,621         10,198,764   

Class B

    (118,138      (5,790,549      (230,900      (10,198,764

Reacquired:

          

Class A

    (9,723,008      (474,204,564      (6,140,632      (278,307,130

Class B

    (57,629      (2,783,141      (65,314      (2,918,671

Class C

    (1,560,796      (73,671,605      (868,921      (37,618,045

Class R

    (595,599      (29,079,791      (312,777      (14,030,661

Class Y

    (10,517,430      (519,256,756      (3,134,890      (142,042,597

Class R6

    (824,237      (40,583,002      (493      (23,123

Net increase in share activity

    40,787,724       $ 1,990,826,968         19,230,060       $ 856,242,362   

 

(a)  There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 46% 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.

 

         On October 16, 2015, a total of 3,109,979 Class R6 shares of the Fund valued at $149,863,711 were redeemed by a significant shareholder and settled through a redemption-in-kind transaction.

 

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 08/31/15

  $ 48.54      $ 0.67      $ (1.18   $ (0.51   $ (0.49   $ (0.67   $ (1.16   $ 46.87        (1.07 )%    $ 1,789,491        0.54 %(d)      0.54 %(d)      1.36 %(d)      21

Year ended 08/31/14

    40.07        0.59        9.45        10.04        (0.48     (1.09     (1.57     48.54        25.64        1,506,665        0.56        0.56        1.31        17   

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        0.57        1.48        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   

Class B

                           

Year ended 08/31/15

    48.35        0.30        (1.16     (0.86     (0.26     (0.67     (0.93     46.56        (1.81     8,950        1.29 (d)      1.29 (d)      0.61 (d)      21   

Year ended 08/31/14

    40.01        0.25        9.44        9.69        (0.26     (1.09     (1.35     48.35        24.70        15,851        1.31        1.31        0.56        17   

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        1.32        0.73        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   

Class C

                           

Year ended 08/31/15

    46.79        0.29        (1.12     (0.83     (0.26     (0.67     (0.93     45.03        (1.81     750,898        1.29 (d)      1.29 (d)      0.61 (d)      21   

Year ended 08/31/14

    38.75        0.25        9.14        9.39        (0.26     (1.09     (1.35     46.79        24.73        349,739        1.31        1.31        0.56        17   

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        1.32        0.73        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   

Class R

                           

Year ended 08/31/15

    48.36        0.54        (1.17     (0.63     (0.41     (0.67     (1.08     46.65        (1.33     89,588        0.79 (d)      0.79 (d)      1.11 (d)      21   

Year ended 08/31/14

    39.95        0.48        9.43        9.91        (0.41     (1.09     (1.50     48.36        25.35        65,777        0.81        0.81        1.06        17   

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        0.82        1.23        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   

Class Y

                           

Year ended 08/31/15

    48.95        0.80        (1.19     (0.39     (0.59     (0.67     (1.26     47.30        (0.83     1,945,879        0.29 (d)      0.29 (d)      1.61 (d)      21   

Year ended 08/31/14

    40.38        0.71        9.52        10.23        (0.57     (1.09     (1.66     48.95        25.95        1,021,247        0.31        0.31        1.56        17   

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        0.32        1.73        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   

Class R6

                           

Year ended 08/31/15

    48.99        0.87        (1.20     (0.33     (0.62     (0.67     (1.29     47.37        (0.70     178,731        0.16 (d)      0.16 (d)      1.74 (d)      21   

Year ended 08/31/14

    40.39        0.78        9.49        10.27        (0.58     (1.09     (1.67     48.99        26.05        1,253        0.22        0.22        1.65        17   

Year ended 08/31/13(e)

    34.93        0.62        6.27        6.89        (0.59     (0.84     (1.43     40.39        20.58        12        0.27 (f)      0.27 (f)      1.78 (f)      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. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c)  Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(d)  Ratios are based on average daily net assets (000’s omitted) of $1,781,509, $12,876, $586,026, $82,536, $1,638,525 and $133,100 for Class A, Class B, Class C, Class R, Class Y and Class R6 shares, respectively.
(e)  Commencement date of September 24, 2012.
(f) Annualized.

 

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, 2015, 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, 2015 by correspondence with the custodian and brokers, and the application of alternative auditing procedures where confirmations of security purchases have not been received, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

October 27, 2015

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, 2015 through August 31, 2015.

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
(03/01/15)
    ACTUAL    

HYPOTHETICAL

(5% annual return before
expenses)

    Annualized
Expense
Ratio
 
    Ending
Account Value
(08/31/15)1
     Expenses
Paid During
Period2
    Ending
Account Value
(08/31/15)
    Expenses
Paid During
Period2
   
A   $ 1,000.00      $ 933.50       $ 2.58      $ 1,022.53      $ 2.70        0.53
B     1,000.00        930.10         6.23        1,018.75        6.51        1.28   
C     1,000.00        930.20         6.23        1,018.75        6.51        1.28   
R     1,000.00        932.40         3.80        1,021.27        3.97        0.78   
Y     1,000.00        934.60         1.37        1,023.79        1.43        0.28   
R6     1,000.00        935.40         0.78        1,024.40        0.82        0.16   

 

1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2015 through August 31, 2015, 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 agreements. During contract renewal meetings held on June 9-10, 2015, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% of the Board, voting separately, approved the continuance for the Fund of the Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) and the Master Intergroup Sub-Advisory Contract for Mutual Funds with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts) for another year, effective July 1, 2015.

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 Board determined that continuation of the Fund’s investment advisory agreement and the sub-advisory contracts is in the best interest of the Fund and its shareholders and that 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 performance and investment management services provided by Invesco Advisers and the Affiliated Sub-Advisers to 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 Board had the benefit of reports from the Sub-Committees and Investments Committee throughout the year in considering approval of the continuance of each Invesco Fund’s investment advisory agreement and sub-advisory contracts for another year.

During the contract renewal process, the Board receives 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 Board also receives a report and this 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. 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.

The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation. The Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these 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 is a summary of 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 10, 2015, and does not reflect consideration of factors that became known to the Board after that date.

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. 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. 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, valuation and legal and compliance.

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 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 that performance of Class A shares of the Fund was in the first quintile of its performance universe for the one, three and five year periods (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that performance of Class A shares of the Fund was above the performance of the Index for the one,

 

 

29                         Invesco Equally-Weighted S&P 500 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, but that Lipper does not provide information on a fund by fund basis as to what is included. The Board noted 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 rate was below the rate of one such mutual fund.

The Board noted that Invesco Advisers and the Affiliated Sub-Advisers do not manage 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.

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. 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 Invesco

Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its affiliates provide to the Invesco Funds . Invesco Advisers and its subsidiaries did not make a profit from managing the Fund. 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 providing 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; and that the services are required for the operation of the Fund.

The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research 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 that it receives 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 with respect to investments in the affiliated money market

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 amount of advisory fees received by Invesco Advisors from the Fund’s investment of cash collateral from any securities lending arrangements in the affiliated money market funds is fair and reasonable.

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

 

 

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, 2015:

 

Federal and State Income Tax

 

Long-Term Capital Gain Distributions

   $ 29,608,828   

Qualified Dividend Income*

     81.12

Corporate Dividends Received Deduction*

     75.90

U.S. Treasury Obligations*

     0

 

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

 

Non-Resident Alien Shareholders

 

Qualified Short-Term Gains

   $ 21,404,716   

 

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).

  144   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), Invesco Canada Holdings Inc. (holding company), Trimark Investments Ltd./Placements Trimark Ltèe and Invesco Financial Services Ltd/Services Financiers Invesco Ltèe; Chief Executive Officer, Invesco Corporate Class 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), Short-Term Investments Trust and Invesco Management Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management 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: Chief Executive Officer, Invesco Canada Fund Inc (corporate mutual fund company); 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; 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), and Short-Term Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc..

  144   None

 

1  Mr. Flanagan is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) 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.

 

2  Mr. Taylor is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer and a director of the Adviser.

 

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; Chairman, Board of Governors of INTELSAT (international communications company); ACE Limited (insurance company); Independent Directors Council and Investment Company Institute

  144   ALPS (Attorneys Liability Protection Society) (insurance company) and Globe Specialty Metals, Inc. (metallurgical company)

David C. Arch — 1945

Trustee

  2010   Chairman of Blistex Inc., a consumer health care products manufacturer   144   Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan; Member of the Audit Committee of the Edward-Elmhurst Hospital

James T. Bunch — 1942

Trustee

  2000  

Managing Member, Grumman Hill Group LLC (family office/private equity investments)

 

Formerly: Founder, Green Manning & Bunch Ltd. (investment banking firm) (1988-2010); Executive Committee, United States Golf Association; and Chairman, Board of Governors, Western Golf Association

  144   Chairman of the Board of Trustees, Evans Scholars Foundation; and Chairman of the Board, 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

  144   Director of Quidel Corporation and Stericycle, 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); Nature’s Sunshine Products, Inc. and Reich & Tang Funds (5 portfolios) (registered investment company)

 

Formerly: Director, Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company); 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)

  144   Director of: Nature’s Sunshine Products, Inc., Reich & Tang Funds, Homeowners of America Holding Corporation/ Homeowners of America Insurance Company, the Boss Group

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

  144   Insperity, Inc. (formerly known as Administaff)

Prema Mathai-Davis — 1950

Trustee

  2003   Retired. Formerly: Chief Executive Officer, YWCA of the U.S.A.   144   None

Larry Soll — 1942

Trustee

  1997   Retired. Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)   144   None

Hugo F. Sonnenschein — 1940

Trustee

  2010   President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to 2000, President of the University of Chicago   144   Trustee of the University of Rochester and a member of its investment committee; Member of the National Academy of Sciences and the American Philosophical Society; Fellow of the American Academy of Arts and Sciences
Raymond Stickel, Jr. — 1944 Trustee   2005   Retired. Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche   144   None

 

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)

Suzanne H. Woolsey — 1941

Trustee

  2014   Chief Executive Officer of Woolsey Partners LLC   144   Emeritus Chair of the Board of Trustees of the Institute for Defense Analyses; Trustee of Colorado College; Trustee of California Institute of Technology; Prior to 2014, Director of Fluor Corp.; Prior to 2010, Trustee of the German Marshall Fund of the United States; Prior to 2010 Trustee of the Rocky Mountain Institute
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; Managing Director, 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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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
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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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

 

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)                
Karen Dunn Kelley — 1960
Vice President
  2003  

Senior Managing Director, Investments, Invesco Ltd.; 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; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust); and President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust only)

 

Formerly: Director and President, INVESCO Asset Management (Bermuda) Ltd., 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.; 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), and Short-Term Investments Trust only)

  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, and PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Commodity Fund Trust; Anti-Money Laundering Compliance Officer and Bank Secrecy Act Officer, INVESCO National Trust Company and Invesco Trust Company; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, Inc..   N/A   N/A

Lisa O. Brinkley — 1959

Chief Compliance Officer

  2004  

Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A., Inc.); and Chief Compliance Officer, The Invesco Funds

 

Formerly: Global Assurance Officer, Invesco Ltd. and Vice President, The Invesco Funds; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company.

  N/A   N/A

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

1000 Louisiana Street, Suite 5800

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


 

 

LOGO

 

 

Invesco mailing information

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

 

 

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.

   LOGO

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


LOGO

 

 

 

 

Annual Report to Shareholders

 

   August 31, 2015
 

 

Invesco Equity and Income Fund

 

 

Nasdaq:

A: ACEIX ¡ B: ACEQX ¡ C: ACERX ¡ R: ACESX ¡ Y: ACETX ¡ R5: ACEKX ¡ R6: IEIFX

 

LOGO


 

Letters to Shareholders

 

LOGO

Philip Taylor

  

Dear Shareholders:

This annual report includes information about your Fund, including performance data and a complete list of its investments as of the close of the reporting period. Inside is a discussion of how your Fund was managed and the factors that affected its performance during the reporting period. I hope you find this report of interest.

The US economy expanded and unemployment declined throughout the reporting period. The sharp drop in oil prices that began in mid-2014 continued to benefit consumers, but a strong US dollar crimped corporate profits. The US Federal Reserve signaled that it was increasingly likely to raise interest rates, based on generally positive economic data, but uncertainty remained about when it would act. Overseas, the story was much different. Low energy prices hurt the economies of some oil-producing nations, such as Brazil and Russia. During the reporting period,

the European Central Bank as well as central banks in China and Japan – among other countries – either instituted or maintained extraordinarily accommodative monetary policies in response to economic weakness.

Investor uncertainty, such as we saw for much of the reporting period – and market volatility, such as we saw at the end of the reporting period – are unfortunate facts of life when it comes to investing. Some investors use these things as excuses to delay saving and investing for their long-term financial goals. That’s why Invesco encourages investors to work with a professional financial adviser who can stress the importance of starting to save and invest early and the importance of adhering to a disciplined investment plan – when times are good and when they’re uncertain. A financial adviser who knows your unique financial situation, investment goals and risk tolerance can be an invaluable partner as you seek to achieve your financial goals. He or she can offer a long-term perspective when markets are volatile and time-tested advice and guidance when your financial situation or investment goals change.

Timely information when and where you want it

Invesco’s efforts to help investors achieve their financial objectives include providing individual investors and financial professionals with timely information about the markets, the economy and investing – whenever and wherever they want it.

Our website, invesco.com/us, offers a wide range of market insights and investment perspectives. On the website, you’ll find detailed information about our funds, including prices, performance, holdings and portfolio manager commentaries. You can access information about your account by completing a simple, secure online registration. Click on the “Need to register” link in the “Account Access” box on our homepage to get started.

Invesco’s mobile apps for iPhone® and iPad® (both available free from the App StoreSM) allow you to obtain the same detailed information, monitor your account and create customizable watch lists. Also, they allow you to access investment insights from our investment leaders, market strategists, economists and retirement experts. You can sign up to be alerted when new commentary is added, and you can watch portfolio manager videos and have instant access to Invesco news and updates wherever you may be.

In addition to the resources accessible on our website and through our mobile app, you can obtain timely updates to help you stay informed about the markets, the economy and investing by connecting with Invesco on Twitter, LinkedIn or Facebook. You can access our blog at blog.invesco.us.com. Our goal is to provide you the information you want, when and where you want it.

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,

 

LOGO

Philip Taylor

Senior Managing Director, Invesco Ltd.

iPhone and iPad are trademarks of Apple Inc., registered in the US and other countries. App Store is a service mark of Apple Inc. Invesco Distributors, Inc. is not affiliated with Apple Inc.

 

2                         Invesco Equity and Income Fund


LOGO

Bruce Crockett

  

Dear Fellow Shareholders:

Among the many important lessons I’ve learned in more than 40 years in a variety of business endeavors is the value of a trusted advocate.

As independent chair of the Invesco Funds Board, I can assure you that the members of the Board are strong advocates for the interests of investors in Invesco’s mutual funds. We work hard to represent your interests through oversight of the quality of the investment management services your funds receive and other matters important to your investment, including but not limited to:

n Ensuring that Invesco offers a diverse lineup of mutual funds that your financial adviser can use to strive to meet your financial needs as your investment goals change over time.

n   Monitoring how the portfolio management teams of the Invesco funds are performing in light of changing economic and market conditions.
n   Assessing each portfolio management team’s investment performance within the context of the investment strategy described in the fund’s prospectus.
n   Monitoring for potential conflicts of interests that may impact the nature of the services that your funds receive.

We believe one of the most important services we provide our fund shareholders is the annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This review is required by the Investment Company Act of 1940 and focuses on the nature and quality of the services Invesco provides as the adviser to the Invesco funds and the reasonableness of the fees that it charges for those services. Each year, we spend months carefully reviewing information received from Invesco and a variety of independent sources, such as performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field. We also meet with our independent legal counsel and other independent advisers to review and help us assess the information that we have received. Our goal is to assure that you receive quality investment management services for a reasonable fee.

I trust the measures outlined above provide assurance that you have a worthy advocate when it comes to choosing the Invesco Funds.

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,

 

LOGO

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, 2015, Class A shares of Invesco Equity and Income Fund (the Fund), at net asset value (NAV), outperformed the Russell 1000 Value Index.

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

 

 

Fund vs. Indexes

Total returns, 8/31/14 to 8/31/15, 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

     -1.65

Class B Shares

     -2.41   

Class C Shares

     -2.48   

Class R Shares

     -1.98   

Class Y Shares

     -1.49   

Class R5 Shares

     -1.32   

Class R6 Shares

     -1.33   

Russell 1000 Value Indexq (Broad Market Index)

     -3.48   

Barclays U.S. Government/Credit Indexq (Style-Specific Index)

     1.09   

Source(s): qFactSet Research Systems Inc.

  

 

 

Market conditions and your Fund

The US economy improved slowly, but somewhat steadily, during the fiscal year ended August 31, 2015 – although the performance of the underlying sectors of the economy varied dramatically. The headline story was the massive slowdown in energy markets, as oil prices plummeted when too much supply overwhelmed slowing global demand. However the more subtle story, which drove the economy forward during the year, was the improved position of the US consumer.

As the reporting period began, economic growth appeared to be stronger in the US than in the rest of the world. In mid-2014, when the price of oil began its sharp and prolonged decline, US equities fell as well. However, while global growth weakened and commodity-based economies and currencies underperformed those of the US, continued strengthening of the US consumer led US equity markets higher through the spring. Continued low interest rates, the increasing

availability of credit from lenders and an improving employment picture all contributed to higher consumer confidence. This strength also helped the market overcome summer fears that Greece and the eurozone would fail to reach agreement on a financial bailout plan. In the final weeks of the fiscal year, however, US equity markets moved sharply lower. A significant downturn in China’s financial markets, weak global economic growth and the uncertain timing of a potential US interest rate increase were negatives for jittery US markets. While stocks were up slightly for the fiscal year, they ended the reporting period on a negative note.

Sector performance within the Russell 1000 Value Index was mixed for the reporting period, with the health care sector returning positive returns in the teens, while other sectors, like the energy and materials sectors posting negative double-digit returns.

The Fund’s underweight exposure to energy stocks was a large positive relative contributor to its performance versus

 

the Russell 1000 Value Index. The energy sector was the worst-performing sector within the benchmark, as oil prices dropped to levels not seen in years.

    The Fund’s allocation to high-grade bonds posted positive returns and contributed to its performance, as bonds generally outperformed equities during the reporting period. The Fund’s allocation to cash also acted as a contributor to performance in a modestly weak equity market. The Fund is a balanced or moderate allocation fund; therefore, allocations to cash and/or fixed income typically are contributors during a weak or falling equity market. Cash is utilized for investment opportunities, and the fixed income allocation potentially provides income and capital preservation during equity market downturns.

    Stock selection in the financials sector was a large contributor to Fund performance versus the Russell 1000 Value Index. Specifically within banks, two of the Fund’s largest holdings, JPMorgan Chase and Citigroup, were the sector’s top contributors. In 2015, JPMorgan Chase reported back-to-back quarterly earnings and revenues that outpaced analysts’ estimates. In April, the company reported a year-over-year increase in profits and rise in revenues from strong growth in its investment banking, asset management and mortgage lending divisions.

    On the negative side, stock selection within, and underweight exposure to, the consumer staples sector were large detractors from the Fund’s relative performance. Notably, Avon Products, a household and personal products company, was a large detractor, posting a double-digit loss for the reporting period. The stock performed poorly after the company settled bribery charges with the Justice Department toward the end of 2014. We sold Avon in the fourth quarter of 2014 due to deteriorating fundamentals and

 

    

 

Portfolio Composition

By security type

 

Common Stocks and Other Equity Interests      63.7

Bonds and Notes

     22.5   

U.S. Treasury Securities

     6.2   

Preferred Stocks

     1.0   
Security Types Each Less Than 1 % of Portfolio      0.8   

Money Market Funds

Plus Other Assets Less Liabilities

     5.8   

 

Top 10 Equity Holdings*

 

  1.

  Citigroup Inc.      3.2

  2.

  JPMorgan Chase & Co.      3.1   

  3.

  General Electric Co.      1.9   

  4.

  Bank of America Corp.      1.8   

  5.

  Morgan Stanley      1.5   

  6.

  Royal Dutch Shell PLC-
Class A
     1.3   

  7.

  Target Corp.      1.2   

  8.

  Merck & Co., Inc.      1.2   

  9.

  PNC Financial Services Group, Inc. (The)      1.2   

10.

  Carnival Corp.      1.2   

Total Net Assets

   $ 13.4 billion   

Total Number of Holdings*

     432   

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


unclear guidance from management on the company’s long-term prospects.

The Fund’s underweight allocation in the health care sector also dampened its relative performance versus the Russell 1000 Value Index. More specifically, having an underweight allocation in the health care equipment and services industry was the main drag on relative performance within the sector, as that industry posted returns over 20% for the reporting period.

Stock selection within the industrials sector also detracted from the Fund’s relative performance. Caterpillar within capital goods and Tyco International within commercial and professional services performed poorly for the reporting period, posting negative double-digit returns. Shares of Caterpillar suffered after the company missed revenue forecasts in July 2015 and cut full-year guidance. Soft materials pricing and a slowing Chinese economy, made worse by a strong US dollar, crimped profits in the multinational company, as less than half of its revenue is based in the US.

We used currency forward contracts for the purpose of hedging currency exposure of non-US-based companies held in the portfolio. Derivatives were used solely for the purpose of hedging and not for speculative purposes or leverage. The use of currency forward contracts contributed to the Fund’s performance relative to the Russell 1000 Value Index for the reporting period. This was mainly due to the strength of the US dollar compared to the foreign currencies in which the Fund’s non-US holdings were denominated.

Equity markets experienced continued volatility during the reporting period. Reasons for volatility included a sluggish Chinese economy and falling oil and commodity prices affecting the global economy. 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 and for sharing our long-term investment horizon.

The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

See important Fund and, if applicable, index disclosures later in this report.

LOGO  

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.
LOGO  

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.
LOGO  

Mary Jayne 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.
LOGO  

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.
LOGO   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 8/31/05

 

 

LOGO

1 Source: FactSet Research Systems 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 and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.

 

 

6                         Invesco Equity and Income Fund


Average Annual Total Returns

  

As of 8/31/15, including maximum applicable sales charges

   

Class A Shares

  

Inception (8/3/60)

     10.13

10 Years

     5.67   

  5 Years

     10.00   

  1 Year

     -7.02   

Class B Shares

        

Inception (5/1/92)

     9.41

10 Years

     5.99   

  5 Years

     10.40   

  1 Year

     -6.78   

Class C Shares

        

Inception (7/6/93)

     8.65

10 Years

     5.48   

  5 Years

     10.41   

  1 Year

     -3.35   

Class R Shares

        

Inception (10/1/02)

     7.87

10 Years

     6.00   

  5 Years

     10.93   

  1 Year

     -1.98   

Class Y Shares

        

Inception (12/22/04)

     6.68

10 Years

     6.54   

  5 Years

     11.50   

  1 Year

     -1.49   

Class R5 Shares

        

10 Years

     6.47

  5 Years

     11.62   

  1 Year

     -1.32   

Class R6 Shares

        

10 Years

     6.39

  5 Years

     11.50   

  1 Year

     -1.33   

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

Average Annual Total Returns

  

As of 6/30/15, the most recent calendar quarter end, including maximum applicable sales charges

    

Class A Shares

        

Inception (8/3/60)

     10.24

10 Years

     6.44   

  5 Years

     11.37   

  1 Year

     -1.60   

Class B Shares

        

Inception (5/1/92)

     9.66

10 Years

     6.77   

  5 Years

     11.85   

  1 Year

     -1.29   

Class C Shares

        

Inception (7/6/93)

     8.92

10 Years

     6.25   

  5 Years

     11.80   

  1 Year

     2.32   

Class R Shares

        

Inception (10/1/02)

     8.32

10 Years

     6.78   

  5 Years

     12.36   

  1 Year

     3.83   

Class Y Shares

        

Inception (12/22/04)

     7.19

10 Years

     7.31   

  5 Years

     12.92   

  1 Year

     4.36   

Class R5 Shares

        

10 Years

     7.23

  5 Years

     13.02   

  1 Year

     4.35   

Class R6 Shares

        

10 Years

     7.17

  5 Years

     12.90   

  1 Year

     4.54   

date is that of the predecessor fund’s Class A shares and includes the 12b-1 fees applicable to Class A shares.

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.

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 0.80%, 1.55%, 1.55%, 1.05%, 0.55%, 0.49% and 0.40%, respectively.1 The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6 shares was 0.81%, 1.56%, 1.56%, 1.06%, 0.56%, 0.50% and 0.41%, 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, 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 reflects any applicable fee waivers and/or expense reimbursements. Had the adviser not waived fees and/or reimbursed expenses currently or in the past, returns would have been lower. See current prospectus for more information.

 

1 Total annual Fund operating expenses after any contractual fee waivers and/or expense reimbursements by the adviser in effect through at least June 30, 2017. See current prospectus for more information.
 

 

7                         Invesco Equity and Income Fund


 

Invesco Equity and 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, 2015, 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. Please see the prospectus for more information.

 

 

Principal risks of investing in the Fund

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   Changing fixed income market conditions risk. The current low interest rate environment was created in part by the Federal Reserve Board (FRB) and certain foreign central banks keeping the federal funds and equivalent foreign rates at or near zero. There is a risk that interest rates will rise when the FRB and central banks raise these rates. This risk is heightened due to the “tapering” of the FRB’s quantitative easing program and other similar foreign central bank actions. This tapering and eventual increase in the federal funds and equivalent foreign rates may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. In addition, decreases in fixed income dealer market-making capacity may also
   

potentially lead to heightened volatility and reduced liquidity in the fixed income markets. As a result, the value of the Fund’s investments and share price may decline. Changes in central bank policies could also result in higher than normal shareholder redemptions, which could potentially increase portfolio turnover and the Fund’s transaction costs.

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   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   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 value of a derivative instrument depends largely on (and is derived from) the value of an underlying security, currency, commodity, interest rate, index or other asset (each referred to as an underlying asset). In addition to risks relating to the underlying assets, the use of derivatives may include other, possibly greater, risks, including counterparty, leverage and liquidity risks.

Counterparty risk is the risk that the counterparty to the derivative contract will default on its obligation to pay the Fund the amount owed or otherwise perform under the derivative contract. Derivatives create

leverage risk because they do not require payment up front equal to the economic exposure created by owning the derivative. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative, which may make the Fund’s returns more volatile and increase the risk of loss. Derivative instruments may also be less liquid than more traditional investments and the Fund may be unable to sell or close out its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. Derivatives may also be harder to value, less tax efficient and subject to changing government regulation that could impact the Fund’s ability to use certain derivatives or their cost. Also, derivatives used for hedging or to gain or limit exposure to a particular market segment may not provide the expected benefits, particularly during adverse market conditions.

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   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.
n   Interest 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.
 

 

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 Equity and Income 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   Preferred securities risk. 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 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   Real estate investment trust (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. Shares of real estate related companies, which tend to be small- and mid-cap companies, may be more volatile and less liquid.
n   Small- and mid-capitalization risks. Stocks of small- and mid-sized companies tend to be more vulnerable to adverse developments 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   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 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 (NAVs) 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 NAVs for shareholder transactions and the returns based on those NAVs may differ from the NAVs 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.
 

 

9                         Invesco Equity and Income Fund


Schedule of Investments(a)

August 31, 2015

 

 

     Shares      Value  

Common Stocks & Other Equity Interests–63.71%

  

Aerospace & Defense–0.86%   

General Dynamics Corp.

    816,564       $ 115,976,585   
Agricultural Products–0.85%   

Archer-Daniels-Midland Co.

    2,521,996         113,464,600   
Application Software–1.12%   

Adobe Systems Inc.(b)

    963,557         75,706,673   

Citrix Systems, Inc.(b)

    1,093,790         74,498,037   
               150,204,710   
Asset Management & Custody Banks–1.69%   

Northern Trust Corp.

    1,328,082         92,753,247   

State Street Corp.

    1,869,352         134,443,796   
               227,197,043   
Automobile Manufacturers–0.51%   

General Motors Co.

    2,325,585         68,465,222   
Biotechnology–0.88%   

Amgen Inc.

    496,208         75,314,450   

Baxalta Inc.(b)

    1,224,758         43,050,244   
               118,364,694   
Broadcasting–0.17%   

CBS Corp.–Class B

    507,111         22,941,702   
Cable & Satellite–1.58%   

Comcast Corp.–Class A

    2,190,490         123,390,302   

Time Warner Cable Inc.

    478,258         88,965,553   
               212,355,855   
Communications Equipment–1.72%   

Cisco Systems, Inc.

    5,206,480         134,743,702   

Juniper Networks, Inc.

    3,731,964         95,948,795   
               230,692,497   
Construction Machinery & Heavy Trucks–0.52%   

Caterpillar Inc.

    918,117         70,180,864   
Data Processing & Outsourced Services–0.68%   

PayPal Holdings, Inc.(b)

    2,610,606         91,371,210   
Diversified Banks–8.69%   

Bank of America Corp.

    14,732,714         240,732,547   

Citigroup Inc.

    8,049,359         430,479,719   

Comerica Inc.

    1,936,708         85,215,152   

JPMorgan Chase & Co.

    6,404,012         410,497,169   
               1,166,924,587   
Electric Utilities–0.35%   

FirstEnergy Corp.

    1,449,825         46,336,407   
Electronic Components–0.55%   

Corning Inc.

    4,314,744         74,256,744   
     Shares      Value  
Fertilizers & Agricultural Chemicals–0.52%   

Mosaic Co. (The)

    1,691,241       $ 69,053,370   
Food Distributors–0.07%   

Sysco Corp.

    227,055         9,052,683   
General Merchandise Stores–1.24%   

Target Corp.

    2,147,830         166,907,869   
Health Care Equipment–1.33%   

Baxter International Inc.

    1,721,161         66,178,640   

Medtronic PLC

    1,560,274         112,792,208   
               178,970,848   
Health Care Services–0.53%   

Express Scripts Holding Co.(b)

    845,545         70,687,562   
Hotels, Resorts & Cruise Lines–1.16%   

Carnival Corp.

    3,163,553         155,741,714   
Household Products–0.79%   

Procter & Gamble Co. (The)

    1,507,640         106,544,919   
Hypermarkets & Super Centers–1.04%   

Wal-Mart Stores, Inc.

    2,155,555         139,529,075   
Industrial Conglomerates–1.94%   

General Electric Co.

    10,494,691         260,478,231   
Industrial Machinery–0.69%   

Ingersoll-Rand PLC

    1,663,691         91,985,475   
Insurance Brokers–1.96%   

Aon PLC

    987,640         92,285,082   

Marsh & McLennan Cos., Inc.

    1,760,784         94,606,924   

Willis Group Holdings PLC

    1,778,169         76,621,302   
               263,513,308   
Integrated Oil & Gas–3.23%   

Exxon Mobil Corp.

    970,016         72,984,004   

Occidental Petroleum Corp.

    1,219,429         89,030,511   

Royal Dutch Shell PLC–Class A (United Kingdom)

    6,727,771         174,363,464   

TOTAL S.A. (France)

    2,135,273         97,140,399   
               433,518,378   
Integrated Telecommunication Services–1.12%   

Koninklijke KPN N.V. (Netherlands)

    6,446,001         25,052,503   

Orange S.A. (France)

    1,440,950         22,781,980   

Telecom Italia S.p.A. (Italy)(b)

    13,461,916         16,359,382   

Telefónica, S.A. (Spain)

    1,047,883         14,779,060   

Verizon Communications Inc.

    1,535,929         70,668,094   
               149,641,019   
Internet Software & Services–0.70%   

eBay Inc.(b)

    3,484,486         94,464,415   
 

 

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

 

10                         Invesco Equity and Income Fund


     Shares      Value  
Investment Banking & Brokerage–2.96%   

Charles Schwab Corp. (The)

    3,338,662       $ 101,428,551   

Goldman Sachs Group, Inc. (The)

    518,948         97,873,593   

Morgan Stanley

    5,766,969         198,672,082   
               397,974,226   
IT Consulting & Other Services–0.91%   

Amdocs Ltd.

    2,134,021         122,087,341   
Managed Health Care–1.11%   

Anthem, Inc.

    568,030         80,120,631   

UnitedHealth Group Inc.

    596,964         69,068,735   
               149,189,366   
Movies & Entertainment–0.46%   

Time Warner Inc.

    443,050         31,500,855   

Viacom Inc.–Class B

    741,840         30,244,817   
               61,745,672   
Multi-Utilities–0.42%   

PG&E Corp.

    1,141,562         56,598,644   
Oil & Gas Equipment & Services–0.78%   

Baker Hughes Inc.

    1,730,357         96,899,992   

Weatherford International PLC(b)

    701,076         7,115,921   
               104,015,913   
Oil & Gas Exploration & Production–1.87%   

Anadarko Petroleum Corp.

    774,876         55,465,624   

Apache Corp.

    2,621,306         118,587,884   

Canadian Natural Resources Ltd. (Canada)

    3,438,991         77,499,493   
               251,553,001   
Other Diversified Financial Services–0.99%   

Voya Financial, Inc.

    3,092,330         133,217,576   
Packaged Foods & Meats–0.86%   

Mondelez International Inc.–Class A

    2,714,661         114,993,040   
Pharmaceuticals–5.28%   

Eli Lilly and Co.

    1,355,699         111,641,813   

Merck & Co., Inc.

    3,016,538         162,440,571   

Novartis AG (Switzerland)

    1,280,464         125,125,485   

Pfizer Inc.

    2,798,001         90,151,592   

Sanofi (France)

    1,001,019         98,431,062   

Teva Pharmaceutical Industries Ltd.–ADR (Israel)

    1,871,911         120,569,788   
               708,360,311   
Publishing–0.54%   

Thomson Reuters Corp.

    1,869,055         72,705,203   
Railroads–0.63%   

CSX Corp.

    3,087,108         84,525,017   
Regional Banks–3.86%   

BB&T Corp.

    1,995,806         73,685,158   

Citizens Financial Group Inc.

    5,240,430         130,067,473   
     Shares      Value  
Regional Banks–(continued)   

Fifth Third Bancorp

    4,791,674       $ 95,450,146   

First Horizon National Corp.

    4,009,904         58,263,905   

PNC Financial Services Group, Inc. (The)

    1,764,604         160,790,716   
               518,257,398   
Security & Alarm Services–0.82%   

Tyco International PLC

    3,035,230         110,148,497   
Semiconductor Equipment–0.62%   

Applied Materials, Inc.

    5,181,224         83,339,988   
Semiconductors–1.09%   

Broadcom Corp.–Class A

    958,353         49,518,100   

Intel Corp.

    3,401,989         97,092,766   
               146,610,866   
Specialized Finance–0.47%   

CME Group Inc.–Class A

    673,454         63,600,996   
Systems Software–1.47%   

Microsoft Corp.

    2,285,681         99,472,837   

Symantec Corp.

    4,753,753         97,404,399   
               196,877,236   
Technology Hardware, Storage & Peripherals–0.54%   

NetApp, Inc.

    2,281,192         72,906,896   
Tobacco–0.88%   

Philip Morris International Inc.

    1,478,441         117,979,592   
Wireless Telecommunication Services–0.66%   

Vodafone Group PLC–ADR (United Kingdom)

    2,583,256         89,070,667   

Total Common Stocks & Other Equity Interests
(Cost $7,101,251,484)

   

     8,554,579,032   
    Principal
Amount
        

Bonds and Notes–22.46%

  

Advertising–0.03%   

Interpublic Group of Cos., Inc. (The), Sr. Unsec. Global Notes, 2.25%, 11/15/17

  $ 4,145,000         4,159,081   
Aerospace & Defense–0.20%   

Boeing Capital Corp., Sr. Unsec. Notes, 2.13%, 08/15/16

    10,000,000         10,117,280   

L-3 Communications Corp., Sr. Unsec. Gtd. Global Notes, 3.95%, 05/28/24

    4,355,000         4,141,124   

Lockheed Martin Corp., Sr. Unsec. Global Notes, 2.13%, 09/15/16

    6,515,000         6,590,114   

Northrop Grumman Corp., Sr. Unsec. Global Notes, 3.85%, 04/15/45

    1,938,000         1,692,976   

Precision Castparts Corp., Sr. Unsec. Global Notes, 2.50%, 01/15/23

    4,150,000         3,963,412   
               26,504,906   
 

 

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

 

11                         Invesco Equity and Income Fund


     Principal
Amount
     Value  
Agricultural & Farm Machinery–0.11%   

Deere & Co., Sr. Unsec. Notes, 2.60%, 06/08/22

  $ 14,645,000       $ 14,306,561   
Agricultural Products–0.03%   

Ingredion Inc., Sr. Unsec. Notes, 6.63%, 04/15/37

    3,940,000         4,704,325   
Air Freight & Logistics–0.29%   

FedEx Corp.,
Sr. Unsec. Gtd. Bonds, 4.90%, 01/15/34

    4,310,000         4,474,888   

Sr. Unsec. Gtd. Notes, 5.10%, 01/15/44

    8,875,000         9,160,140   

UTi Worldwide Inc., Sr. Unsec. Conv. Bonds, 4.50%, 03/01/19

    29,179,000         25,367,493   
               39,002,521   
Airlines–0.22%     

American Airlines Pass Through Trust, Series 2014-1, Class A, Sr. Sec. First Lien Pass Through Ctfs., 3.70%, 10/01/26

    4,387,526         4,362,846   

Continental Airlines Pass Through Trust,
Series 2009-1, Sr. Sec. First Lien Pass Through Ctfs., 9.00%, 07/08/16

    2,458,226         2,618,011   

Series 2010-1, Class A,
Sr. Sec. First Lien Pass Through Ctfs., 4.75%, 01/12/21

    3,721,292         3,934,103   

Series 2012-1, Class A,
Sr. Sec. First Lien Pass Through Ctfs., 4.15%, 04/11/24

    5,183,985         5,307,104   

Delta Air Lines Pass Through Trust, Series 2010-1, Class A, Sr. Sec. First Lien Pass Through Ctfs., 6.20%, 07/02/18

    1,891,366         2,046,221   

United Airlines Pass Through Trust, Series 2014-2, Class A, Sr. Sec. First Lien Pass Through Ctfs., 3.75%, 09/03/26

    5,455,000         5,478,866   

Virgin Australia Pass Through Trust (Australia), Series 2013-1, Class A, Sec. Gtd. Pass Through Ctfs., 5.00%, 10/23/23(c)

    5,381,616         5,580,359   
               29,327,510   
Apparel Retail–0.03%   

Ross Stores, Inc., Sr. Unsec. Notes, 3.38%, 09/15/24

    3,638,000         3,578,249   
Apparel, Accessories & Luxury Goods–0.10%   

Iconix Brand Group Inc.,
Sr. Unsec. Sub. Conv. Bonds, 1.50%, 03/15/18

    8,015,000         6,532,225   

Sr. Unsec. Sub. Conv. Notes, 2.50%, 06/01/16

    6,557,000         6,253,739   
               12,785,964   
     Principal
Amount
     Value  
Application Software–0.36%   

Citrix Systems, Inc., Sr. Unsec. Conv. Bonds, 0.50%, 04/15/19

  $ 46,415,000       $ 48,822,778   
Asset Management & Custody Banks–0.08%   

Apollo Management Holdings L.P., Sr. Unsec. Gtd. Notes, 4.00%, 05/30/24(c)

    4,260,000         4,261,073   

Blackstone Holdings Finance Co. LLC, Sr. Unsec. Gtd. Notes, 5.00%, 06/15/44(c)

    3,975,000         4,036,289   

KKR Group Finance Co. III LLC, Sr. Unsec. Gtd. Bonds, 5.13%, 06/01/44(c)

    3,217,000         3,116,126   
               11,413,488   
Automobile Manufacturers–0.24%   

Daimler Finance North America LLC (Germany), Sr. Unsec. Gtd. Notes, 1.88%, 01/11/18(c)

    5,220,000         5,223,690   

Ford Motor Credit Co. LLC, Sr. Unsec. Global Notes, 2.50%, 01/15/16

    20,370,000         20,481,994   

4.13%, 08/04/25

    7,006,000         6,946,523   
               32,652,207   
Automotive Retail–0.11%   

Advance Auto Parts, Inc., Sr. Unsec. Gtd. Notes,
4.50%, 12/01/23

    6,415,000         6,647,441   

5.75%, 05/01/20

    7,393,000         8,191,873   
               14,839,314   
Biotechnology–0.49%   

Amgen Inc., Sr. Unsec. Notes, 2.30%, 06/15/16

    7,477,000         7,549,048   

BioMarin Pharmaceutical Inc., Sr. Unsec. Sub. Conv. Notes, 1.50%, 10/15/20

    21,842,000         33,704,936   

Celgene Corp., Sr. Unsec. Global Notes,
4.00%, 08/15/23

    4,735,000         4,799,581   

4.63%, 05/15/44

    13,875,000         13,087,587   

5.00%, 08/15/45

    1,714,000         1,719,501   

Gilead Sciences, Inc., Sr. Unsec. Global Notes, 4.40%, 12/01/21

    4,988,000         5,349,603   
               66,210,256   
Broadcasting–0.46%   

Grupo Televisa S.A.B. (Mexico), Sr. Unsec. Global Notes, 5.00%, 05/13/45

    3,000,000         2,760,459   

Liberty Media Corp., Sr. Unsec. Conv. Bonds, 1.38%, 10/15/23

    61,171,000         59,412,334   
               62,172,793   
Cable & Satellite–0.41%   

CCO Safari II, LLC, Sr. Sec. Gtd. First Lien Notes, 4.91%, 07/23/25(c)

    10,845,000         10,767,871   
 

 

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

 

12                         Invesco Equity and Income Fund


     Principal
Amount
     Value  
Cable & Satellite–(continued)   

Comcast Corp.,
Sr. Unsec. Gtd. Global Notes, 4.25%, 01/15/33

  $ 1,605,000       $ 1,587,618   

5.70%, 05/15/18

    4,735,000         5,232,776   

Sr. Unsec. Gtd. Notes, 4.40%, 08/15/35

    7,245,000         7,264,906   

6.45%, 03/15/37

    2,465,000         3,061,022   

Cox Communications, Inc., Sr. Unsec. Deb., 7.25%, 11/15/15

    5,000,000         5,064,505   

Sr. Unsec. Notes, 4.70%,
12/15/42(c)

    4,980,000         4,270,547   

6.25%, 06/01/18(c)

    3,700,000         4,067,830   

8.38%, 03/01/39(c)

    655,000         812,135   

DIRECTV Holdings LLC/DIRECTV Financing Co., Inc., Sr. Unsec. Gtd. Global Notes,
3.80%, 03/15/22

    3,340,000         3,313,375   

5.15%, 03/15/42

    1,370,000         1,287,280   

NBCUniversal Media LLC, Sr. Unsec. Gtd. Global Notes, 5.15%, 04/30/20

    3,320,000         3,716,468   

5.95%, 04/01/41

    3,365,000         4,021,528   
               54,467,861   
Catalog Retail–0.24%   

Liberty Interactive LLC, Sr. Unsec. Conv. Global Deb., 0.75%, 03/30/23(d)

    15,395,000         23,968,091   

QVC, Inc., Sr. Sec. Gtd. First Lien Global Notes, 5.45%, 08/15/34

    8,810,000         7,819,571   
               31,787,662   
Commodity Chemicals–0.07%   

Montell Finance Co. B.V. (Netherlands), Sr. Unsec. Gtd. Deb., 8.10%, 03/15/27(c)

    7,384,000         9,633,004   
Communications Equipment–0.39%   

Ciena Corp., Sr. Unsec. Conv. Notes, 4.00%, 12/15/20(c)

    14,876,000         20,287,145   

QUALCOMM Inc., Sr. Unsec. Global Notes, 3.00%, 05/20/22

    3,325,000         3,232,134   

Viavi Solutions Inc., Sr. Unsec. Conv. Deb., 0.63%, 08/15/18(d)

    31,263,000         29,015,972   
               52,535,251   
Consumer Finance–0.36%   

American Express Co., Unsec. Sub. Global Notes, 3.63%, 12/05/24

    3,423,000         3,362,242   

American Express Credit Corp., Sr. Unsec. Medium-Term Notes, 2.75%, 09/15/15

    27,545,000         27,565,466   

Capital One Financial Corp., Sr. Unsec. Global Notes, 1.00%, 11/06/15

    17,827,000         17,834,032   
               48,761,740   
     Principal
Amount
     Value  
Data Processing & Outsourced Services–0.09%   

Computer Sciences Corp., Sr. Unsec. Global Notes, 4.45%, 09/15/22

  $ 4,954,000       $ 5,074,355   

Xerox Corp., Sr. Unsec. Global Notes, 4.80%, 03/01/35

    7,279,000         6,658,753   
               11,733,108   
Diversified Banks–1.84%   

Abbey National Treasury Services PLC (United Kingdom), Sr. Unsec. Gtd. Global Notes, 4.00%, 04/27/16

    21,928,000         22,373,073   

ABN AMRO Bank N.V. (Netherlands), Sr. Unsec. Notes, 1.38%,
01/22/16(c)

    16,795,000         16,834,678   

Australia and New Zealand Banking Group Ltd. (Australia), Sr. Unsec. Global Notes, 0.90%, 02/12/16

    9,510,000         9,526,105   

Bank of America Corp.,
Sr. Unsec. Global Notes, 5.75%, 12/01/17

    2,825,000         3,054,836   

Sr. Unsec. Medium-Term Global Notes, 5.65%, 05/01/18

    8,680,000         9,452,251   

Sr. Unsec. Medium-Term Notes, 1.25%, 01/11/16

    6,465,000         6,476,618   

Barclays Bank PLC (United Kingdom), Series BKNT, Sr. Unsec. Global Notes, 6.75%, 05/22/19

    8,500,000         9,859,443   

BBVA Bancomer S.A. (Mexico), Sr. Unsec. Notes, 4.38%,
04/10/24(c)

    6,875,000         6,916,721   

Bear Stearns Cos., LLC (The), Sr. Unsec. Global Notes, 7.25%, 02/01/18

    8,140,000         9,131,871   

BNP Paribas S.A. (France), Unsec. Sub. Medium-Term Notes, 4.25%, 10/15/24

    5,010,000         4,995,045   

Citigroup Inc., Unsec. Sub. Global Notes,
5.30%, 05/06/44

    2,765,000         2,890,859   

6.68%, 09/13/43

    8,000,000         9,911,252   

Danske Bank A/S (Denmark), Sr. Unsec. Notes, 3.88%,
04/14/16(c)

    9,435,000         9,598,726   

HBOS PLC (United Kingdom), Unsec. Sub. Medium-Term Global Notes, 6.75%, 05/21/18(c)

    8,535,000         9,413,162   

HSBC Finance Corp., Sr. Unsec. Global Notes, 5.50%, 01/19/16

    16,910,000         17,205,181   

JPMorgan Chase & Co.,
Series V, Jr. Unsec. Sub. Global Notes, 5.00%(e)

    6,410,000         6,249,750   

Series X, Jr. Unsec. Sub. Global Notes, 6.10%(e)

    10,895,000         10,895,000   

Series Z, Jr. Unsec. Sub. Global Notes, 5.30%(e)

    7,145,000         7,082,481   

Lloyds Bank PLC (United Kingdom), Sr. Unsec. Gtd. Global Notes, 2.30%, 11/27/18

    5,240,000         5,274,348   
 

 

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

 

13                         Invesco Equity and Income Fund


     Principal
Amount
     Value  
Diversified Banks–(continued)   

Mizuho Financial Group Cayman 3 Ltd. (Japan), Unsec. Gtd. Sub. Notes, 4.60%, 03/27/24(c)

  $ 545,000       $ 553,497   

Santander Holdings USA Inc., Sr. Unsec. Global Notes, 3.00%, 09/24/15

    16,313,000         16,324,672   

Societe Generale S.A. (France), Unsec. Sub. Notes, 5.00%, 01/17/24(c)

    7,365,000         7,521,510   

Standard Chartered PLC (United Kingdom), Unsec. Sub. Notes, 5.70%, 03/26/44(c)

    4,170,000         4,240,129   

Sumitomo Mitsui Banking Corp. (Japan), Sr. Unsec. Gtd. Medium-Term Global Notes, 2.65%, 07/23/20

    7,235,000         7,267,015   

Wells Fargo & Co.,
Sr. Unsec. Global Notes, 1.50%, 01/16/18

    2,070,000         2,065,491   

Sr. Unsec. Notes, 3.90%, 05/01/45

    14,525,000         13,307,369   

Unsec. Sub. Medium-Term Notes, 4.10%, 06/03/26

    4,515,000         4,530,622   

4.65%, 11/04/44

    14,430,000         14,093,355   
               247,045,060   
Diversified Capital Markets–0.05%   

Credit Suisse AG (Switzerland), Unsec. Sub. Notes, 6.50%, 08/08/23(c)

    6,536,000         7,140,100   
Diversified Chemicals–0.06%   

Eastman Chemical Co., Sr. Unsec. Global Notes, 2.70%, 01/15/20

    8,092,000         8,038,119   
Diversified Metals & Mining–0.14%   

Glencore Finance Canada Ltd. (Switzerland), Sr. Unsec. Gtd. Notes,
2.05%, 10/23/15(c)

    4,700,000         4,706,030   

2.70%, 10/25/17(c)

    4,700,000         4,581,950   

Rio Tinto Finance USA Ltd. (United Kingdom), Sr. Unsec. Gtd. Global Notes,
7.13%, 07/15/28

    2,175,000         2,730,516   

9.00%, 05/01/19

    5,240,000         6,450,547   
               18,469,043   
Diversified Real Estate Activities–0.06%   

Brookfield Asset Management Inc. (Canada), Sr. Unsec. Yankee Notes, 4.00%, 01/15/25

    7,670,000         7,552,277   
Diversified Support Services–0.03%   

Cintas Corp. No. 2, Sr. Unsec. Gtd. Notes, 2.85%, 06/01/16

    4,605,000         4,666,587   
Drug Retail–0.18%   

CVS Health Corp., Sr. Unsec. Global Bonds, 3.38%, 08/12/24

    3,740,000         3,679,083   
     Principal
Amount
     Value  
Drug Retail–(continued)   

CVS Pass Through Trust, Sr. Sec. First Lien Global Pass Through Ctfs., 6.04%, 12/10/28

  $ 8,947,920       $ 10,113,374   

Walgreens Boots Alliance Inc., Sr. Unsec. Gtd. Global Notes, 3.30%, 11/18/21

    6,129,000         6,076,848   

4.50%, 11/18/34

    4,519,000         4,168,775   
               24,038,080   
Electric Utilities–0.50%   

Electricite de France S.A. (France),
Jr. Unsec. Sub. Notes, 5.63%(c)(e)

    8,670,000         8,813,055   

Sr. Unsec. Notes,
4.60%, 01/27/20(c)

    2,150,000         2,359,278   

4.88%, 01/22/44(c)

    9,110,000         9,562,020   

Georgia Power Co., Sr. Unsec. Notes, 3.00%, 04/15/16

    8,795,000         8,909,243   

Louisville Gas & Electric Co., Sr. Sec. First Mortgage Global Bonds, 1.63%, 11/15/15

    5,525,000         5,536,746   

NextEra Energy Capital Holdings Inc., Sr. Unsec. Gtd. Deb., 2.60%, 09/01/15

    14,910,000         14,910,000   

Ohio Power Co., Series M, Sr. Unsec. Notes, 5.38%, 10/01/21

    1,050,000         1,195,277   

PPL Electric Utilities Corp., Sr. Sec. First Mortgage Bonds, 6.25%, 05/15/39

    355,000         453,550   

Southern Co. (The), Series A, Sr. Unsec. Notes, 2.38%, 09/15/15

    15,960,000         15,970,175   
               67,709,344   
Electrical Components & Equipment–0.11%   

Eaton Corp., Sr. Unsec. Gtd. Global Notes, 0.95%, 11/02/15

    14,550,000         14,554,874   
Environmental & Facilities Services–0.03%   

Waste Management, Inc., Sr. Unsec. Gtd. Global Notes, 3.90%, 03/01/35

    4,786,000         4,410,572   
Fertilizers & Agricultural Chemicals–0.04%   

Monsanto Co., Sr. Unsec. Global Notes,
2.13%, 07/15/19

    3,055,000         3,037,214   

3.38%, 07/15/24

    2,085,000         2,006,671   
               5,043,885   
Food Retail–0.08%   

Kraft Heinz Co. (The), Sr. Unsec. Gtd. Notes, 1.60%, 06/30/17(c)

    10,860,000         10,850,101   
General Merchandise Stores–0.21%   

Dollar General Corp., Sr. Unsec. Global Notes, 3.25%, 04/15/23

    3,650,000         3,471,824   
 

 

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

 

14                         Invesco Equity and Income Fund


     Principal
Amount
     Value  
General Merchandise Stores–(continued)   

Target Corp.,
Sr. Unsec. Global Notes, 2.90%, 01/15/22

  $ 9,830,000       $ 9,904,290   

Sr. Unsec. Notes, 5.88%, 07/15/16

    14,510,000         15,160,055   
               28,536,169   
Gold–0.01%   

Newmont Mining Corp., Sr. Unsec. Gtd. Global Notes, 3.50%, 03/15/22

    1,423,000         1,296,377   
Health Care Distributors–0.08%   

McKesson Corp., Sr. Unsec. Global Notes, 2.28%, 03/15/19

    11,085,000         11,111,632   
Health Care Equipment–0.67%   

Becton, Dickinson and Co.,
Sr. Unsec. Global Bonds, 4.88%, 05/15/44

    7,465,000         7,505,905   

Sr. Unsec. Global Notes, 3.88%, 05/15/24

    6,825,000         6,897,976   

Sr. Unsec. Notes, 2.68%, 12/15/19

    3,198,000         3,207,229   

Edwards Lifesciences Corp., Sr. Unsec. Global Notes, 2.88%, 10/15/18

    7,055,000         7,165,827   

Medtronic Inc.,
Sr. Unsec. Gtd. Global Notes, 4.00%, 04/01/43

    5,720,000         5,220,776   

4.63%, 03/15/44

    5,490,000         5,495,081   

Sr. Unsec. Gtd. Notes, 3.15%, 03/15/22(c)

    10,944,000         10,944,317   

4.38%, 03/15/35(c)

    3,883,000         3,850,684   

NuVasive Inc., Sr. Unsec. Conv. Notes, 2.75%, 07/01/17

    13,684,000         18,610,240   

Wright Medical Group, Inc., Sr. Unsec. Conv. Notes, 2.00%, 02/15/20(c)

    20,807,000         20,624,939   
               89,522,974   
Health Care Facilities–0.52%   

Brookdale Senior Living Inc., Sr. Unsec. Conv. Notes, 2.75%, 06/15/18

    24,795,000         28,219,809   

HealthSouth Corp., Sr. Unsec. Sub. Conv. Notes, 2.00%, 12/01/20(d)

    33,605,000         41,103,116   
               69,322,925   
Health Care REIT’s–0.15%   

HCP, Inc., Sr. Unsec. Global Notes,
3.88%, 08/15/24

    5,085,000         4,922,313   

4.20%, 03/01/24

    4,690,000         4,673,625   

Senior Housing Properties Trust, Sr. Unsec. Notes, 4.30%, 01/15/16

    6,620,000         6,661,375   

Ventas Realty L.P., Sr. Unsec. Gtd. Notes, 5.70%, 09/30/43

    2,080,000         2,268,708   
     Principal
Amount
     Value  
Health Care REIT’s–(continued)   

Ventas Realty L.P./Ventas Capital Corp., Sr. Unsec. Gtd. Notes, 4.25%, 03/01/22

  $ 1,905,000       $ 1,963,953   
               20,489,974   
Health Care Services–0.30%   

Express Scripts Holding Co.,
Sr. Unsec. Gtd. Global Notes, 2.25%, 06/15/19

    9,380,000         9,288,048   

Sr. Unsec. Gtd. Notes,
3.13%, 05/15/16

    18,659,000         18,912,296   

Laboratory Corp. of America Holdings, Sr. Unsec. Notes, 3.20%, 02/01/22

    6,132,000         6,003,102   

4.70%, 02/01/45

    2,694,000         2,462,215   

Medco Health Solutions Inc., Sr. Unsec. Gtd. Notes, 2.75%, 09/15/15

    3,535,000         3,537,540   
               40,203,201   
Homebuilding–0.06%   

MDC Holdings, Inc., Sr. Unsec. Gtd. Notes, 6.00%, 01/15/43

    10,130,000         8,506,693   
Hotels, Resorts & Cruise Lines–0.01%   

Wyndham Worldwide Corp., Sr. Unsec. Notes, 2.95%, 03/01/17

    1,225,000         1,237,882   
Housewares & Specialties–0.09%   

Tupperware Brands Corp., Sr. Unsec. Gtd. Global Notes, 4.75%, 06/01/21

    12,185,000         12,628,400   
Hypermarkets & Super Centers–0.03%   

Wal-Mart Stores, Inc., Sr. Unsec. Global Notes,
3.30%, 04/22/24

    3,610,000         3,643,925   

6.50%, 08/15/37

    730,000         948,754   
               4,592,679   
Industrial Conglomerates–0.14%   

General Electric Co., Sr. Unsec. Global Notes, 0.85%,10/09/15

    18,135,000         18,144,739   
Industrial Machinery–0.18%   

Pentair Finance S.A., Sr. Unsec. Gtd. Global Notes, 5.00%, 05/15/21

    7,940,000         8,713,888   

Valmont Industries, Inc., Sr. Unsec. Gtd. Global Notes,
5.00%, 10/01/44

    4,195,000         3,875,616   

5.25%, 10/01/54

    13,347,000         11,881,726   
               24,471,230   
Insurance Brokers–0.03%   

Marsh & McLennan Cos., Inc., Sr. Unsec. Global Notes, 4.05%, 10/15/23

    3,960,000         4,080,309   
 

 

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

 

15                         Invesco Equity and Income Fund


     Principal
Amount
     Value  
Integrated Oil & Gas–0.24%   

BP Capital Markets PLC (United Kingdom), Sr. Unsec. Gtd. Global Notes, 2.24%, 05/10/19

  $ 5,302,000       $ 5,315,014   

Chevron Corp., Sr. Unsec. Global Notes,
1.37%, 03/02/18

    14,553,000         14,489,491   

1.72%, 06/24/18

    5,275,000         5,294,325   

Husky Energy Inc. (Canada), Sr. Unsec. Global Notes, 3.95%, 04/15/22

    3,630,000         3,541,165   

Suncor Energy Inc. (Canada), Sr. Unsec. Yankee Notes, 3.60%, 12/01/24

    3,379,000         3,329,345   
               31,969,340   
Integrated Telecommunication Services–0.48%   

AT&T Corp., Sr. Unsec. Gtd. Global Notes, 8.25%, 11/15/31

    63,000         83,121   

AT&T Inc., Sr. Unsec. Global Notes,
3.00%, 06/30/22

    5,334,000         5,122,822   

3.40%, 05/15/25

    2,967,000         2,818,147   

4.50%, 05/15/35

    4,755,000         4,369,867   

5.35%, 09/01/40

    2,077,000         2,040,743   

6.15%, 09/15/34

    3,675,000         3,964,081   

British Telecommunications PLC (United Kingdom), Sr. Unsec. Global Notes, 1.25%, 02/14/17

    5,420,000         5,408,474   

Telefonica Emisiones S.A.U. (Spain), Sr. Unsec. Gtd. Global Notes, 7.05%, 06/20/36

    3,600,000         4,369,385   

Verizon Communications Inc., Sr. Unsec. Global Notes,
4.40%, 11/01/34

    3,285,000         3,028,745   

4.52%, 09/15/48

    19,069,000         16,877,266   

5.01%, 08/21/54

    6,727,000         6,172,927   

5.15%, 09/15/23

    4,525,000         4,951,203   

6.40%, 09/15/33

    1,352,000         1,550,840   

6.40%, 02/15/38

    3,500,000         3,957,464   
               64,715,085   
Internet Retail–0.16%   

Amazon.com, Inc., Sr. Unsec. Global Notes, 0.65%, 11/27/15

    21,420,000         21,427,636   
Investment Banking & Brokerage–1.82%   

Goldman Sachs Group, Inc. (The), Sr. Unsec. Global Notes, 5.25%, 07/27/21

    5,510,000         6,123,092   

6.15%, 04/01/18

    10,325,000         11,386,864   

Unsec. Sub. Global Notes, 6.75%, 10/01/37

    4,585,000         5,444,513   

Series 0000, Sr. Unsec. Exchangeable Basket-Linked Conv. Medium-Term Notes, 1.00%, 03/15/17(c)(f)

    61,461,000         83,124,159   

1.00%, 09/28/20(c)(g)

    59,890,000         62,242,479   

Jefferies Group LLC, Sr. Unsec. Conv. Deb., 3.88%, 11/01/17(d)

    30,876,000         31,474,223   
     Principal
Amount
     Value  
Investment Banking & Brokerage–(continued)   

Lazard Group LLC, Sr. Unsec. Global Notes, 3.75%, 02/13/25

  $ 11,653,000       $ 11,038,870   

Macquarie Bank Ltd. (Australia), Sr. Unsec. Notes, 5.00%,
02/22/17(c)

    6,100,000         6,385,373   

Morgan Stanley,
Sr. Unsec. Global Notes, 6.38%, 07/24/42

    8,140,000         10,094,479   

Sr. Unsec. Medium-Term Global Notes, 4.00%, 07/23/25

    6,870,000         6,988,205   

Sr. Unsec. Notes,
3.45%, 11/02/15

    9,855,000         9,899,022   
               244,201,279   
Life & Health Insurance–0.19%   

Aegon N.V. (Netherlands), Sr. Unsec. Global Bonds, 4.63%, 12/01/15

    12,442,000         12,543,029   

Prudential Financial, Inc.,
Sr. Unsec. Medium-Term Notes,
5.10%, 08/15/43

    4,010,000         4,216,964   

Series D, Sr. Unsec. Disc. Medium-Term Notes,
4.75%, 09/17/15

    5,030,000         5,037,686   

Sr. Unsec. Medium-Term Notes, 6.63%, 12/01/37

    3,475,000         4,281,758   
               26,079,437   
Managed Health Care–0.22%   

Aetna, Inc., Sr. Unsec. Global Notes, 3.95%, 09/01/20

    9,990,000         10,547,327   

Anthem, Inc., Sr. Unsec. Global Notes, 1.25%, 09/10/15

    19,318,000         19,319,951   
               29,867,278   
Movies & Entertainment–0.11%   

Live Nation Entertainment, Inc., Sr. Unsec. Conv. Bonds, 2.50%, 05/15/19

    11,374,000         11,843,178   

Viacom Inc., Sr. Unsec. Global Deb., 4.85%, 12/15/34

    3,527,000         2,981,588   
               14,824,766   
Multi-Line Insurance–0.22%   

American International Group, Inc., Sr. Unsec. Global Notes, 2.30%, 07/16/19

    3,855,000         3,850,424   

4.38%, 01/15/55

    7,405,000         6,689,107   

Farmers Exchange Capital III, Unsec. Sub. Notes, 5.45%, 10/15/54(c)

    9,460,000         9,365,230   

Nationwide Financial Services Inc., Sr. Unsec. Notes, 5.30%,
11/18/44(c)

    9,220,000         9,372,250   
               29,277,011   
Multi-Utilities–0.03%   

Enable Midstream Partners L.P., Sr. Unsec. Gtd. Notes, 2.40%, 05/15/19(c)

    4,395,000         4,142,659   
 

 

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

 

16                         Invesco Equity and Income Fund


     Principal
Amount
     Value  
Office REIT’s–0.06%   

Highwoods Realty L.P., Sr. Unsec. Notes, 3.20%, 06/15/21

  $ 1,650,000       $ 1,627,392   

Piedmont Operating Partnership L.P., Sr. Unsec. Gtd. Global Notes, 4.45%, 03/15/24

    6,115,000         6,158,386   
               7,785,778   
Office Services & Supplies–0.04%   

Pitney Bowes Inc., Sr. Unsec. Global Notes, 4.63%, 03/15/24

    5,065,000         5,070,452   
Oil & Gas Drilling–0.07%   

Noble Holding International Ltd., Sr. Unsec. Gtd. Global Notes, 2.50%, 03/15/17

    1,150,000         1,124,778   

Rowan Cos., Inc., Sr. Unsec. Gtd. Notes,
5.40%, 12/01/42

    3,671,000         2,545,741   

5.85%, 01/15/44

    7,719,000         5,615,314   
               9,285,833   
Oil & Gas Equipment & Services–0.07%   

Helix Energy Solutions Group, Inc., Sr. Unsec. Conv. Notes, 3.25%, 03/15/18(d)

    11,911,000         9,878,686   
Oil & Gas Exploration & Production–0.74%   

Cobalt International Energy Inc., Sr. Unsec. Conv. Notes, 2.63%, 12/01/19

    18,562,000         13,364,640   

ConocoPhillips Co., Sr. Unsec. Gtd. Global Notes,
2.88%, 11/15/21

    8,738,000         8,663,133   

4.15%, 11/15/34

    9,367,000         8,788,368   

Devon Energy Corp., Sr. Unsec. Global Notes,
2.25%, 12/15/18

    4,368,000         4,359,852   

3.25%, 05/15/22

    1,655,000         1,596,844   

Marathon Oil Corp., Sr. Unsec. Notes, 0.90%, 11/01/15

    21,730,000         21,724,220   

Noble Energy, Inc., Sr. Unsec. Global Notes, 5.25%, 11/15/43

    7,940,000         7,115,312   

Petroleos Mexicanos (Mexico), Sr. Unsec. Gtd. Global Notes, 4.88%, 01/24/22

    7,430,000         7,589,381   

Southwestern Energy Co., Sr. Unsec. Global Notes, 4.10%, 03/15/22

    6,279,000         5,708,609   

Stone Energy Corp., Sr. Unsec. Gtd. Conv. Notes, 1.75%, 03/01/17

    24,746,000         20,384,517   
               99,294,876   
Oil & Gas Storage & Transportation–0.80%   

Energy Transfer Partners, L.P., Sr. Unsec. Notes, 4.90%, 03/15/35

    3,640,000         3,039,904   
     Principal
Amount
     Value  
Oil & Gas Storage & Transportation–(continued)   

Enterprise Products Operating LLC, Sr. Unsec. Gtd. Global Bonds, 6.45%, 09/01/40

  $ 555,000       $ 600,828   

Sr. Unsec. Gtd. Global Notes, 5.25%, 01/31/20

    2,889,000         3,161,098   

Sr. Unsec. Gtd. Notes, 2.55%, 10/15/19

    3,770,000         3,753,463   

3.20%, 02/01/16

    21,585,000         21,762,202   

Series N, Sr. Unsec. Gtd. Notes, 6.50%, 01/31/19

    4,420,000         4,947,147   

Kinder Morgan Inc., Sr. Unsec. Gtd. Notes, 5.30%, 12/01/34

    5,398,000         4,681,721   

Plains All American Pipeline L.P./ PAA Finance Corp., Sr. Unsec. Global Notes, 3.65%, 06/01/22

    4,275,000         4,152,778   

Spectra Energy Capital LLC, Sr. Unsec. Gtd. Notes, 7.50%, 09/15/38

    2,245,000         2,431,647   

Spectra Energy Partners, L.P., Sr. Unsec. Global Notes, 4.50%, 03/15/45

    5,468,000         4,556,654   

Sr. Unsec. Notes, 2.95%, 06/15/16

    12,896,000         13,035,625   

Sunoco Logistics Partners Operations L.P., Sr. Unsec. Gtd. Notes,
5.30%, 04/01/44

    8,165,000         6,817,689   

5.50%, 02/15/20

    5,405,000         5,834,562   

Texas Eastern Transmission L.P., Sr. Unsec. Notes, 7.00%, 07/15/32

    3,835,000         4,599,323   

Western Gas Partners L.P., Sr. Unsec. Notes, 5.45%, 04/01/44

    9,710,000         9,123,433   

Williams Partners L.P., Sr. Unsec. Global Notes,
5.10%, 09/15/45

    9,003,000         7,368,829   

5.40%, 03/04/44

    9,000,000         7,631,807   
               107,498,710   
Other Diversified Financial Services–0.07%   

ERAC USA Finance LLC, Sr. Unsec. Gtd. Notes, 2.35%, 10/15/19(c)

    9,335,000         9,277,907   
Packaged Foods & Meats–0.37%   

General Mills Inc., Sr. Unsec. Global Notes, 0.88%, 01/29/16

    9,115,000         9,122,155   

General Mills, Inc., Sr. Unsec. Global Notes, 2.20%, 10/21/19

    8,595,000         8,573,702   

Grupo Bimbo S.A.B. de C.V. (Mexico), Sr. Unsec. Gtd. Notes, 3.88%, 06/27/24(c)

    7,565,000         7,387,949   

Mondelez International, Inc., Sr. Unsec. Global Notes, 4.13%, 02/09/16

    20,000,000         20,283,430   

Tyson Foods, Inc., Sr. Unsec. Gtd. Global Bonds, 4.88%, 08/15/34

    2,136,000         2,121,830   

5.15%, 08/15/44

    2,202,000         2,238,948   
               49,728,014   
 

 

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

 

17                         Invesco Equity and Income Fund


     Principal
Amount
     Value  
Paper Packaging–0.09%   

Packaging Corp. of America, Sr. Unsec. Global Notes, 4.50%, 11/01/23

  $ 11,003,000       $ 11,460,653   
Paper Products–0.02%   

International Paper Co., Sr. Unsec. Global Notes, 6.00%, 11/15/41

    2,855,000         3,035,540   
Personal Products–0.10%   

Unilever Capital Corp. (Netherlands), Sr. Unsec. Gtd. Global Notes, 2.75%, 02/10/16

    13,005,000         13,132,475   
Pharmaceuticals–1.27%   

AbbVie Inc., Sr. Unsec. Global Notes,
1.20%, 11/06/15

    30,195,000         30,224,078   

4.50%, 05/14/35

    7,233,000         6,923,359   

Actavis Funding SCS, Sr. Unsec. Gtd. Global Notes,
1.85%, 03/01/17

    9,281,000         9,293,191   

4.55%, 03/15/35

    2,770,000         2,513,139   

4.85%, 06/15/44

    9,265,000         8,472,226   

Allergan, Inc., Sr. Unsec. Gtd. Global Notes, 5.75%, 04/01/16

    9,117,000         9,366,291   

Bayer US Finance LLC (Germany), Sr. Unsec. Gtd. Notes, 3.00%, 10/08/21(c)

    6,079,000         6,117,064   

Jazz Investments I Ltd., Sr. Unsec. Gtd. Conv. Bonds, 1.88%, 08/15/21

    14,556,000         16,666,620   

Merck & Co., Inc., Sr. Unsec. Global Notes, 0.70%, 05/18/16

    19,405,000         19,431,633   

Perrigo Co. PLC, Sr. Unsec. Global Notes, 2.30%, 11/08/18

    3,945,000         3,938,585   

Sanofi (France), Sr. Unsec. Global Notes, 2.63%, 03/29/16

    28,540,000         28,885,148   

Zoetis Inc., Sr. Unsec. Global Notes,
1.15%, 02/01/16

    25,605,000         25,632,154   

4.70%, 02/01/43

    4,101,000         3,571,750   
               171,035,238   
Property & Casualty Insurance–0.28%   

CNA Financial Corp., Sr. Unsec. Global Bonds, 5.88%, 08/15/20

    4,915,000         5,545,506   

Sr. Unsec. Notes, 7.35%, 11/15/19

    425,000         500,601   

Liberty Mutual Group Inc., Sr. Unsec. Gtd. Bonds, 4.85%, 08/01/44(c)

    6,360,000         6,034,298   

Markel Corp., Sr. Unsec. Notes, 5.00%, 03/30/43

    4,185,000         4,238,982   

Old Republic International Corp., Sr. Unsec. Conv. Notes, 3.75%, 03/15/18

    8,381,000         9,742,913   

Travelers Cos., Inc. (The), Sr. Unsec. Global Notes, 4.60%, 08/01/43

    6,455,000         6,646,539   
     Principal
Amount
     Value  
Property & Casualty Insurance–(continued)   

WR Berkley Corp., Sr. Unsec. Global Notes, 4.63%, 03/15/22

  $ 5,040,000       $ 5,343,045   
               38,051,884   
Railroads–0.24%   

Burlington Northern Santa Fe, LLC, Sr. Unsec. Deb., 5.15%, 09/01/43

    19,380,000         20,359,998   

CSX Corp., Sr. Unsec. Notes, 5.50%, 04/15/41

    1,660,000         1,827,809   

Union Pacific Corp., Sr. Unsec. Notes, 4.15%, 01/15/45

    4,410,000         4,250,861   

4.85%, 06/15/44

    5,560,000         5,976,230   
               32,414,898   
Regional Banks–0.64%   

BB&T Corp., Series A, Sr. Unsec. Medium-Term Notes, 3.20%, 03/15/16

    17,762,000         17,951,449   

Fifth Third Bancorp, Sr. Unsec. Notes, 3.63%, 01/25/16

    27,480,000         27,776,482   

PNC Bank, N.A., Series BKNT Sr. Unsec. Notes, 1.30%, 10/03/16

    16,480,000         16,531,805   

SunTrust Banks, Inc., Sr. Unsec. Notes, 3.60%, 04/15/16

    23,334,000         23,674,315   
               85,934,051   
Reinsurance–0.06%   

Reinsurance Group of America, Inc., Sr. Unsec. Medium-Term Notes, 4.70%, 09/15/23

    7,510,000         8,046,954   
Renewable Electricity–0.04%   

Oglethorpe Power Corp., Sr. Sec. First Mortgage Bonds, 4.55%, 06/01/44

    5,806,000         5,705,910   
Research & Consulting Services–0.04%   

Verisk Analytics, Inc., Sr. Unsec. Global Notes, 5.50%, 06/15/45

    5,065,000         5,035,501   
Semiconductor Equipment–0.37%   

Lam Research Corp.,
Sr. Unsec. Global Notes, 3.80%, 03/15/25

    6,120,000         5,791,065   

Series B, Sr. Unsec. Conv. Notes, 1.25%, 05/15/18

    33,039,000         43,879,922   
               49,670,987   
Semiconductors–0.98%     

Microchip Technology Inc., Sr. Unsec. Sub. Conv. Notes, 1.63%,
02/15/25(c)

    18,228,000         17,179,890   

Micron Technology, Inc., Series G, Sr. Unsec. Conv. Global Bonds, 3.00%, 11/15/28(d)

    31,699,000         27,895,120   

NVIDIA Corp., Sr. Unsec. Conv. Bonds, 1.00%, 12/01/18

    42,110,000         52,137,444   
 

 

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

 

18                         Invesco Equity and Income Fund


     Principal
Amount
     Value  
Semiconductors–(continued)   

ON Semiconductor Corp., Sr. Unsec. Gtd. Conv. Notes,
1.00%, 12/01/20(c)

  $ 36,461,000       $ 34,204,975   
               131,417,429   
Soft Drinks–0.37%   

Coca-Cola Co. (The), Sr. Unsec. Global Notes, 1.80%, 09/01/16

    17,475,000         17,665,941   

PepsiCo, Inc.,
Sr. Unsec. Global Notes, 3.60%, 03/01/24

    6,320,000         6,464,456   

Sr. Unsec. Notes, 2.50%, 05/10/16

    25,410,000         25,746,911   
               49,877,308   
Specialized Finance–0.19%   

Air Lease Corp., Sr. Unsec. Global Notes,
2.63%, 09/04/18

    8,760,000         8,707,440   

4.25%, 09/15/24

    4,355,000         4,295,119   

Moody’s Corp., Sr. Unsec. Global Notes, 4.50%, 09/01/22

    9,185,000         9,780,174   

National Rural Utilities Cooperative Finance Corp., Sr. Sec. Collateral Trust Bonds, 3.05%, 02/15/22

    2,550,000         2,548,585   
               25,331,318   
Steel–0.08%   

ArcelorMittal (Luxembourg), Sr. Unsec. Global Bonds, 10.60%, 06/01/19

    7,005,000         8,195,850   

Sr. Unsec. Global Notes, 6.13%, 06/01/18

    390,000         407,550   

7.50%, 03/01/41

    2,225,000         2,052,563   
               10,655,963   
Systems Software–0.41%   

FireEye, Inc.,
Series A, Sr. Unsec. Conv. Notes, 1.00%, 06/01/20(c)(d)

    10,953,000         10,638,101   

Series B, Sr. Unsec. Conv. Notes, 1.63%, 06/01/22(c)(d)

    10,953,000         10,494,343   

Microsoft Corp., Sr. Unsec. Global Notes, 3.50%, 02/12/35

    4,259,000         3,924,662   

NetSuite Inc., Sr. Unsec. Conv. Notes, 0.25%, 06/01/18

    23,004,000         23,694,120   

Oracle Corp., Sr. Unsec. Global Notes, 4.30%, 07/08/34

    6,045,000         5,987,609   
               54,738,835   
Technology Hardware, Storage & Peripherals–0.57%   

Apple Inc., Sr. Unsec. Global Notes, 2.15%, 02/09/22

    7,303,000         7,017,150   

Hewlett-Packard Co., Sr. Unsec. Global Notes, 2.13%, 09/13/15

    7,930,000         7,933,045   

SanDisk Corp., Sr. Unsec. Conv. Bonds, 0.50%, 10/15/20

    55,749,000         53,902,314   
     Principal
Amount
     Value  
Technology Hardware, Storage & Peripherals–(continued)   

Seagate HDD Cayman,
Sr. Unsec. Gtd. Global Bonds, 4.75%, 01/01/25

  $ 890,000       $ 856,625   

Sr. Unsec. Gtd. Notes, 5.75%, 12/01/34(c)

    7,094,000         6,987,590   
               76,696,724   
Thrifts & Mortgage Finance–0.46%   

MGIC Investment Corp., Sr. Unsec. Conv. Notes,
2.00%, 04/01/20

    6,962,000         11,034,770   

5.00%, 05/01/17

    24,396,000         27,094,807   

Radian Group Inc., Sr. Unsec. Conv. Notes,
2.25%, 03/01/19

    4,063,000         6,917,258   

3.00%, 11/15/17

    10,019,000         16,130,590   
               61,177,425   
Tobacco–0.37%   

Altria Group, Inc., Sr. Unsec. Gtd. Global Notes, 4.13%, 09/11/15

    5,138,000         5,142,206   

B.A.T. International Finance PLC (United Kingdom), Sr. Unsec. Gtd. Bonds, 3.95%, 06/15/25(c)

    7,251,000         7,386,775   

Imperial Tobacco Finance PLC (United Kingdom), Sr. Unsec. Gtd. Notes,
3.75%, 07/21/22(c)

    7,237,000         7,185,002   

Philip Morris International Inc.,
Sr. Unsec. Global Bonds, 1.25%, 08/11/17

    2,167,000         2,166,146   

Sr. Unsec. Global Notes, 2.50%, 05/16/16

    10,825,000         10,963,560   

3.60%, 11/15/23

    3,940,000         4,004,492   

4.88%, 11/15/43

    11,740,000         12,267,290   
               49,115,471   
Trucking–0.06%   

Penske Truck Leasing Co., L.P./PTL Finance Corp., Sr. Unsec. Notes, 2.50%, 03/15/16(c)

    7,435,000         7,477,870   
Wireless Telecommunication Services–0.22%   

America Movil S.A.B. de C.V. (Mexico),
Sr. Unsec. Global Notes, 4.38%, 07/16/42

    6,610,000         5,995,316   

Sr. Unsec. Gtd. Global Notes, 2.38%, 09/08/16

    4,450,000         4,492,598   

Crown Castle Towers LLC, Sr. Sec. Gtd. First Lien Notes, 4.88%, 08/15/20(c)

    5,425,000         5,941,818   

6.11%, 01/15/20(c)

    6,300,000         7,018,638   

Rogers Communications Inc. (Canada), Sr. Unsec. Gtd. Global Notes, 4.50%, 03/15/43

    6,080,000         5,509,003   
               28,957,373   

Total Bonds and Notes
(Cost $2,954,106,884)

   

     3,016,356,359   
 

 

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

 

19                         Invesco Equity and Income Fund


     Principal
Amount
     Value  

U.S. Treasury Securities–6.25%

  

U.S. Treasury Bills–0.02%   

0.29%, 05/26/16(h)(i)

  $ 1,865,000       $ 1,861,042   
U.S. Treasury Notes–5.75%   

2.00%, 04/30/16

    17,445,000         17,636,388   

1.75%, 05/31/16

    950,000         959,833   

0.50%, 04/30/17

    48,000,000         47,876,457   

0.88%, 04/30/17

    2,000,000         2,006,728   

0.63%, 07/31/17

    41,915,000         41,853,480   

1.00%, 08/15/18

    73,025,000         72,918,836   

1.25%, 01/31/19

    23,000,000         23,017,251   

3.63%, 08/15/19

    58,350,000         63,391,496   

3.38%, 11/15/19

    10,000,000         10,783,874   

1.63%, 07/31/20

    294,563,000         295,610,339   

2.00%, 07/31/22

    1,182,000         1,187,362   

2.00%, 08/15/25

    198,134,200         194,400,839   
               771,642,883   
U.S. Treasury Bonds–0.48%   

3.00%, 05/15/45

    64,597,100         65,067,251   

Total U.S. Treasury Securities (Cost $834,377,695)

   

     838,571,176   
    Shares         

Preferred Stocks–0.98%

  

Asset Management & Custody Banks–0.20%   

AMG Capital Trust II, $2.58 Jr. Unsec. Gtd. Sub. Conv. Pfd.

    438,000         25,130,250   

State Street Corp., Series D, 5.90% Pfd.

    55,128         1,434,982   
               26,565,232   
Diversified Banks–0.03%   

Wells Fargo & Co., 5.85% Pfd.

    142,800         3,655,680   
Oil & Gas Storage & Transportation–0.34%   

El Paso Energy Capital Trust I, $2.38 Jr. Unsec. Gtd. Sub. Conv. Pfd.

    875,900         45,292,789   
Regional Banks–0.41%   

KeyCorp, Series A, $7.75 Conv. Pfd.

    427,098         55,992,548   

Total Preferred Stocks
(Cost $103,636,395)

   

     131,506,249   
    Principal
Amount
        

U.S. Government Sponsored Agency Securities–0.71%

  

Federal Home Loan Mortgage Corp. (FHLMC)–0.35%   

Unsec. Global Notes, 4.88%, 06/13/18

  $ 33,680,000         37,163,691   

6.75%, 03/15/31

    7,000,000         10,081,557   
               47,245,248   
     Principal
Amount
     Value  
Federal National Mortgage Association (FNMA)–0.36%   

Unsec. Global Notes, 4.38%, 10/15/15

  $ 38,850,000       $ 39,053,050   

6.63%, 11/15/30

    6,315,000         9,007,994   
               48,061,044   

Total U.S. Government Sponsored Agency Securities (Cost $97,504,798)

   

     95,306,292   

Municipal Obligations–0.07%

  

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         3,061,344   

Series 2010, Class A, Build America Taxable RB, 6.66%, 04/01/57

    4,980,000         5,811,311   

Total Municipal Obligations
(Cost $7,640,528)

   

     8,872,655   

U.S. Government Sponsored Agency Mortgage-Backed Securities–0.00%

   

Federal Home Loan Mortgage Corp. (FHLMC)–0.00%   

Pass Through Ctfs., 6.50%, 05/01/29

    2         2   

5.50%, 02/01/37

    74         82   
               84   
Federal National Mortgage Association (FNMA)–0.00%   

Pass Through Ctfs., 7.00%, 07/01/18 to 07/01/32

    41,123         43,900   

5.50%, 03/01/21

    105         113   

8.00%, 08/01/21

    2,765         2,921   
               46,934   
Government National Mortgage Association (GNMA)–0.00%   

Pass Through Ctfs., 8.00%, 04/15/26 to 01/20/31

    33,344         36,212   

7.50%, 12/20/30

    2,100         2,616   
               38,828   

Total U.S. Government Sponsored Agency Mortgage-Backed Securities (Cost $81,793)

   

     85,846   
    Shares         

Money Market Funds–5.70%

  

Liquid Assets Portfolio–Institutional Class, 0.12%(j)

    382,575,849         382,575,849   

Premier Portfolio–Institutional Class, 0.09%(j)

    382,575,849         382,575,849   

Total Money Market Funds
(Cost $765,151,698)

             765,151,698   

TOTAL INVESTMENTS–99.88%
(Cost $11,863,751,275)

   

     13,410,429,307   

OTHER ASSETS LESS LIABILITIES–0.12%

  

     16,612,749   

NET ASSETS–100.00%

  

   $ 13,427,042,056   
 

 

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

 

20                         Invesco Equity and Income Fund


Investment Abbreviations:

 

ADR  

– American Depositary Receipt

Conv.  

– Convertible

Ctfs.  

– Certificates

Deb.  

– Debentures

Disc.  

– Discounted

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, 2015 was $528,531,336, which represented 3.94% of the Fund’s Net Assets.
(d)  Security has an irrevocable call by the issuer or mandatory put by the holder. Maturity date reflects such call or put.
(e)  Perpetual bond with no specified maturity date.
(f)  Exchangeable for a basket of four common stocks and one ordinary Share.
(g)  Exchangeable for a basket of five common shares.
(h)  Security traded on a discount basis. The interest rate shown represents the discount rate at the time of purchase by the Fund.
(i)  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.
(j)  The money market fund and the Fund are affiliated by having the same investment adviser. The rate shown is the 7-day SEC standardized yield as of August 31, 2015.

 

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

 

21                         Invesco Equity and Income Fund


Statement of Assets and Liabilities

August 31, 2015

 

Assets:

 

Investments, at value (Cost $11,098,599,577)

  $ 12,645,277,609   

Investments in affiliated money market funds, at value and cost

    765,151,698   

Total investments, at value (Cost $11,863,751,275)

    13,410,429,307   

Foreign currencies, at value (Cost $415,715)

    414,959   

Receivable for:

 

Variation margin — futures contracts

    198,063   

Fund shares sold

    22,268,048   

Dividends and interest

    50,255,456   

Investment for trustee deferred compensation and retirement plans

    1,165,809   

Unrealized appreciation on forward foreign currency contracts outstanding

    7,927,155   

Other assets

    147,224   

Total assets

    13,492,806,021   

Liabilities:

 

Payable for:

 

Investments purchased

    25,778,834   

Fund shares reacquired

    27,232,320   

Accrued fees to affiliates

    9,289,762   

Accrued trustees’ and officers’ fees and benefits

    26,155   

Accrued other operating expenses

    554,372   

Unrealized depreciation on forward foreign currency contracts outstanding

    1,519,365   

Trustee deferred compensation and retirement plans

    1,363,157   

Total liabilities

    65,763,965   

Net assets applicable to shares outstanding

  $ 13,427,042,056   

Net assets consist of:

 

Shares of beneficial interest

  $ 11,500,372,237   

Undistributed net investment income

    64,061,542   

Undistributed net realized gain

    309,077,698   

Net unrealized appreciation

    1,553,530,579   
    $ 13,427,042,056   

Net Assets:

 

Class A

  $ 9,879,021,518   

Class B

  $ 271,120,206   

Class C

  $ 1,667,768,568   

Class R

  $ 221,986,656   

Class Y

  $ 784,238,121   

Class R5

  $ 411,579,189   

Class R6

  $ 191,327,798   

Shares outstanding, $0.01 par value per share,
with an unlimited number of shares authorized:

   

Class A

    987,080,359   

Class B

    27,717,686   

Class C

    169,591,638   

Class R

    22,079,204   

Class Y

    78,330,395   

Class R5

    41,094,109   

Class R6

    19,108,201   

Class A:

 

Net asset value per share

  $ 10.01   

Maximum offering price per share

 

(Net asset value of $10.01 ¸ 94.50%)

  $ 10.59   

Class B:

 

Net asset value and offering price per share

  $ 9.78   

Class C:

 

Net asset value and offering price per share

  $ 9.83   

Class R:

 

Net asset value and offering price per share

  $ 10.05   

Class Y:

 

Net asset value and offering price per share

  $ 10.01   

Class R5:

 

Net asset value and offering price per share

  $ 10.02   

Class R6:

 

Net asset value and offering price per share

  $ 10.01   
 

 

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

 

22                         Invesco Equity and Income Fund


Statement of Operations

For the year ended August 31, 2015

 

Investment income:

 

Dividends (net of foreign withholding taxes of $5,520,995)

  $ 200,859,796   

Dividends from affiliated money market funds

    690,172   

Interest

    99,126,297   

Total investment income

    300,676,265   

Expenses:

 

Advisory fees

    48,872,507   

Administrative services fees

    895,693   

Custodian fees

    441,605   

Distribution fees:

 

Class A

    25,501,630   

Class B

    3,633,180   

Class C

    16,802,122   

Class R

    1,165,132   

Transfer agent fees — A, B, C, R and Y

    22,264,362   

Transfer agent fees — R5

    433,649   

Transfer agent fees — R6

    6,656   

Trustees’ and officers’ fees and benefits

    228,548   

Other

    1,931,731   

Total expenses

    122,176,815   

Less: Fees waived and expense offset arrangement(s)

    (1,806,795

Net expenses

    120,370,020   

Net investment income

    180,306,245   

Realized and unrealized gain (loss) from:

 

Net realized gain (loss) from:

 

Investment securities

    564,232,720   

Foreign currencies

    (477,826

Forward foreign currency contracts

    82,375,502   

Futures contracts

    (6,355,390
      639,775,006   

Change in net unrealized appreciation (depreciation) of:

 

Investment securities

    (1,070,081,611

Foreign currencies

    (66,637

Forward foreign currency contracts

    6,100,291   

Futures contracts

    542,155   
      (1,063,505,802

Net realized and unrealized gain (loss)

    (423,730,796

Net increase (decrease) in net assets resulting from operations

  $ (243,424,551

 

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

 

23                         Invesco Equity and Income Fund


Statement of Changes in Net Assets

For the years ended August 31, 2015 and 2014

 

     2015      2014  

Operations:

    

Net investment income

  $ 180,306,245       $ 242,381,622   

Net realized gain

    639,775,006         1,231,080,527   

Change in net unrealized appreciation (depreciation)

    (1,063,505,802      602,657,350   

Net increase (decrease) in net assets resulting from operations

    (243,424,551      2,076,119,499   

Distributions to shareholders from net investment income:

    

Class A

    (260,216,393      (176,864,717

Class B

    (7,021,414      (6,019,914

Class C

    (30,002,656      (16,287,779

Class R

    (5,368,311      (3,426,602

Class Y

    (21,553,271      (12,338,759

Class R5

    (12,247,206      (7,043,126

Class R6

    (4,726,916      (1,862,221

Total distributions from net investment income

    (341,136,167      (223,843,118

Distributions to shareholders from net realized gains:

    

Class A

    (842,979,900      (493,452,271

Class B

    (33,958,762      (29,777,478

Class C

    (140,184,003      (75,974,395

Class R

    (19,237,356      (10,930,123

Class Y

    (63,938,513      (30,498,502

Class R5

    (34,430,457      (15,792,758

Class R6

    (12,907,558      (3,739,507

Total distributions from net realized gains

    (1,147,636,549      (660,165,034

Share transactions–net:

    

Class A

    970,871,766         535,605,880   

Class B

    (124,425,413      (174,743,171

Class C

    254,679,990         204,432,386   

Class R

    18,275,914         18,698,631   

Class Y

    162,275,763         187,672,956   

Class R5

    60,543,892         129,099,607   

Class R6

    63,841,482         102,986,907   

Net increase in net assets resulting from share transactions

    1,406,063,394         1,003,753,196   

Net increase (decrease) in net assets

    (326,133,873      2,195,864,543   

Net assets:

    

Beginning of year

    13,753,175,929         11,557,311,386   

End of year (includes undistributed net investment income of $64,061,542 and $132,247,328, respectively)

  $ 13,427,042,056       $ 13,753,175,929   

Notes to Financial Statements

August 31, 2015

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 thirteen 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 seven different classes of shares: Class A, Class B, Class C, Class R, 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

 

24                         Invesco Equity and Income Fund


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.

Debt obligations (including convertible securities) 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 securities) 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 asked 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 asked prices. For purposes of determining net asset value (“NAV”) 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/asked quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.

The Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain Fund investments.

Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general 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 (net of withholding tax, if any) 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

 

25                         Invesco Equity and Income Fund


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 the Statement of Changes in Net Assets, or the net investment income per share and the 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 net investment 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 recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed the Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

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. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests and are shown in the Statement of Operations.

J. Forward Foreign Currency Contracts — The Fund may engage in foreign currency transactions either on a spot (i.e. for prompt delivery and settlement) basis, or through forward foreign currency contracts, to manage or minimize currency or exchange rate risk.

The Fund may also enter into forward 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, or the Fund may also enter into forward foreign currency contracts that do not provide for physical settlement of the two currencies, but instead are settled by a single cash payment calculated as the difference between the agreed upon

 

26                         Invesco Equity and Income Fund


exchange rate and the spot rate at settlement based upon an agreed upon notional amount (non-deliverable forwards). The Fund will set aside liquid assets in an amount equal to daily mark-to-market obligation for forward foreign currency contracts.

A forward foreign currency contract is an obligation between two parties (“Counterparties”) to purchase or sell a specific currency for an agreed-upon price at a future date. The use of forward 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 forward 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 Counterparties 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.
L. Put Options Purchased — The Fund may purchase put options including options on securities indexes, or foreign currency and/or futures contracts. By purchasing a put option, the Fund obtains the right (but not the obligation) to sell the option’s underlying instrument at a fixed strike price. In return for this right, the Fund pays an option premium. The option’s underlying instrument may be a security, securities index, or a futures contract. Put options may be used by the Fund to hedge securities it owns by locking in a minimum price at which the Fund can sell. If security prices fall, the put option could be exercised to offset all or a portion of the Fund’s resulting losses. At the same time, because the maximum the Fund has at risk is the cost of the option, purchasing put options does not eliminate the potential for the Fund to profit from an increase in the value of the securities hedged. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations as Net realized gain from Investment Securities. A risk in buying an option is that the Fund pays a premium whether or not the option is exercised. In addition, there can be no assurance that a liquid secondary market will exist for any option purchased.
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%   

For the year ended August 31, 2015, the effective advisory fees incurred by the Fund was 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 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 Affiliated Sub-Adviser(s).

The Adviser has contractually agreed, through at least June 30, 2016, 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 Invesco continues the fee waiver agreement, it will terminate on June 30, 2016. The fee waiver agreement cannot be terminated during its term. The Adviser did not waive fees and/or reimburse expenses during the period under this expense limitation.

 

27                         Invesco Equity and Income Fund


Further, the Adviser has contractually agreed, through at least June 30, 2017, 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, 2015, the Adviser waived advisory fees of $1,787,302.

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, 2015, 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, 2015, 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.

For the year ended August 31, 2015, 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, 2015, IDI advised the Fund that IDI retained $3,564,054 in front-end sales commissions from the sale of Class A shares and $32,750, $68,351 and $58,971 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders.

For the year ended August 31, 2015, the Fund incurred $59,247 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, 2015. 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

  $ 8,891,214,756         $ 560,022,223         $         $ 9,451,236,979   

U.S. Treasury Securities

              838,571,176                     838,571,176   

Corporate Debt Securities

              3,016,356,359                     3,016,356,359   

U.S. Government Sponsored Agency Securities

              95,392,138                     95,392,138   

Municipal Obligations

              8,872,655                     8,872,655   
      8,891,214,756           4,519,214,551                     13,410,429,307   

Forward Foreign Currency Contracts*

              6,407,790                     6,407,790   

Futures Contracts*

    512,668                               512,668   

Total Investments

  $ 8,891,727,424         $ 4,525,622,341         $         $ 13,417,349,765   

 

* Unrealized appreciation (depreciation).

 

28                         Invesco Equity and Income 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, 2015:

 

    Value  
Risk Exposure/Derivative Type   Assets        Liabilities  

Currency risk:

      

Forward foreign currency contracts(a)

  $ 7,927,155         $ (1,519,365

Interest rate risk:

      

Futures contracts(b)

    512,668             

Total

  $ 8,439,823         $ (1,519,365

 

(a)  Values are disclosed on the Statement of Assets and Liabilities under the caption Unrealized appreciation on forward foreign currency contracts outstanding and Unrealized depreciation on forward 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.

Effect of Derivative Investments for the year ended August 31, 2015

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
 
     Forward Foreign
Currency Contracts
       Futures
Contracts
       Options
Purchased(a)
 

Realized Gain (Loss):

           

Equity risk

  $         $         $ (608,140

Currency risk

    82,375,502                       

Interest rate risk

              (6,355,390          

Change in Net Unrealized Appreciation (Depreciation):

           

Equity risk

                        480,242   

Currency risk

    6,100,291                       

Interest rate risk

              542,155             

Total

  $ 88,475,793         $ (5,813,235      $ (127,898

 

(a)  Options purchased are included in the net realized gain (loss) from investment securities and the change in net unrealized appreciation (depreciation) of investment securities.

The table below summarizes the twelve month average notional value of forward foreign currency contracts and futures contracts and the four month average notional value of options purchased outstanding during the period.

 

     Forward Foreign
Currency Contracts
       Futures
Contracts
       Options
Purchased
 

Average notional value

  $ 774,331,649         $ 198,944,698         $ 19,988,775   

 

Forward Foreign Currency Contracts  

Settlement
Date

 

    

Counterparty

   Contract to        Notional
Value
       Unrealized
Appreciation
(Depreciation)
 
        Deliver        Receive            

10/02/15

    

Bank of New York Mellon (The)

     CAD        67,968,979           USD        51,040,982         $ 51,657,712         $ (616,730

10/02/15

    

State Street Bank and Trust Co.

     CAD        67,969,208           USD        51,033,413           51,657,886           (624,473

10/02/15

    

Bank of New York Mellon (The)

     CHF        47,880,050           USD        50,615,836           49,565,895           1,049,941   

10/02/15

    

State Street Bank and Trust Co.

     CHF        47,880,288           USD        50,636,964           49,566,142           1,070,822   

10/02/15

    

Bank of New York Mellon (The)

     EUR        89,803,688           USD        102,426,045           100,811,327           1,614,718   

10/02/15

    

State Street Bank and Trust Co.

     EUR        89,804,210           USD        102,364,227           100,811,914           1,552,313   

10/02/15

    

State Street Bank and Trust Co.

     GBP        61,412,762           USD        95,550,090           94,218,067           1,332,023   

10/02/15

    

Bank of New York Mellon (The)

     GBP        61,412,904           USD        95,525,623           94,218,285           1,307,338   

10/02/15

    

Bank of New York Mellon (The)

     ILS        174,361,425           USD        44,332,369           44,457,651           (125,282

10/02/15

    

State Street Bank and Trust Co.

     ILS        174,361,506           USD        44,304,791           44,457,671           (152,880

Total Forward Foreign Currency Contracts

                                                    $ 6,407,790   

Currency Abbreviations:

 

CAD  

– Canadian Dollar

CHF  

– Swiss Franc

EUR  

– Euro

GBP  

– British Pound Sterling

ILS  

– Israeli Shekel

USD  

– U.S. Dollar

 

 

29                         Invesco Equity and Income Fund


Open Futures Contracts  
Futures Contracts   Type of
Contract
     Number of
Contracts
     Expiration
Month
     Notional
Value
     Unrealized
Appreciation
 

U.S. Treasury 5 Year Notes

    Short         563         December-2015       $ (67,243,313    $ 245,085   

U.S. Treasury 10 Year Notes

    Short         908         December-2015         (115,372,750      267,583   

Total — Interest Rate Risk

  

                     $ 512,668   

Offsetting Assets and Liabilities

Accounting Standards Update (“ASU”) No. 2011-11, Disclosures about Offsetting Assets and Liabilities, which was subsequently clarified in Financial Accounting Standards Board ASU 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” is intended to enhance disclosures about financial instruments and derivative instruments that are subject to offsetting arrangements on the Statement of Assets and Liabilities and to enable investors to better understand the effect of those arrangements on the Fund’s financial position. In order for an arrangement to be eligible for netting, the Fund must have a basis to conclude that such netting arrangements are legally enforceable. The Fund enters into netting agreements and collateral agreements in an attempt to reduce the Fund’s Counterparty credit risk by providing for a single net settlement with a Counterparty of all financial transactions covered by the agreement in an event of default as defined under such agreement.

There were no derivative instruments subject to a netting agreement for which the Fund is not currently netting. The following tables present derivative instruments that are either subject to an enforceable netting agreement or offset by collateral arrangements as of August 31, 2015.

 

           Gross Amounts Not Offset in the
Statement of Assets and Liabilities
        
    Gross Amounts
of Recognized
Assets
     Financial
Instruments
     Collateral Received      Net
Amount
 
Counterparty         Non-Cash      Cash     

Bank of New York Mellon (The)

  $ 3,971,997       $ (742,012    $       $       $ 3,229,985   

State Street Bank & Trust Co.

    3,955,158         (777,353                      3,177,805   

Total

  $ 7,927,155       $ (1,519,365    $       $       $ 6,407,790   
             
           Gross Amounts Not Offset in the
Statement of Assets and Liabilities
        
    Gross Amounts
of Recognized
Liabilities
     Financial
Instruments
     Collateral Pledged      Net
Amount
 
Counterparty         Non-Cash      Cash     

Bank of New York Mellon (The)

  $ 742,012       $ (742,012    $       $       $   

State Street Bank & Trust Co.

    777,353         (777,353                        

Total

  $ 1,519,365       $ (1,519,365    $       $       $   

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, 2015, the Fund engaged in securities purchases of $852,469.

NOTE 6—Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in demand deposit accounts used by the transfer agent for clearing shareholder transactions. For the year ended August 31, 2015, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $19,493.

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 were eligible to participate in a retirement plan that provided 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.

 

30                         Invesco Equity and Income 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 Fiscal Years Ended August 31, 2015 and 2014:

 

     2015        2014  

Ordinary income

  $ 429,824,056         $ 223,843,118   

Long-term capital gain

    1,058,948,660           660,165,034   

Total distributions

  $ 1,488,772,716         $ 884,008,152   

Tax Components of Net Assets at Period-End:

 

     2015  

Undistributed ordinary income

  $ 116,093,046   

Undistributed long-term gain

    330,485,795   

Net unrealized appreciation — investments

    1,486,404,881   

Net unrealized appreciation (depreciation) — other investments

    (67,911

Temporary book/tax differences

    (6,245,992

Shares of beneficial interest

    11,500,372,237   

Total net assets

  $ 13,427,042,056   

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.

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. Capital losses generated in years beginning after December 22, 2010 can be carried forward for an unlimited period, whereas previous losses expire in eight tax years. 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. Capital loss carryforwards with no expiration date 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 carryforwards 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, 2015.

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, 2015 was $4,164,321,118 and $3,693,934,643, respectively. During the same period, purchases and sales of U.S. Treasury obligations were $5,093,029,614 and $4,964,580,856, 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

  $ 1,933,887,468   

Aggregate unrealized (depreciation) of investment securities

    (447,482,587

Net unrealized appreciation of investment securities

  $ 1,486,404,881   

Cost of investments for tax purposes is $11,924,024,426.

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, 2015, undistributed net investment income was increased by $92,644,136, undistributed net realized gain was decreased by $92,618,693 and shares of beneficial interest was decreased by $25,443. This reclassification had no effect on the net assets of the Fund.

 

31                         Invesco Equity and Income Fund


NOTE 12—Share Information

 

     Summary of Share Activity  
    Years ended August 31,  
    2015(a)      2014  
     Shares      Amount      Shares      Amount  

Sold:

          

Class A

    132,855,407       $ 1,407,335,195         123,294,433       $ 1,338,786,753   

Class B

    391,128         4,066,382         681,308         7,216,215   

Class C

    31,927,192         332,741,941         27,559,284         294,554,564   

Class R

    5,817,559         61,877,721         6,158,932         67,354,694   

Class Y

    29,754,125         316,032,681         25,562,881         279,392,264   

Class R5

    14,653,172         154,978,913         21,087,163         228,477,944   

Class R6

    13,351,616         140,910,100         11,239,560         122,857,003   

Issued as reinvestment of dividends:

          

Class A

    101,273,868         1,032,701,699         59,884,857         626,269,537   

Class B

    3,975,218         39,580,117         3,366,931         34,386,317   

Class C

    15,458,277         154,681,888         8,120,425         83,387,271   

Class R

    2,401,902         24,594,997         1,367,065         14,353,524   

Class Y

    7,619,261         77,752,111         3,766,637         39,437,002   

Class R5

    4,569,798         46,663,503         2,125,920         22,271,818   

Class R6

    1,726,337         17,634,474         533,196         5,601,728   

Automatic conversion of Class B shares to Class A shares:

          

Class A

    10,509,185         111,300,490         12,844,760         139,827,651   

Class B

    (10,741,031      (111,300,490      (13,105,664      (139,827,651

Reacquired:

          

Class A

    (148,952,999      (1,580,465,618      (144,137,291      (1,569,278,061

Class B

    (5,457,994      (56,771,422      (7,178,837      (76,518,052

Class C

    (22,383,709      (232,743,839      (16,168,255      (173,509,449

Class R

    (6,407,390      (68,196,804      (5,756,408      (63,009,587

Class Y

    (22,048,368      (231,509,029      (12,079,237      (131,156,310

Class R5

    (13,327,278      (141,098,524      (11,162,020      (121,650,155

Class R6

    (9,037,781      (94,703,092      (2,336,610      (25,471,824

Net increase in share activity

    137,927,495       $ 1,406,063,394         95,669,030       $ 1,003,753,196   

 

(a)  There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 35% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.

 

32                         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(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 08/31/15

    $ 11.42       $ 0.15       $ (0.33 )     $ (0.18 )     $ (0.28 )     $ (0.95 )     $ (1.23 )     $ 10.01         (1.65 )%     $ 9,879,022         0.79 %(d)       0.80 %(d)       1.38 %(d)       69 %

Year ended 08/31/14

      10.43         0.22 (e)       1.56         1.78         (0.20 )       (0.59 )       (0.79 )       11.42         17.86         10,181,796         0.79         0.80         1.99 (e)       60  

Year ended 08/31/13

      9.05         0.17         1.42         1.59         (0.21 )               (0.21 )       10.43         17.80         8,752,700         0.78         0.79         1.74         26  

Year ended 08/31/12

      8.19         0.17         0.85         1.02         (0.16 )               (0.16 )       9.05         12.67         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         7,908,623         0.81         0.81         1.74         22  

Class B

                                                       

Year ended 08/31/15

      11.18         0.07         (0.32 )       (0.25 )       (0.20 )       (0.95 )       (1.15 )       9.78         (2.41 )       271,120         1.54 (d)       1.55 (d)       0.63 (d)       69  

Year ended 08/31/14

      10.22         0.13 (e)       1.54         1.67         (0.12 )       (0.59 )       (0.71 )       11.18         17.01         442,318         1.54         1.55         1.24 (e)       60  

Year ended 08/31/13

      8.87         0.09         1.39         1.48         (0.13 )               (0.13 )       10.22         16.90         570,146         1.53         1.54         0.99         26  

Year ended 08/31/12

      8.04         0.15         0.83         0.98         (0.15 )               (0.15 )       8.87         12.36         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 (f)       1,014,527         0.84 (f)       0.98 (f)       1.71 (f)       22  

Class C

                                                       

Year ended 08/31/15

      11.24         0.07         (0.33 )       (0.26 )       (0.20 )       (0.95 )       (1.15 )       9.83         (2.48 )       1,667,769         1.54 (d)       1.55 (d)       0.63 (d)       69  

Year ended 08/31/14

      10.27         0.13 (e)       1.55         1.68         (0.12 )       (0.59 )       (0.71 )       11.24         17.03         1,624,965         1.54         1.55         1.24 (e)       60  

Year ended 08/31/13

      8.91         0.10         1.40         1.50         (0.14 )               (0.14 )       10.27         16.95         1,284,225         1.53         1.54         0.99         26  

Year ended 08/31/12

      8.07         0.11         0.83         0.94         (0.10 )               (0.10 )       8.91         11.77 (g)       1,157,325         1.54 (g)       1.54 (g)       1.31 (g)       21  

Year ended 08/31/11

      7.42         0.09         0.65         0.74         (0.09 )               (0.09 )       8.07         9.95 (g)       1,216,936         1.54 (g)       1.54 (g)       1.01 (g)       22  

Class R

                                                       

Year ended 08/31/15

      11.47         0.13         (0.34 )       (0.21 )       (0.26 )       (0.95 )       (1.21 )       10.05         (1.98 )       221,987         1.04 (d)       1.05 (d)       1.13 (d)       69  

Year ended 08/31/14

      10.47         0.19 (e)       1.58         1.77         (0.18 )       (0.59 )       (0.77 )       11.47         17.60         232,455         1.04         1.05         1.74 (e)       60  

Year ended 08/31/13

      9.08         0.15         1.43         1.58         (0.19 )               (0.19 )       10.47         17.57         193,610         1.03         1.04         1.49         26  

Year ended 08/31/12

      8.23         0.15         0.85         1.00         (0.15 )               (0.15 )       9.08         12.23         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         182,135         1.06         1.06         1.49         22  

Class Y

                                                       

Year ended 08/31/15

      11.43         0.17         (0.33 )       (0.16 )       (0.31 )       (0.95 )       (1.26 )       10.01         (1.49 )       784,238         0.54 (d)       0.55 (d)       1.63 (d)       69  

Year ended 08/31/14

      10.43         0.24 (e)       1.58         1.82         (0.23 )       (0.59 )       (0.82 )       11.43         18.25         719,931         0.54         0.55         2.24 (e)       60  

Year ended 08/31/13

      9.05         0.20         1.41         1.61         (0.23 )               (0.23 )       10.43         18.10         477,207         0.53         0.54         1.99         26  

Year ended 08/31/12

      8.20         0.20         0.84         1.04         (0.19 )               (0.19 )       9.05         12.83         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         422,009         0.56         0.56         1.99         22  

Class R5

                                                       

Year ended 08/31/15

      11.43         0.18         (0.32 )       (0.14 )       (0.32 )       (0.95 )       (1.27 )       10.02         (1.32 )       411,579         0.47 (d)       0.48 (d)       1.70 (d)       69  

Year ended 08/31/14

      10.43         0.25 (e)       1.58         1.83         (0.24 )       (0.59 )       (0.83 )       11.43         18.33         402,366         0.48         0.49         2.30 (e)       60  

Year ended 08/31/13

      9.05         0.20         1.42         1.62         (0.24 )               (0.24 )       10.43         18.17         241,540         0.47         0.48         2.05         26  

Year ended 08/31/12

      8.20         0.21         0.84         1.05         (0.20 )               (0.20 )       9.05         12.96         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         156,096         0.39         0.39         2.16         22  

Class R6

                                                       

Year ended 08/31/15

      11.43         0.19         (0.33 )       (0.14 )       (0.33 )       (0.95 )       (1.28 )       10.01         (1.33 )       191,328         0.37 (d)       0.38 (d)       1.80 (d)       69  

Year ended 08/31/14

      10.43         0.26 (e)       1.58         1.84         (0.25 )       (0.59 )       (0.84 )       11.43         18.44         149,346         0.39         0.40         2.39 (e)       60  

Year ended 08/31/13(h)

      9.27         0.21         1.14         1.35         (0.19 )               (0.19 )       10.43         14.81         37,884         0.37 (i)       0.38 (i)       2.15 (i)       26  

 

(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 $10,208,819, $363,318, $1,680,212, $233,026, $775,006, $433,625 and $162,423 for Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.
(e)  Net investment income per share and the ratio of net investment income to average net assets includes significant dividends received during the period. Net investment income per share and the ratio of net investment income to average net assets excluding the significant dividends are $0.16 and 1.47%, $0.07 and 0.72%, $0.07 and 0.72%, $0.13 and 1.22%, $0.18 and 1.72%, $0.19 and 1.78% and $0.20 and 1.87% for Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.
(f)  The total return, ratio of expenses to average net assets and ratio of net investment income to average net assets reflect actual 12b-1 fees of 0.28% for the year ended August 31, 2011.
(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 0.99% and 0.97% for the years ended August 31, 2012 and August 31, 2011, respectively.
(h)  Commencement date of September 24, 2012.
(i)  Annualized.

 

33                         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, 2015, 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, 2015 by correspondence with the custodian and brokers, and the application of alternative auditing procedures where confirmations of security purchases have not been received, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

October 27, 2015

Houston, Texas

 

34                         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, 2015 through August 31, 2015.

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
(03/01/15)
    ACTUAL    

HYPOTHETICAL

(5% annual return before

expenses)

    Annualized
Expense
Ratio
 
    Ending
Account Value
(08/31/15)1
    Expenses
Paid During
Period2
    Ending
Account Value
(08/31/15)
    Expenses
Paid During
Period2
   
A   $ 1,000.00      $ 964.60      $ 3.91      $ 1,021.22      $ 4.02        0.79
B     1,000.00        960.90        7.61        1,017.44        7.83        1.54   
C     1,000.00        960.20        7.61        1,017.44        7.83        1.54   
R     1,000.00        962.60        5.14        1,019.96        5.30        1.04   
Y     1,000.00        965.80        2.68        1,022.48        2.75        0.54   
R5     1,000.00        966.20        2.33        1,022.84        2.40        0.47   
R6     1,000.00        965.70        1.83        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, 2015 through August 31, 2015, 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.

 

35                         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 agreements. During contract renewal meetings held on June 9-10, 2015, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% of the Board, voting separately, approved the continuance for the Fund of the Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) and the Master Intergroup Sub-Advisory Contract for Mutual Funds with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited , Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts) for another year, effective July 1, 2015.

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 Board determined that continuation of the Fund’s investment advisory agreement and the sub-advisory contracts is in the best interest of the Fund and its shareholders and that 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 performance and investment management services provided by Invesco Advisers and the Affiliated Sub-Advisers to 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 Board had the benefit of reports form the Sub-Committees and Investments Committee throughout the year in considering approval of the continuance of each Invesco Fund’s investment advisory agreement and sub-advisory contracts for another year.

During the contract renewal process, the Board receives 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 Board also receives a report and this 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. 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.

The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation. 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 is a summary of 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 10, 2015, and does not reflect consideration of factors that became known to the Board after that date.

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. 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. 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, valuation and legal and compliance.

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 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 Class A shares of the Fund was in the first quintile of its performance universe for the one, three and five year periods (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that performance of Class A shares

 

 

36                         Invesco Equity and Income Fund


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, but that Lipper does not provide information on a fund by fund basis as to what is included. The Board noted 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 rate was below the rate of one such mutual fund. The Board also noted how the Fund’s rate compared to the effective sub-adviser fee rate of three mutual funds sub-advised by Invesco Advisers. The Board noted that Invesco Advisers and the Affiliated Sub-Advisers do not advise other client accounts that are managed using an investment process substantially similar to the investment process used for 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.

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. 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 Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its affiliates 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. 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 providing 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; and that the services are required for the operation of the Fund.

The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research 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 that it receives 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 with respect to investments in the affiliated money market 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 amount of advisory fees received by Invesco Advisors from the Fund’s investment of cash collateral from any securities lending arrangements in the affiliated money market funds is fair and reasonable.

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

 

 

37                         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, 2015:

 

Federal and State Income Tax

 

Long-Term Capital Gain Distributions

  $ 1,058,948,660   

Qualified Dividend Income*

    67.98

Corporate Dividends Received Deduction*

    43.43

U.S. Treasury Obligations*

    4.14

 

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

 

Non-Resident Alien Shareholders

 

Qualified Short-Term Gains

  $ 88,687,889   

 

38                         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).

  144   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), Invesco Canada Holdings Inc. (holding company), Trimark Investments Ltd./Placements Trimark Ltèe and Invesco Financial Services Ltd/Services Financiers Invesco Ltèe; Chief Executive Officer, Invesco Corporate Class 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), Short-Term Investments Trust and Invesco Management Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management 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: Chief Executive Officer, Invesco Canada Fund Inc (corporate mutual fund company); 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; 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), and Short-Term Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc..

  144   None

 

1  Mr. Flanagan is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) 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.

 

2  Mr. Taylor is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer and a director of the Adviser.

 

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; Chairman, Board of Governors of INTELSAT (international communications company); ACE Limited (insurance company); Independent Directors Council and Investment Company Institute

  144   ALPS (Attorneys Liability Protection Society) (insurance company) and Globe Specialty Metals, Inc. (metallurgical company)

David C. Arch — 1945

Trustee

  2010   Chairman of Blistex Inc., a consumer health care products manufacturer   144   Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan; Member of the Audit Committee of the Edward-Elmhurst Hospital

James T. Bunch — 1942

Trustee

  2000  

Managing Member, Grumman Hill Group LLC (family office/private equity investments)

 

Formerly: Founder, Green Manning & Bunch Ltd. (investment banking firm) (1988-2010); Executive Committee, United States Golf Association; and Chairman, Board of Governors, Western Golf Association

  144   Chairman of the Board of Trustees, Evans Scholars Foundation; and Chairman of the Board, 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

  144   Director of Quidel Corporation and Stericycle, 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); Nature’s Sunshine Products, Inc. and Reich & Tang Funds (5 portfolios) (registered investment company)

 

Formerly: Director, Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company); 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)

  144   Director of: Nature’s Sunshine Products, Inc., Reich & Tang Funds, Homeowners of America Holding Corporation/ Homeowners of America Insurance Company, the Boss Group

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

  144   Insperity, Inc. (formerly known as Administaff)

Prema Mathai-Davis — 1950

Trustee

  2003   Retired. Formerly: Chief Executive Officer, YWCA of the U.S.A.   144   None

Larry Soll — 1942

Trustee

  1997   Retired. Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)   144   None

Hugo F. Sonnenschein — 1940

Trustee

  2010   President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to 2000, President of the University of Chicago   144   Trustee of the University of Rochester and a member of its investment committee; Member of the National Academy of Sciences and the American Philosophical Society; Fellow of the American Academy of Arts and Sciences
Raymond Stickel, Jr. — 1944 Trustee   2005   Retired. Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche   144   None

 

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)

Suzanne H. Woolsey — 1941

Trustee

  2014   Chief Executive Officer of Woolsey Partners LLC   144   Emeritus Chair of the Board of Trustees of the Institute for Defense Analyses; Trustee of Colorado College; Trustee of California Institute of Technology; Prior to 2014, Director of Fluor Corp.; Prior to 2010, Trustee of the German Marshall Fund of the United States; Prior to 2010 Trustee of the Rocky Mountain Institute
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; Managing Director, 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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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
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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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

 

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)                
Karen Dunn Kelley — 1960
Vice President
  2003  

Senior Managing Director, Investments, Invesco Ltd.; 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; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust); and President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust only)

 

Formerly: Director and President, INVESCO Asset Management (Bermuda) Ltd., 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.; 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), and Short-Term Investments Trust only)

  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, and PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Commodity Fund Trust; Anti-Money Laundering Compliance Officer and Bank Secrecy Act Officer, INVESCO National Trust Company and Invesco Trust Company; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, Inc..   N/A   N/A

Lisa O. Brinkley — 1959

Chief Compliance Officer

  2004  

Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A., Inc.); and Chief Compliance Officer, The Invesco Funds

 

Formerly: Global Assurance Officer, Invesco Ltd. and Vice President, The Invesco Funds; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company.

  N/A   N/A

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

1000 Louisiana Street, Suite 5800

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


 

LOGO

 

 

Invesco mailing information

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

 

 

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.

   LOGO

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


 

 

 

LOGO

 

 

 

 

 

Annual Report to Shareholders

 

   August 31, 2015
 

 

Invesco Floating Rate Fund

 

 

Nasdaq:

A: AFRAX ¡ C: AFRCX ¡ R: AFRRX ¡ Y: AFRYX ¡ R5: AFRIX ¡ R6: AFRFX

 

LOGO


 

Letters to Shareholders

 

LOGO

Philip Taylor

  

Dear Shareholders:

This annual report includes information about your Fund, including performance data and a complete list of its investments as of the close of the reporting period. Inside is a discussion of how your Fund was managed and the factors that affected its performance during the reporting period. I hope you find this report of interest.

The US economy expanded and unemployment declined throughout the reporting period. The sharp drop in oil prices that began in mid-2014 continued to benefit consumers, but a strong US dollar crimped corporate profits. The US Federal Reserve signaled that it was increasingly likely to raise interest rates, based on generally positive economic data, but uncertainty remained about when it would act. Overseas, the story was much different. Low energy prices hurt the economies of some oil-producing nations, such as Brazil and Russia. During the reporting period, the European Central Bank as well as central banks in China and

Japan – among other countries – either instituted or maintained extraordinarily accommodative monetary policies in response to economic weakness.

Investor uncertainty, such as we saw for much of the reporting period – and market volatility, such as we saw at the end of the reporting period – are unfortunate facts of life when it comes to investing. Some investors use these things as excuses to delay saving and investing for their long-term financial goals. That’s why Invesco encourages investors to work with a professional financial adviser who can stress the importance of starting to save and invest early and the importance of adhering to a disciplined investment plan – when times are good and when they’re uncertain. A financial adviser who knows your unique financial situation, investment goals and risk tolerance can be an invaluable partner as you seek to achieve your financial goals. He or she can offer a long-term perspective when markets are volatile and time-tested advice and guidance when your financial situation or investment goals change.

Timely information when and where you want it

Invesco’s efforts to help investors achieve their financial objectives include providing individual investors and financial professionals with timely information about the markets, the economy and investing – whenever and wherever they want it.

Our website, invesco.com/us, offers a wide range of market insights and investment perspectives. On the website, you’ll find detailed information about our funds, including prices, performance, holdings and portfolio manager commentaries. You can access information about your account by completing a simple, secure online registration. Click on the “Need to register” link in the “Account Access” box on our homepage to get started.

Invesco’s mobile apps for iPhone® and iPad® (both available free from the App StoreSM) allow you to obtain the same detailed information, monitor your account and create customizable watch lists. Also, they allow you to access investment insights from our investment leaders, market strategists, economists and retirement experts. You can sign up to be alerted when new commentary is added, and you can watch portfolio manager videos and have instant access to Invesco news and updates wherever you may be.

In addition to the resources accessible on our website and through our mobile app, you can obtain timely updates to help you stay informed about the markets, the economy and investing by connecting with Invesco on Twitter, LinkedIn or Facebook. You can access our blog at blog.invesco.us.com. Our goal is to provide you the information you want, when and where you want it.

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,

 

LOGO

Philip Taylor

Senior Managing Director, Invesco Ltd.

 

iPhone and iPad are trademarks of Apple Inc., registered in the US and other countries. App Store is a service mark of Apple Inc. Invesco Distributors, Inc. is not affiliated with Apple Inc.

 

2                         Invesco Floating Rate Fund


LOGO

Bruce Crockett

    

Dear Fellow Shareholders:

Among the many important lessons I’ve learned in more than 40 years in a variety of business endeavors is the value of a trusted advocate.

As independent chair of the Invesco Funds Board, I can assure you that the members of the Board are strong advocates for the interests of investors in Invesco’s mutual funds. We work hard to represent your interests through oversight of the quality of the investment management services your funds receive and other matters important to your investment, including but not limited to:

n Ensuring that Invesco offers a diverse lineup of mutual funds that your financial adviser can use to strive to meet your financial needs as your investment goals change over time.

n Monitoring how the portfolio management teams of the Invesco funds are performing in light of changing economic and market conditions.

    
n  

Assessing each portfolio management team’s investment performance within the context of the investment strategy described in the fund’s prospectus.

n  

Monitoring for potential conflicts of interests that may impact the nature of the services that your funds receive.

We believe one of the most important services we provide our fund shareholders is the annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This review is required by the Investment Company Act of 1940 and focuses on the nature and quality of the services Invesco provides as the adviser to the Invesco funds and the reasonableness of the fees that it charges for those services. Each year, we spend months carefully reviewing information received from Invesco and a variety of independent sources, such as performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field. We also meet with our independent legal counsel and other independent advisers to review and help us assess the information that we have received. Our goal is to assure that you receive quality investment management services for a reasonable fee.

I trust the measures outlined above provide assurance that you have a worthy advocate when it comes to choosing the Invesco Funds.

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,

 

LOGO

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, 2015, Class A shares of Invesco Floating Rate Fund (the Fund), at net asset value (NAV), underperformed the Fund’s broad market and style-specific indexes. 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, 8/31/14 to 8/31/15, 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

     -0.42

Class C Shares

     -1.07   

Class R Shares

     -0.79   

Class Y Shares

     -0.31   

Class R5 Shares

     -0.29   

Class R6 Shares

     -0.06   

Barclays U.S. Aggregate Indexq (Broad Market Index)

     1.56   

Credit Suisse Leveraged Loan Indexn (Style-Specific Index)

     1.39   

Lipper Loan Participation Funds Classification Average¿ (Peer Group)

     0.23   
Source(s): qFactSet Research Systems Inc.; n Bloomberg LP; ¿Lipper Inc.   

 

 

 

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 an absolute level with the vast majority of loans trading at or near par. At the same time, credit-specific weakness in a number of names caused the average price of loans to drop to $96.89 at the end of the fiscal year, according to the S&P/LSTA Leveraged Loan Index.1 Given the price at the end of the fiscal year, senior secured loans were providing a 5.91% yield.1 While loans continued to show correlation with equities and other high-risk assets, loans experienced meaningfully lower levels of volatility. Some of the lack of loan volatility was a function of a generally

benign credit environment and a low default rate. Additionally, loan prices were supported by strong technicals as loan demand remained robust throughout the fiscal year. This demand principally came from:

n  

Collateralized loan obligation (CLO) issuance, which during the fiscal year remained strong with total inflows of $125.12 billion.2

n  

Net retail flows that were muted at -$28.33 billion during the same period.2

n  

Institutional flows.

Corporate issuers in the senior secured loan market have benefited from robust capital markets since 2009, and issuers have generally maintained good credit performance, strengthened their balance

 

sheets, improved liquidity and addressed near-term maturities. The trailing 12-month default rate by principal amounted to 1.30% through August 31, 2015.1 The trailing 12-month default rate was well below the long-term average of 3.19% and the calendar year 2015 outlook for defaults remains benign as there are few near-term catalysts.1

    Despite loans’ negative performance during several months of the Fund’s fiscal year, the asset class continued to be an effective diversifier – providing relatively lower volatility than other credit-based assets during August 2015 and posting relatively strong performance on a 2015 calendar year-to-date basis.3

    While direct exposure to China and commodities was muted for the loan asset class, the recent softness in loans was in part the result of contagion. Concerns regarding global growth induced volatility in credit-based assets, declining oil/commodity prices further pressured high yield bond prices, and redemptions in high yield bonds and loan retail funds pushed prices lower. In periods in which the market is selling off, loans typically perform in sympathy with broader capital markets but the senior position in the capital structure and secured status can help lower volatility as the structural features serve as a form of protection.

    We managed the Fund with a view toward taking advantage of what appeared to be an expanding (albeit slowly) economy, an absence of corporate restructurings, and strong demand for floating rate assets from investors concerned about how rising interest rates might impact the market value of longer-dated fixed income investments.

 

 

 

Portfolio Composition*

By credit quality

 

        

BBB

     0.6

BBB-

     2.2   

BB+

     7.6   

BB

     14.0   

BB-

     15.7   

B+

     14.5   

B

     24.3   

B-

     8.8   

CCC+

     7.1   

CCC

     0.7   

D

     0.5   

NR

     3.6   

Equity

     0.4   

 

Top 10 Debt Issuers*

 

  

  1.

  Asurion LLC      2.1

  2.

  Level 3 Communications, Inc.      1.8   

  3.

  First Data Corp.      1.8   

  4.

  iHeart Communications, Inc.      1.8   

  5.

  Realogy Corp.      1.3   

  6.

 

Valeant Pharmaceutical

International, Inc.

     1.3   

  7.

  Federal-Mogul Corp.      1.3   

  8.

  Freescale Semiconductor Inc.      1.3   

  9.

  Transdigm Inc.      1.2   

10.

  Alpha Topco Ltd.      1.2   

Total Net Assets

   $ 2.3 billion        

Total Number of Holdings*

     659      

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

* Excluding money market fund holdings.

 

Source: Standard & Poor’s. A credit rating is an assessment provided by a nationally recognized statistical rating organization (NRSRO) of the creditworthiness of an issuer with respect to debt obligations, including specific securities, money market instruments or other debts. Ratings are measured on a scale that generally ranges from AAA (highest) to D (lowest); ratings are subject to change without notice. “Non-Rated” indicates the debtor was not rated, and should not be interpreted as indicating low quality. For more information on Standard and Poor’s rating methodology, please visit standardandpoors.com and select “Understanding Ratings” under Rating Resources on the homepage.

 

 

4                         Invesco Floating Rate Fund


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 ben-efited from some of the newer primary institutional loans which exhibited low levels of market volatility during the reporting period and were sold at prices that offered, in our opinion, above-market returns for the associated risk.

We seek to efficiently allocate risk within the portfolio in order to maximize risk-adjusted returns through five different considerations consisting of credit selection, sector migration, risk positioning, asset selection and trading. While we were successful in this approach for the majority of the Fund’s fiscal year, security selection proved to be a detractor from the Fund’s performance beginning in June. More specifically, one position, Millennium Laboratories, was a key driver of the Fund’s underperformance. Additionally, several positions in the oil and gas sector were major causes of underperformance.

The Fund’s allocations to information technology, food and tobacco, and service companies were the top three leading contributors to Fund performance. More specifically, by individual credit investments the top three contributors to Fund returns were Scientific Games, Asurion and First Data. The Fund’s allocation to structured products and reorganized equities, although small, added to relative performance versus the Fund’s style-specific index, the Credit Suisse Leveraged Loan Index. The Fund’s allocation to recent primary deals, broadly speaking, also contributed to relative Fund performance.

The Fund’s allocations to energy, metals and mining, utility and health care companies all detracted from

Fund performance on a sector basis. On an individual name basis, detractors from returns included Millennium Laboratories, Seadrill, Fieldwood and Texas Competitive Electric Holdings Co. Additionally, on a credit specific basis, our investments in Getty Images and Weight Watchers both hurt Fund performance.

Senior secured loans are an asset class that behaves differently from many traditional fixed income investments. The interest income generated by a portfolio of senior secured loans is usually determined by a fixed credit spread over the London Interbank Offered Rate (Libor). Because senior secured loans generally

have a very short duration and the coupons or interest rates are usually adjusted every 30 to 90 days as Libor changes, the yield on the portfolio adjusts. Interest rate risk refers to the tendency for traditional fixed income prices to decline when interest rates rise. For senior secured loans, however, interest rates and income are variable and the prices of loans are therefore less sensitive to interest rate changes than traditional fixed income bonds – and senior secured loans can provide a natural hedge against rising interest rates.

We are monitoring interest rates, the market and economic and geopolitical factors that may impact the direction, speed and magnitude of changes to interest rates across the maturity spectrum, including the potential impact of monetary policy changes by the Federal Reserve and certain central banks. If interest rates rise, markets may experience increased volatility, which may affect the value and/or liquidity of certain of the Fund’s investments or the market price of the Fund’s shares.

As always, we appreciate your continued participation in Invesco Floating Rate Fund.

 

1 Source: Standard & Poor’s
2 Source: J.P. Morgan
3 Source: Credit Suisse

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.

LOGO

  

Tom Ewald

Portfolio Manager, is lead manager of Invesco Floating Rate Fund. He joined Invesco or its investment advisory

affiliates in 2000. Mr. Ewald earned a BA from Harvard College and an MBA from the University of Virginia Darden School of Business.

LOGO

  

Scott Baskind

Portfolio Manager, is manager of Invesco Floating Rate Fund. He joined Invesco or its investment advisory affiliates in

1999. Mr. Baskind earned a BS in business administration from University at Albany, The State University of New York.

LOGO

  

Philip Yarrow

Chartered Financial Analyst, Portfolio Manager, is manager of Invesco Floating Rate Fund. He joined Invesco in

2010. Mr. Yarrow earned a BS in mathematics and economics from The University of Nottingham and a Master of Management degree in finance from Northwestern 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 8/31/05

 

 

LOGO

 

1   Source: Bloomberg LP
2   Source: FactSet Research Systems Inc.
3   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 and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.

 

 

6                         Invesco Floating Rate Fund


 

Average Annual Total Returns

As of 8/31/15, including maximum applicable sales charges

 

Class A Shares

        

Inception (5/1/97)

     3.95

10 Years

     3.36   

  5 Years

     4.34   

  1 Year

     -2.87   

Class C Shares

        

Inception (3/31/00)

     3.29

10 Years

     3.10   

  5 Years

     4.32   

  1 Year

     -2.02   

Class R Shares

        

10 Years

     3.39

  5 Years

     4.58   

  1 Year

     -0.79   

Class Y Shares

        

10 Years

     3.76

  5 Years

     5.10   

  1 Year

     -0.31   

Class R5 Shares

        

10 Years

     3.92

  5 Years

     5.17   

  1 Year

     -0.29   

Class R6 Shares

        

10 Years

     3.72

  5 Years

     5.08   

  1 Year

     -0.06   

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.

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.

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 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 R5 shares incepted on April 13, 2006. Performance shown prior to that date is that of Class A shares and

 

Average Annual Total Returns

As of 6/30/15, the most recent calendar quarter end, including maximum applicable sales charges

 

Class A Shares

        

Inception (5/1/97)

     4.06

10 Years

     3.63   

  5 Years

     5.05   

  1 Year

     -1.49   

Class C Shares

        

Inception (3/31/00)

     3.42

10 Years

     3.37   

  5 Years

     5.06   

  1 Year

     -0.50   

Class R Shares

        

10 Years

     3.66

  5 Years

     5.32   

  1 Year

     0.73   

Class Y Shares

        

10 Years

     4.04

  5 Years

     5.88   

  1 Year

     1.35   

Class R5 Shares

        

10 Years

     4.20

  5 Years

     5.92   

  1 Year

     1.38   

Class R6 Shares

        

10 Years

     3.99

  5 Years

     5.79   

  1 Year

     1.34   

includes the 12b-1 fees applicable to Class A shares.

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.

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 C, Class R, Class Y, Class R5 and Class R6 shares was 1.04%, 1.54%, 1.29%,

0.79%, 0.77% and 0.70%, respectively.1 The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares was 1.05%, 1.55%, 1.30%, 0.80%, 0.78% and 0.71%, 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.

Fund performance reflects any applicable fee waivers and/or expense reimbursements. Had the adviser not waived fees and/or reimbursed expenses currently or in the past, returns would have been lower. See current prospectus for more information.

 

1 Total annual Fund operating expenses after any contractual fee waivers and/or expense reimbursements by the adviser in effect through at least June 30, 2017. See current prospectus for more information.
 

 

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, 2015, and is based on total net assets.

n  

Unless otherwise noted, all data provided by Invesco.

n  

To access your Fund’s reports/prospectus, visit invesco.com/fundreports.

 

 

About share classes

n  

As of the close of business on April 13, 2006, Invesco Floating Rate Fund reorganized from a Closed-End Fund to an Open-End Fund. Information presented for Class A shares prior to the reorganization includes financial data for Class B shares of the Closed-End Fund. Information presented for Class C shares prior to the reorganization includes financial data for Class C shares of the Closed-End Fund.

n  

On July 27, 2006, all Class B1 shares converted into Class A shares.

n  

Class R shares are 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. Please see the prospectus for more information.

 

 

Principal risks of investing

in the Fund

n  

Borrowing risk. Borrowing money to buy securities exposes the Fund to leverage because the Fund can achieve a return on a capital base larger than the assets that shareholders have contributed to the Fund. Borrowing may cause the Fund to be more volatile because it may exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities. Borrowing may also cause the Fund to liquidate positions when it may not be advantageous to do so. In addition, borrowing will cause the Fund to incur interest expenses and other fees. There can be no assurance that the Fund’s borrowing strategy will be successful.

n  

Changing fixed income market conditions risk. The current low interest rate environment was created in part by the Federal Reserve Board (FRB) and certain

 

foreign central banks keeping the federal funds and equivalent foreign rates at or near zero. There is a risk that interest rates will rise when the FRB and central banks raise these rates. This risk is heightened due to the completion of the FRB’s quantitative easing program and the “tapering” of other similar foreign central bank actions. This eventual increase in the federal funds and equivalent foreign rates may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. In addition, decreases in fixed income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed income markets. As a result, the value of the Fund’s investments and share price may decline. Changes in central bank policies could also result in higher than normal shareholder redemptions, which could potentially increase portfolio turnover and the Fund’s transaction costs.

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  

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

 

 

 

 

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

  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. Even in the case of collateralized debt obligations, there is no assurance that the sale of collateral would raise enough cash to satisfy an issuer’s payment obligations or that the collateral can or will be liquidated.

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 value of a derivative instrument depends largely on (and is derived from) the value of an underlying security, currency, commodity, interest rate, index or other asset (each referred to as an underlying asset). In addition to risks relating to the underlying assets, the use of derivatives may include other, possibly greater, risks, including counterparty, leverage and liquidity risks. Counter-party risk is the risk that the counter-party to the derivative contract will default on its obligation to pay the Fund the amount owed or otherwise perform under the derivative contract. Derivatives create leverage risk because they do not require payment up front equal to the economic exposure created by owning the derivative. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative, which may make the Fund’s returns more volatile and increase the risk of loss. Derivative instruments may also be less liquid than more traditional investments and the Fund may be unable to sell or close out its derivative positions at a desirable

 

 

8                         Invesco Floating Rate Fund


time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. Derivatives may also be harder to value, less tax efficient and subject to changing government regulation that could impact the Fund’s ability to use certain derivatives or their cost. Also, derivatives used for hedging or to gain or limit exposure to a particular market segment may not provide the expected benefits, particularly during adverse market conditions.

n  

Floating rate risk. The Fund may invest in 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 the 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 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 may be unable to sell at the preferred time or price and could lose its entire investment in such securities. The majority of the Fund’s assets are likely to be invested in loans and securities that are less liquid than those traded on national exchanges. The risks of illiquidity are particularly important when the Fund’s operations require cash, and may in certain circumstances require that the Fund borrow to meet short-term cash requirements. Illiquid securities are also difficult to value. 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 Credit Suisse Leveraged Loan Index represents tradable, senior-secured, US-dollar-denominated, noninvestment-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 S&P/LSTA Leveraged Loan Index is a broad index designed to reflect the performance of US dollar facilities in the leverage loan market.

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 (NAVs) 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 NAVs for shareholder transactions and the returns based on those NAVs may differ from the NAVs 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.

 

 

9                         Invesco Floating Rate Fund


Schedule of Investments

August 31, 2015

 

     Interest
Rate
    Maturity
Date
     Principal
Amount
(000)*
    
Value
 

Variable Rate Senior Loan Interests–88.74%(a)(b)

  

Aerospace & Defense–2.21%   

BE Aerospace Inc., Term Loan

    4.00     12/16/21             $ 1,961       $ 1,973,733   

Camp International Holding Co.,
First Lien Term Loan

    4.75     05/31/19         3,677         3,653,917   

Second Lien Term Loan

    8.25     11/30/19         258         258,252   

Consolidated Aerospace Manufacturing, LLC, Term Loan(c)

           08/11/22         2,393         2,387,311   

Element Materials Technology Group US Holdings Inc., Term Loan B

    5.00     08/06/21         961         963,394   

IAP Worldwide Services,
Revolver Loan(d)

    0.00     07/18/18         877         859,152   

Second Lien Term Loan

    8.00     07/18/19         1,026         1,030,943   

Landmark U.S. Holdings LLC,
Canadian Term Loan

    4.75     10/25/19         245         243,862   

First Lien Term Loan

    4.75     10/25/19         6,175         6,144,410   

PRV Aerospace, LLC, Term Loan

    6.50     05/09/18         1,782         1,764,417   

Sequa Corp., Term Loan

    5.25     06/19/17         4,501         3,843,707   

Transdigm Inc.,
Term Loan C

    3.75     02/28/20         11,587         11,489,902   

Term Loan D

    3.75     06/04/21         7,009         6,950,395   

Term Loan E

    3.50     05/14/22         10,230         10,131,549   
         51,694,944   
Air Transport–0.51%   

American Airlines, Inc., Term Loan

    3.25     06/26/20         4,004         3,972,494   

Delta Air Lines, Inc., Revolver Loan(d)

    0.00     10/18/17         1,145         1,111,943   

Gol LuxCo S.A. (Luxembourg), Term Loan(c)

           08/31/20         5,842         5,819,747   

United Continental Holdings, Inc., Term Loan B-1

    3.50     09/15/21         959         958,872   
         11,863,056   
Automotive–4.25%   

Affinia Group Inc., Term Loan B-2

    4.75     04/27/20         4,794         4,803,432   

Allison Transmission, Inc., Term Loan B-3

    3.50     08/23/19         1,076         1,075,012   

American Tire Distributors, Inc., Term Loan

    5.25     09/01/21         8,612         8,665,663   

Autoparts Holdings Ltd., First Lien Term Loan

    7.00     07/29/17         1,283         1,154,356   

BBB Industries, LLC,
First Lien Term Loan

    6.00     11/03/21         2,357         2,357,464   

Second Lien Term Loan

    9.75     11/03/22         1,033         1,010,131   

Dealer Tire, LLC, Term Loan

    5.50     12/22/21         2,571         2,592,103   

Dexter Axle Co., Term Loan

    4.50     02/28/20         3,447         3,425,476   

FCA US LLC, Term Loan

    3.50     05/24/17         2,034         2,033,399   

Federal-Mogul Corp., Term Loan C

    4.75     04/15/21         30,586         29,935,807   

Gates Global, LLC, Term Loan

    4.25     07/05/21         8,937         8,583,350   

Goodyear Tire & Rubber Co., Second Lien Term Loan

    3.75     04/30/19         1,462         1,468,503   

Henniges Automotive Holdings, Inc., Term Loan

    5.50     06/12/21         2,173         2,175,432   

Key Safety Systems, Inc., Term Loan

    4.75     08/29/21         652         651,343   

Midas Intermediate Holdco II, LLC,
Delayed Draw Term Loan

    4.50     08/18/21         235         235,712   

Term Loan

    4.50     08/18/21         2,088         2,091,948   

MPG Holdco I Inc., Term Loan B-1

    3.75     10/20/21         3,150         3,146,831   

Nelson Bidco Limited (United Kingdom), Second Lien Term Loan(c)

           12/17/22       GBP  1,000         1,547,160   

TI Group Automotive Systems, L.L.C., Term Loan

    4.50     06/25/22         6,914         6,893,056   

 

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
 
Automotive–(continued)          

Tower Automotive Holdings USA, LLC, Term Loan

    4.00     04/23/20             $ 5,920       $ 5,903,008   

Transtar Holding Co.,
First Lien Term Loan

    5.75     10/09/18         4,645         4,604,087   

Second Lien Term Loan

    10.00     10/09/19         1,654         1,608,142   

Wand Intermediate I L.P.,
First Lien Term Loan

    4.75     09/17/21         1,980         1,984,036   

Second Lien Term Loan

    8.25     09/19/22         1,406         1,399,021   
         99,344,472   
Beverage and Tobacco–0.06%   

Winebow Holdings, Inc., Second Lien Term Loan (Acquired 07/02/14; Cost $1,498,598)

    8.50     12/31/21         1,508         1,455,393   
Building & Development–2.35%          

ABC Supply Co., Inc., Term Loan B

    3.50     04/16/20         3,092         3,083,148   

Capital Automotive L.P., Second Lien Term Loan

    6.00     04/30/20         4,080         4,110,126   

Distribution International, Inc., First Lien Term Loan

    6.00     12/15/21         1,602         1,582,303   

Lake at Las Vegas Joint Venture, LLC,
Exit Revolver Loan(d)

    0.00     02/28/17         13         9,590   

PIK Exit Revolver Loan(e)

    5.00     02/28/17         153         115,475   

Mannington Mills, Inc., Term Loan

    4.75     10/01/21         1,162         1,165,381   

Mueller Water Products, Inc., Term Loan

    4.00     11/25/21         105         105,415   

Nortek, Inc., Incremental Term Loan 1

    3.50     10/30/20         1,711         1,702,430   

Quikrete Holdings, Inc., First Lien Term Loan

    4.00     09/28/20         9,428         9,394,883   

Re/Max International, Inc., Term Loan

    4.25     07/31/20         2,748         2,757,383   

Realogy Corp.,
Revolver Loan(d)

    0.00     03/05/18         5,984         5,774,207   

Synthetic LOC

    4.45     10/10/16                 289   

Term Loan B

    3.75     03/05/20         25,334         25,286,807   
         55,087,437   
Business Equipment & Services–9.59%   

Accelya International S.A. (Luxembourg),
Term Loan A-1

    5.03     03/06/20         2,272         2,266,237   

Term Loan A-2

    5.03     03/06/20         785         783,140   

Acosta, Inc., Term Loan B-1

    4.25     09/26/21         4,394         4,357,707   

Asurion LLC,
Incremental Term Loan B-2

    4.25     07/08/20         19,855         19,414,200   

Second Lien Incremental Term Loan

    8.50     03/03/21         27,005         26,554,873   

Incremental Term Loan B-4

    5.00     08/04/22         2,695         2,672,208   

AVSC Holding Corp., First Lien Term Loan

    4.50     01/24/21         2,464         2,451,115   

Brickman Group Ltd. LLC,
First Lien Term Loan

    4.00     12/18/20         1,718         1,696,272   

Second Lien Term Loan

    7.50     12/17/21         1,110         1,088,698   

Brock Holdings III, Inc., First Lien Term Loan

    6.00     03/16/17         225         219,790   

Caraustar Industries, Inc.,
Incremental Term Loan

    8.00     05/01/19         5,843         5,847,725   

Incremental Term Loan

    8.00     05/01/19         330         329,905   

Cast and Crew Payroll, LLC, Term Loan

    4.75     08/12/22         1,624         1,617,601   

Checkout Holding Corp.,
Second Lien Term Loan

    7.75     04/11/22         4,379         3,078,096   

Term Loan B

    4.50     04/09/21         7,492         6,705,571   

Connolly, LLC, Second Lien Term Loan

    8.00     05/14/22         3,931         3,948,002   

 

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
 
Business Equipment & Services–(continued)          

Crossmark Holdings, Inc.,
First Lien Term Loan

    4.50     12/20/19             $ 4,590       $ 4,080,434   

Second Lien Term Loan

    8.75     12/21/20         576         466,909   

Dream Secured BondCo AB (Sweden), Mezzanine Loan(c)

           08/15/19       EUR  4,000         4,617,650   

Emdeon Inc., Term Loan B-2

    3.75     11/02/18         3,885         3,879,624   

Expert Global Solutions, Inc., First Lien Term Loan B

    8.50     04/03/18         3,809         3,804,233   

First Data Corp., Second Lien
Term Loan

    3.70     03/24/17         10,732         10,716,342   

Term Loan

    3.70     03/24/18         24,815         24,667,754   

Term Loan

    3.70     09/24/18         3,107         3,088,465   

Term Loan

    4.20     03/24/21         969         969,286   

Term Loan

    3.95     07/08/22         1,069         1,064,012   

Genesys Telecom Holdings, U.S., Inc.,
Term Loan

    4.00     02/08/20         785         782,720   

Term Loan 2

    4.50     11/13/20         5,045         5,045,086   

Global Healthcare Exchange, LLC, Term Loan(c)

           08/15/22         1,552         1,556,370   

Inmar, Inc.,
Second Lien Term Loan

    8.00     01/27/22         306         299,938   

Term Loan

    4.25     01/27/21         1,712         1,695,508   

Intertrust Group Holding B.V. (Netherlands),
Second Lien Term Loan 2

    8.00     04/16/22         3,172         3,180,967   

Term Loan B-5

    4.53     04/16/21         1,746         1,750,679   

Karman Buyer Corp.,
Second Lien Term Loan

    7.50     07/25/22         2,541         2,475,928   

Term Loan

    4.25     07/23/21         8,515         8,444,217   

Kronos Inc.,
First Lien Incremental Term Loan

    4.50     10/30/19         601         601,738   

Second Lien Term Loan

    9.75     04/30/20         1,710         1,744,319   

Learning Care Group (US) No. 2 Inc., Term Loan

    5.00     05/05/21         2,363         2,367,878   

LS Deco LLC, Term Loan B

    5.50     05/21/22         2,035         2,053,038   

Nuance Communications, Inc., Term Loan C

    2.95     08/07/19         6,059         6,021,434   

Prime Security Services Borrower, LLC,
First Lien Term Loan B

    5.00     07/01/21         3,496         3,497,977   

Second Lien Term Loan B

    9.75     07/01/22         1,317         1,305,935   

Sensus USA, Inc., First Lien Term Loan

    4.50     05/09/17         3,322         3,317,401   

ServiceMaster Co., (The), Term Loan

    4.25     07/01/21         1,403         1,400,003   

Spin Holdco Inc., First Lien Term Loan

    4.25     11/14/19         16,928         16,748,437   

Stiphout Finance LLC,
Second Lien Term Loan(c)

           01/01/23         1,020         1,022,392   

Term Loan(c)

           01/01/22         1,989         1,993,328   

SunGard Data Systems Inc., Term Loan C

    3.94     02/28/17         791         791,237   

TNS Inc.,
First Lien Term Loan

    5.00     02/14/20         4,032         4,043,671   

Second Lien Term Loan

    9.00     08/14/20         241         239,589   

Trans Union LLC, Term Loan B-2

    3.50     04/09/21         9,057         9,003,356   

Wash MultiFamily Acquisition Inc.,
First Lien Canadian Term Loan

    4.25     05/14/22         357         354,743   

First Lien Term Loan

    4.25     05/14/22         2,036         2,025,608   

Second Lien Canadian Term Loan

    8.00     05/12/23         39         39,154   

Second Lien Term Loan

    8.00     05/14/23         222         223,548   
         224,412,048   

 

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
 
Cable & Satellite Television–3.81%   

Altice Financing SA (Luxembourg),
Term Loan

    5.50     07/02/19             $ 1,515       $ 1,524,943   

Term Loan(c)

           02/04/22       EUR  1,000         1,126,448   

Term Loan

    5.25     02/04/22         3,874         3,905,817   

Cequel Communications, LLC, Revolver Loan(d)

    0.00     02/14/17         9,469         9,303,184   

Charter Communications Operating, LLC, Term Loan I

    3.50     01/24/23         15,588         15,589,878   

ION Media Networks, Inc., Term Loan B-1

    4.75     12/18/20         2,743         2,749,365   

MCC Iowa LLC,
Term Loan H

    3.25     01/29/21         3,244         3,211,286   

Term Loan J

    3.75     06/30/21         1,854         1,851,695   

Mediacom Illinois LLC,
Term Loan E

    3.16     10/23/17         1,913         1,909,693   

Term Loan G

    3.50     06/30/21         2,243         2,239,850   

Numericable Group SA (France), Term Loan B-5

    4.00     07/31/22         2,224         2,219,029   

Quebecor Media Inc. (Canada), Term Loan B-1

    3.25     08/17/20         2,467         2,425,204   

Virgin Media Investment Holdings Ltd. (United Kingdom), Term Loan F

    3.50     06/30/23         13,995         13,865,305   

WideOpenWest Finance, LLC,
Term Loan B

    4.50     04/01/19         8,086         8,075,437   

Term Loan B-1

    3.75     07/17/17         921         919,424   

Ziggo B.V. (Netherlands),
Term Loan B-1

    3.50     01/15/22         6,854         6,775,437   

Term Loan B-2

    3.50     01/15/22         4,417         4,366,219   

Term Loan B-3

    3.50     01/15/22         7,264         7,180,871   
         89,239,085   
Chemicals & Plastics–3.26%   

Allnex & Cy S.C.A.,
Term Loan B-1

    4.50     10/03/19         566         566,947   

Term Loan B-2

    4.50     10/03/19         294         294,171   

Ascend Performance Materials Operations LLC, Term Loan B

    6.75     04/10/18         1,970         1,766,001   

Charter NEX US Holdings, Inc., First Lien Term Loan

    5.25     02/07/22         1,130         1,136,695   

Chemours Co. (The), Term Loan B

    3.75     05/12/22         4,050         3,919,270   

Chemstralia Finco LLC., Term Loan (Acquired 02/09/15; Cost $4,002,252)

    7.25     02/28/22         4,197         4,207,124   

Chromaflo Technologies Corp.,
First Lien Term Loan B

    4.50     12/02/19         346         336,975   

Second Lien Term Loan (Acquired 11/20/13; Cost $812,030)

    8.25     06/02/20         815         774,309   

Colouroz Investment LLC (Germany),
First Lien Term Loan B-2

    4.50     09/07/21         4,309         4,303,499   

Second Lien Term Loan B-2

    8.25     09/06/22         4,949         4,942,769   

Term Loan C

    4.50     09/07/21         712         712,533   

Constantinople Acquisition GmbH (Austria),
Term Loan B-1

    4.75     04/29/22         274         275,833   

Term Loan B-2

    4.75     04/29/22         1,409         1,416,441   

Eco Services Operations LLC, Term Loan

    4.75     12/04/21         2,190         2,184,230   

Ferro Corp., Term Loan (Acquired 08/04/14; Cost $1,352,946)

    4.00     07/31/21         1,359         1,358,747   

Gemini HDPE LLC, Term Loan

    4.75     08/07/21         1,606         1,609,112   

HII Holding Corp., First Lien Term Loan

    4.25     12/20/19         2,025         2,015,680   

Huntsman International LLC, Incremental Term Loan 1

    3.75     10/01/21         2,279         2,283,888   

Ineos Holdings Ltd.,
Term Loan

    3.75     05/04/18         8,256         8,234,412   

Term Loan

    4.25     03/31/22         1,115         1,114,204   

 

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
 
Chemicals & Plastics–(continued)   

MacDermid, Inc.,
First Lien Term Loan B

    4.50     06/07/20             $ 465       $ 465,147   

Term Loan B-2

    4.75     06/07/20         1,286         1,289,071   

OMNOVA Solutions, Inc., Term Loan B-1

    4.25     05/31/18         2,506         2,504,052   

Otter Products, LLC, Term Loan B

    5.75     06/03/20         6,157         6,059,769   

Oxea Finance LLC,
First Lien Term Loan B-2

    4.25     01/15/20         5,493         5,376,317   

Second Lien Term Loan

    8.25     07/15/20         1,557         1,466,348   

Prolampac Intermediate Inc.,
Second Lien Term Loan

    9.25     08/18/23         1,289         1,266,683   

Term Loan

    5.00     08/18/22         3,332         3,340,201   

Royal Holdings, Inc.,
Second Lien Term Loan

    8.50     06/19/23         660         661,251   

Term Loan

    4.50     06/19/22         387         386,078   

Styrolution US Holding LLC, First Lien Term Loan B-1

    6.50     11/07/19         6,957         7,009,072   

Tata Chemicals North America Inc., Term Loan

    3.75     08/07/20         1,559         1,559,540   

Trinseo Materials Finance, Inc., Term Loan B

    4.25     11/05/21         1,409         1,408,315   
         76,244,684   
Clothing & Textiles–1.10%   

ABG Intermediate Holdings 2 LLC,
First Lien Term Loan

    5.50     05/27/21         4,319         4,322,768   

Delayed Draw Incremental Term Loan(d)

    0.00     05/27/21         328         328,310   

Second Lien Delayed Draw Incremental Term Loan(d)

    0.00     05/23/22         99         99,052   

Second Lien Term Loan

    9.50     05/27/22         2,243         2,265,124   

Ascena Retail Group, Inc., Term Loan B(c)

           08/21/22         16,608         16,290,194   

Varsity Brands Holding Co., Inc., Term Loan

    5.00     12/11/21         2,484         2,494,391   
         25,799,839   
Conglomerates–0.65%   

CeramTec Acquisition Corp.,
Term Loan B-1

    4.25     08/30/20         3,231         3,232,769   

Term Loan B-2

    4.25     08/30/20         332         332,322   

Term Loan B-3

    4.25     08/30/20         978         978,431   

Epiq Systems, Inc., Term Loan

    4.50     08/27/20         5,350         5,336,205   

Jarden Corp., Term Loan B-2

    2.95     07/30/22         35         34,552   

Penn Engineering & Manufacturing Corp., Incremental Term Loan B

    4.00     08/30/21         125         124,568   

Spectrum Brands, Inc., Term Loan

    3.75     06/23/22         1,791         1,794,663   

Tekni-Plex, Inc.,
Second Lien Term Loan

    8.75     06/01/23         1,122         1,123,764   

Term Loan B-1

    4.50     06/01/22         2,175         2,169,001   
         15,126,275   
Containers & Glass Products–1.71%   

Berlin Packaging, LLC,
Second Lien Term Loan

    7.75     10/01/22         760         756,367   

Term Loan

    4.50     10/01/21         3,026         3,033,358   

Berry Plastics Group, Inc., Term Loan D

    3.50     02/08/20         15,383         15,182,060   

BWAY Holding Co., Term Loan

    5.50     08/14/20         2,702         2,708,322   

Consolidated Container Co. LLC, Term Loan

    5.00     07/03/19         930         885,631   

Devix US, Inc., First Lien Term Loan B

    4.25     05/02/21         1,852         1,852,828   

Duran Group (Germany), Term Loan C(c)

           11/28/19         2,621         2,627,752   

 

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
 
Containers & Glass Products–(continued)   

Hoffmaster Group, Inc.,
First Lien Term Loan

    5.25     05/09/20             $ 3,844       $ 3,840,799   

Second Lien Term Loan

    10.00     05/09/21         786         774,368   

Horizon Holdings III (France), Term Loan B(c)

           08/07/22       EUR  3,500         3,938,367   

Klockner Pentaplast of America, Inc.,
Term Loan

    5.00     04/28/20         1,267         1,270,607   

Term Loan

    5.00     04/28/20         542         542,994   

Ranpak Corp.,
Second Lien Term Loan

    8.25     10/03/22         415         413,245   

Term Loan B-1

    4.25     10/01/21         610         609,732   

Reynolds Group Holdings Inc., Incremental Term Loan

    4.50     12/01/18         1,574         1,576,409   
         40,012,839   
Cosmetics & Toiletries–0.47%   

Prestige Brands, Inc., Term Loan B-3

    3.51     09/03/21         2,157         2,157,197   

Revlon Consumer Products Corp., Term Loan

    4.00     10/08/19         2,428         2,425,304   

Vogue International LLC, Term Loan B

    5.75     02/14/20         6,311         6,346,207   
         10,928,708   
Drugs–2.40%   

BPA Laboratories,
First Lien Term Loan

    2.79     07/01/17         1,202         989,532   

Second Lien Term Loan

    2.79     07/01/17         1,045         817,933   

Endo Pharmaceuticals Holdings Inc., Incremental Term Loan B(c)

           01/01/22         10,552         10,574,669   

Grifols Worldwide Operations USA, Inc., Term Loan B

    3.20     02/27/21         13,221         13,227,425   

Valeant Pharmaceuticals International, Inc. (Canada),
Series C-2 Term Loan B

    3.75     12/11/19         7,649         7,636,790   

Series E-1 Term Loan B

    3.75     08/05/20         16,968         16,945,744   

Series F-1, Term Loan B

    4.00     04/01/22         6,083         6,092,373   
         56,284,466   
Ecological Services & Equipment–0.20%   

ADS Waste Holdings, Inc., Term Loan B-2

    3.75     10/09/19         4,407         4,377,942   

PSSI Holdings LLC, Term Loan

    5.00     12/02/21         109         109,479   

Waste Industries USA, Inc., Term Loan

    4.25     02/27/20         90         90,319   
         4,577,740   
Electronics & Electrical–8.66%   

4L Technologies Inc., Term Loan

    5.50     05/08/20         10,259         10,104,963   

Accuvant Finance LLC, Term Loan

    6.25     01/28/22         3,617         3,635,451   

Avago Technologies Cayman Ltd. (Luxembourg), Term Loan

    3.75     05/06/21         9,481         9,486,897   

AVG Technologies N.V. (Netherlands), Term Loan

    5.75     10/15/20         2,506         2,521,797   

Blackboard Inc., Term Loan B-3

    4.75     10/04/18         8,452         8,418,449   

Blue Coat Holdings, Inc., Term Loan

    4.50     05/20/22         1,640         1,632,684   

BMC Software Finance, Inc., Term Loan

    5.00     09/10/20         1,536         1,418,525   

Carros US LLC, Term Loan

    4.50     09/30/21         1,230         1,229,917   

CommScope, Inc., Term Loan 5

    3.75     12/29/22         5,669         5,661,192   

Compuware Corp.,
Term Loan B-1

    6.25     12/15/19         3,413         3,328,157   

Term Loan B-2

    6.25     12/15/21         1,173         1,135,089   

Deltek, Inc., Term Loan

    5.00     06/25/22         9,178         9,195,158   

Diamond US Holding LLC, Term Loan

    4.75     12/17/21         2,720         2,729,606   

Fidji Luxembourg BC4 S.a r.l. (Luxembourg), Term Loan

    6.25     12/24/20         2,432         2,437,018   

 

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
 
Electronics & Electrical–(continued)          

Freescale Semiconductor, Inc., Term Loan B-4

    4.25     02/28/20             $ 29,383       $ 29,382,684   

Hyland Software, Inc., Second Lien Term Loan

    8.25     07/01/23         643         640,811   

Infor (US), Inc., Term Loan B-3

    3.75     06/03/20         6,172         6,003,988   

Lattice Semiconductor Corp., Term Loan

    5.25     03/10/21         2,848         2,783,837   

Linxens France SA,
First Lien Term Loan B-1(c)

           01/01/22         2,790         2,785,491   

Second Lien Term Loan B-1(c)

           01/01/23         1,281         1,276,191   

MA Finance Co., LLC, Term Loan C

    4.50     11/20/19         8,920         8,922,333   

Mediaocean LLC, Term Loan

    5.75     08/15/22         2,160         2,154,963   

Mirion Technologies, Inc., Term Loan

    5.75     03/31/22         3,391         3,405,395   

MSC.Software Corp.,
First Lien Term Loan

    5.00     05/29/20         1,606         1,586,006   

Second Lien Term Loan

    8.50     06/01/21         803         778,538   

Natel Engineering Co., Inc., Term Loan

    6.75     04/10/20         2,462         2,472,371   

Oberthur Technologies of America Corp., Term Loan B-2

    4.50     10/18/19         1,866         1,861,587   

Omnitracs, Inc., Term Loan

    4.75     11/25/20         4,862         4,834,318   

Peak 10, Inc.,
First Lien Term Loan

    5.00     06/17/21         454         453,150   

Second Lien Term Loan (Acquired 06/18/14; Cost $780,930)

    8.25     06/17/22         788         752,186   

Riverbed Technology, Inc., Term Loan

    6.00     04/24/22         7,255         7,276,242   

RP Crown Parent, LLC,
First Lien Term Loan

    6.00     12/21/18         13,597         12,529,216   

Second Lien Term Loan

    11.25     12/20/19         602         526,806   

Science Applications International Corp., Incremental Term Loan B

    3.75     05/04/22         2,821         2,828,559   

Ship Luxco 3 S.a.r.l. (Luxembourg),
Term Loan

    4.50     11/30/19         3,702         3,711,663   

Term Loan B-2A-II

    5.25     11/30/19         1,500         1,509,533   

Term Loan C-2

    4.75     11/29/19         2,401         2,414,844   

SkillSoft Corp., Term Loan

    5.75     04/28/21         8,899         8,543,036   

SS&C Technologies Inc.,
Term Loan B-1

    4.00     07/08/22         9,112         9,142,525   

Term Loan B-2

    4.00     07/08/22         1,476         1,481,191   

Sybil Software LLC, Term Loan

    4.25     03/20/20         1,119         1,121,326   

TTM Technologies, Inc., Term Loan B

    6.00     05/31/21         6,066         5,793,111   

Zebra Technologies Corp., Term Loan

    4.75     10/27/21         12,606         12,698,359   
         202,605,163   
Equipment Leasing–0.13%   

Flying Fortress Inc., Term Loan

    3.50     04/30/20         104         104,444   

IBC Capital US LLC, Term Loan

    4.75     09/09/21         3,070         2,989,804   
         3,094,248   
Financial Intermediaries–1.04%   

Bankruptcy Management Solutions, Inc., Term Loan B

    7.00     06/27/18         22         19,413   

Black Knight InfoServ, LLC, Term Loan B

    3.75     05/27/22         945         948,318   

iPayment Inc., Term Loan

    6.75     05/08/17         3,978         3,909,930   

MoneyGram International, Inc., Term Loan

    4.25     03/27/20         10,169         9,576,182   

RJO Holdings Corp., Term Loan

    6.95     12/10/16         1,606         1,493,694   

RPI Finance Trust, Term Loan B-4

    3.50     11/09/20         6,715         6,722,422   

SAM Finance Lux S.a r.l. (Luxembourg), Term Loan

    4.25     12/17/20         1,641         1,646,790   
         24,316,749   

 

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
 
Food & Drug Retailers–0.93%   

Albertson’s LLC, Term Loan B-4

    5.50     08/25/21             $ 15,933       $ 15,967,419   

Pret A Manger (United Kingdom), Term Loan B(c)

           06/19/20       GBP  1,150         1,764,684   

Supervalu Inc., Term Loan

    4.50     03/21/19         3,944         3,960,992   
         21,693,095   
Food Products–3.23%   

AdvancePierre Foods, Inc.,
First Lien Term Loan

    5.75     07/10/17         6,602         6,621,672   

Second Lien Term Loan

    9.50     10/10/17         2,540         2,560,988   

Candy Intermediate Holdings, Inc., Term Loan

    7.50     06/18/18         2,985         2,981,728   

Charger OpCo B.V., Term Loan B-1

    4.25     07/02/22         10,769         10,798,830   

CSM Bakery Solutions LLC,
First Lien Term Loan

    5.00     07/03/20         5,922         5,917,303   

Second Lien Term Loan

    8.75     07/03/21         2,515         2,377,141   

Dole Food Co., Inc., Term Loan B

    4.50     11/01/18         9,401         9,418,774   

Hearthside Group Holdings, LLC,
Revolver Loan(d)

    0.00     06/02/19         2,701         2,668,799   

Term Loan

    4.50     06/02/21         3,179         3,166,831   

Hostess Brands, LLC, Second Lien Term Loan B

    8.50     08/03/23         1,231         1,236,485   

JBS USA, LLC,
Incremental Term Loan(c)

           01/01/22         7,481         7,462,223   

Term Loan

    3.75     05/25/18         6,906         6,906,466   

Onex Wizard US Acquisition Inc., Term Loan

    4.25     03/13/22         7,020         7,030,612   

Post Holdings, Inc.,
Incremental Term Loan A

    3.75     06/02/21         728         728,331   

Revolver Loan(d)

    0.00     01/29/19         3,566         3,556,245   

QCE LLC, PIK Term Loan(e)

    15.00     07/01/19         6         2,019   

Shearer’s Foods, LLC,
First Lien Term Loan

    4.50     06/30/21         1,823         1,807,180   

Second Lien Term Loan

    7.75     06/30/22         457         449,875   
         75,691,502   
Food Service–1.23%   

Aramark Corp., LOC

    3.69     07/26/16         82         81,751   

Portillo’s Holdings, LLC,
First Lien Term Loan B

    4.75     08/02/21         2,147         2,144,415   

Second Lien Term Loan

    8.00     08/01/22         841         839,545   

Red Lobster Management, LLC, Term Loan

    6.25     07/28/21         3,398         3,423,535   

Restaurant Holding Co., LLC, First Lien Term Loan

    8.75     02/28/19         2,734         2,433,219   

Steak n Shake Operations, Inc., Term Loan

    4.75     03/19/21         2,464         2,455,242   

TMK Hawk Parent, Corp.,
First Lien Term Loan

    5.25     10/01/21         2,346         2,350,249   

Second Lien Term Loan (Acquired 10/01/14; Cost $1,073,648)

    8.50     10/01/22         1,083         1,094,077   

US Foods, Inc., Incremental Term Loan

    4.50     03/31/19         8,871         8,896,243   

Weight Watchers International, Inc., Term Loan B-2

    4.00     04/02/20         9,825         4,962,838   
         28,681,114   
Forest Products–0.35%   

Builders FirstSource, Inc., Term Loan

    6.00     07/31/22         1,369         1,365,210   

NewPage Corp., Term Loan B

    9.50     02/11/21         4,718         2,838,084   

Xerium Technologies, Inc., Term Loan

    5.75     05/17/19         3,966         3,988,704   
         8,191,998   

 

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
 
Health Care–5.87%   

Acadia Healthcare Co., Inc., Incremental Term Loan B

    4.25     02/11/22             $ 1,099       $ 1,108,494   

Accellent Inc.,
Second Lien Term Loan

    7.50     03/11/22         2,122         2,139,057   

Term Loan

    4.50     03/12/21         9,640         9,640,123   

ATI Holdings, Inc., Term Loan

    5.25     12/20/19         2,295         2,307,678   

Auris Luxembourg III S.a.r.l. (Luxembourg), Term Loan B-4

    4.75     01/15/22         3,524         3,529,604   

CareCore National, LLC, Term Loan

    5.50     03/05/21         7,845         7,688,284   

Carestream Health, Inc., First Lien Term Loan

    5.00     06/07/19         7,738         7,686,896   

Community Health Systems, Inc., Incremental Term Loan F

    3.57     12/31/18         3,862         3,865,828   

Concordia Healthcare Corp. (Canada), Term Loan

    4.75     04/21/22         2,231         2,238,390   

Creganna Finance (US) LLC,
First Lien Term Loan

    4.75     12/01/21         1,160         1,163,545   

Second Lien Term Loan

    9.00     06/01/22         1,156         1,161,693   

DJO Finance LLC, Term Loan

    4.25     06/08/20         8,801         8,776,574   

eResearchTechnology, Inc., Term Loan

    5.50     05/08/22         2,874         2,880,556   

HC Group Holdings III, Inc., Term Loan

    6.00     04/07/22         2,827         2,841,343   

Hill-Rom Holdings, Inc., Term Loan B(c)

           09/08/22         3,300         3,307,870   

Indigo Cleanco Ltd. (United Kingdom), Term Loan B(c)

           07/08/21       GBP  2,000         3,049,819   

Kindred Healthcare, Inc., Term Loan

    4.25     04/09/21         10,072         10,087,713   

Kinetic Concepts, Inc., Term Loan E-1

    4.50     05/04/18         13,557         13,562,640   

Millennium Laboratories, LLC, Term Loan B

    5.25     04/16/21         25,974         13,019,609   

MPH Acquisition Holdings LLC, Term Loan

    3.75     03/31/21         8,472         8,384,263   

National Surgical Hospitals, Inc., Term Loan

    4.50     06/01/22         1,783         1,784,729   

Ortho-Clinical Diagnostics, Inc., Term Loan

    4.75     06/30/21         3,706         3,658,031   

Pharmaceutical Product Development LLC, Term Loan

    4.25     08/18/22         1,939         1,930,360   

Phillips-Medisize Corp.,
Second Lien Term Loan

    8.25     06/16/22         788         788,122   

Term Loan

    4.75     06/16/21         1,615         1,615,519   

Surgery Center Holdings, Inc.,
Second Lien Term Loan

    8.50     11/03/21         3,764         3,762,808   

Term Loan

    5.25     11/03/20         3,089         3,094,251   

Surgical Care Affiliates, LLC, Term Loan

    4.25     03/17/22         5,196         5,195,678   

Vedici Groupe (France), Term Loan B(c)

           07/20/22       EUR  3,000         3,375,928   

Western Dental Services, Inc., Term Loan

    6.00     11/01/18         4,060         3,626,589   
         137,271,994   
Home Furnishings–0.31%   

Britax Group Ltd., Term Loan

    4.50     10/15/20         1,773         1,329,424   

Mattress Holdings Corp., Term Loan

    5.00     10/20/21         4,610         4,639,063   

PGT, Inc., Term Loan

    5.25     09/22/21         1,321         1,326,564   
         7,295,051   
Industrial Equipment–1.65%   

Accudyne Industries LLC, Term Loan

    4.00     12/13/19         1,311         1,227,013   

Crosby US Acquisition Corp.,
First Lien Term Loan

    3.75     11/23/20         7,214         6,420,626   

Second Lien Term Loan

    7.00     11/22/21         1,620         1,425,246   

Delachaux S.A. (France), Term Loan B-2

    4.50     10/28/21         1,763         1,761,988   

Doosan Infracore International, Inc., Term Loan B

    4.50     05/28/21         7,305         7,341,040   

Filtration Group Corp.,
First Lien Term Loan

    4.25     11/21/20         1,445         1,446,448   

Second Lien Term Loan

    8.25     11/21/21         446         447,797   

 

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
 
Industrial Equipment–(continued)          

Gardner Denver, Inc., Term Loan

    4.25     07/30/20             $ 1,182       $ 1,131,100   

Generac Power System, Inc., Term Loan B

    3.50     05/31/20         1,500         1,475,144   

Milacron LLC, Term Loan

    4.50     09/28/20         1,437         1,440,769   

North American Lifting Holdings, Inc., First Lien Term Loan

    5.50     11/27/20         4,372         4,153,073   

Rexnord LLC/ RBS Global, Inc., Term Loan B

    4.00     08/21/20         7,751         7,687,865   

Tank Holding Corp., Term Loan

    5.25     03/16/22         889         887,504   

Virtuoso US LLC, Term Loan

    4.25     02/11/21         1,714         1,716,832   
         38,562,445   
Insurance–0.25%   

Cooper Gay Swett & Crawford Ltd.,
First Lien Term Loan

    5.00     04/16/20         1,911         1,757,730   

Second Lien Term Loan

    8.25     10/16/20         1,300         1,065,763   

York Risk Services Holding Corp., Term Loan

    4.75     10/01/21         3,161         3,040,012   
         5,863,505   
Leisure Goods, Activities & Movies–2.62%   

Alpha Topco Ltd. (United Kingdom),
Second Lien Term Loan

    7.75     07/31/22         7,492         7,370,080   

Term Loan B-3

    4.75     07/30/21         20,386         20,271,326   

Bright Horizons Family Solutions, Inc., Term Loan B-1

    4.25     01/30/20         470         472,230   

Cinemark USA, Inc., Term Loan

    3.22     05/06/22         242         243,584   

Creative Artists Agency, LLC, Term Loan

    5.50     12/17/21         2,642         2,664,867   

CWGS Group, LLC, Term Loan

    5.25     02/20/20         6,224         6,252,587   

Dorna Sports S.L. (Spain), Term Loan B (Acquired 04/28/14; Cost $1,779,795)

    3.95     04/30/21         1,780         1,761,997   

Equinox Holdings Inc.,
First Lien Term Loan

    5.00     01/31/20         4,450         4,458,564   

Revolver Loan(d)

    0.00     02/01/18         1,866         1,679,639   

Fitness International, LLC, Term Loan B

    5.50     07/01/20         5,818         5,571,990   

Metro-Goldwyn-Mayer Inc., Second Lien Term Loan

    5.13     06/26/20         1,556         1,563,869   

Performance Sports Group Ltd. (Canada), Term Loan

    4.00     04/15/21         387         385,863   

Regal Cinemas Corp., Term Loan

    3.75     04/01/22         2,542         2,545,172   

Seaworld Parks & Entertainment, Inc.,
Term Loan B-2(c)

           05/14/20         3,378         3,247,215   

Term Loan B-3

    4.00     05/14/20         1,176         1,167,608   

Six Flags Theme Parks, Inc., Term Loan B

    3.50     06/30/22         1,316         1,319,763   

US FinCo LLC, Term Loan B

    4.00     05/29/20         256         254,703   
         61,231,057   
Lodging & Casinos–3.07%   

Belmond Interfin Ltd. (Bermuda), Term Loan

    4.00     03/21/21         2,399         2,392,070   

Caesars Growth Properties Holdings, LLC, Term Loan B

    6.25     05/08/21         6,985         6,123,249   

Cannery Casino Resorts, LLC, First Lien Term Loan

    6.00     10/02/18         4,494         4,460,032   

ESH Hospitality, Inc., Term Loan

    5.00     06/24/19         3,771         3,811,177   

Four Seasons Holdings Inc. (Canada),
First Lien Term Loan

    3.50     06/27/20         3,230         3,213,475   

Second Lien Term Loan

    6.25     12/27/20         485         486,819   

Harrah’s Operating Co., Inc., Term Loan B-6(f)

    1.50     03/01/17         11,423         10,921,727   

Hilton Worldwide Finance, LLC, Term Loan

    3.50     10/26/20         9,266         9,266,182   

La Quinta Intermediate Holdings LLC, Term Loan

    3.75     04/14/21         7,624         7,620,740   

Scientific Games International, Inc., Term Loan

    6.00     10/18/20         17,368         17,216,525   

Twin River Management Group, Inc., Term Loan

    5.25     07/10/20         6,231         6,243,128   
         71,755,124   

 

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
 
Nonferrous Metals & Minerals–0.69%          

Arch Coal, Inc., Term Loan

    6.25     05/16/18             $ 9,570       $ 5,201,243   

Dynacast International LLC,
First Lien Term Loan B-1

    4.50     01/28/22         1,986         1,983,239   

Second Lien Term Loan

    9.50     01/30/23         848         846,411   

EP Minerals, LLC, Term Loan

    5.50     08/20/20         878         878,298   

Novelis Inc., Term Loan

    4.00     06/02/22         7,224         7,153,271   
         16,062,462   
Oil & Gas–5.19%   

American Energy — Marcellus, LLC,
First Lien Term Loan

    5.25     08/04/20         5,037         3,036,518   

Second Lien Term Loan

    8.50     08/04/21         999         283,156   

Ameriforge Group Inc., First Lien Term Loan

    5.00     12/19/19         68         49,460   

Bronco Midstream Funding, LLC, Term Loan

    5.00     08/15/20         6,136         5,920,911   

CITGO Holding Inc., Term Loan

    9.50     05/12/18         11,891         11,955,418   

CJ Holding Co.,
Term Loan B-1(c)

           03/23/20         334         272,833   

Term Loan B-2

    7.25     03/24/22         2,761         2,215,780   

Crestwood Holdings LLC, Term Loan B-1

    7.00     06/19/19         3,945         3,648,910   

Drillships Financing Holding Inc., Term Loan B-1

    6.00     03/31/21         16,871         12,197,912   

Drillships Ocean Ventures, Inc., Term Loan

    5.50     07/25/21         6,980         5,444,743   

EMG Utica, LLC, Term Loan

    4.75     03/27/20         2,584         2,480,425   

Fieldwood Energy LLC,
Second Lien Term Loan

    8.38     09/30/20         16,993         6,542,176   

Term Loan

    3.88     09/28/18         1,365         1,205,177   

Floatel International Ltd., Term Loan

    6.00     06/27/20         6,610         4,759,028   

Glenn Pool Oil & Gas Trust I, Term Loan

    4.50     05/02/16         253         252,763   

HGIM Corp., Term Loan B

    5.50     06/18/20         9,137         6,468,408   

Jonah Energy LLC, Second Lien Term Loan

    7.50     05/12/21         4,220         3,544,430   

McDermott International, Inc., Term Loan

    5.25     04/16/19         1,476         1,472,392   

NGPL PipeCo LLC, Term Loan

    6.75     09/15/17         4,529         4,098,524   

Obsidian Natural Gas Trust (United Kingdom), Term Loan

    7.00     11/02/15         118         118,209   

Osum Productions Corp. (Canada), Term Loan

    6.50     07/28/20         3,472         2,846,683   

Pacific Drilling S.A. (Luxembourg), Term Loan

    4.50     06/03/18         2,532         1,852,458   

Paragon Offshore Finance Co. (Cayman Islands), Term Loan

    3.75     07/18/21         2,538         1,488,048   

Petroleum GEO-Services ASA, Term Loan

    3.25     03/19/21         6,856         5,772,246   

Samchully Midstream 3 LLC, Term Loan

    5.75     10/20/21         3,227         3,162,516   

Samson Investment Co., Second Lien Term Loan

    5.00     09/25/18         10,513         1,655,775   

Seadrill Operating LP, Term Loan

    4.00     02/21/21         26,831         18,499,705   

Seventy Seven Operating LLC, Term Loan

    3.75     06/25/21         2,434         2,088,528   

Southcross Energy Partners, L.P., Term Loan

    5.25     08/04/21         1,883         1,817,236   

Targa Resources Corp., Term Loan

    5.75     02/25/22         970         974,469   

Veresen Midstream US LLC, Term Loan B-1

    5.25     03/31/22         5,372         5,388,105   
         121,512,942   
Publishing–2.19%   

Chesapeake US Holdings Inc.,
Term Loan A

    4.25     09/30/20         1,555         1,539,631   

Term Loan B

    4.25     09/30/20         3,315         3,283,365   

Term Loan C

    4.25     09/30/20         2,129         2,110,365   

Getty Images, Inc.,
Revolver Loan(d)

    0.00     10/18/17         6,893         5,342,298   

Term Loan

    4.75     10/18/19         7,058         4,527,040   

 

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
 
Publishing–(continued)          

Interactive Data Corp., Term Loan

    4.75     05/02/21             $ 308       $ 308,205   

MediMedia USA, Inc., First Lien Term Loan

    7.50     11/20/18         2,521         2,460,800   

Merrill Communications LLC, Term Loan

    6.25     06/01/22         6,430         6,422,054   

Newsday, LLC, Term Loan

    3.70     10/12/16         4,979         4,985,380   

ProQuest LLC, Term Loan

    5.25     10/24/21         4,871         4,886,324   

Southern Graphics Inc., Term Loan

    4.25     10/17/19         3,348         3,322,651   

Tribune Media Co., Term Loan B

    3.75     12/27/20         12,172         12,140,111   
         51,328,224   
Radio & Television–2.28%          

Block Communications, Inc., Term Loan B

    4.00     11/07/21         1,161         1,166,910   

Gray Television, Inc., Term Loan

    3.75     06/10/21         3,131         3,133,172   

iHeartCommunications, Inc.,

  

     

Term Loan D

    6.95     01/30/19         8,709         7,718,300   

Term Loan E

    7.70     07/30/19         38,655         34,628,205   

Media General Inc., Term Loan B

    4.00     07/31/20         5,498         5,500,548   

Sinclair Television Group Inc., Incremental Term Loan B-1

    3.50     07/30/21         1,317         1,304,136   
         53,451,271   
Retailers (except Food & Drug)–5.18%          

Bass Pro Group, LLC, Term Loan

    4.00     06/05/20         1,624         1,620,134   

David’s Bridal, Inc.,

  

     

Asset-Based Revolver Loan(d)

    0.00     10/11/17         1,573         1,431,139   

Term Loan

    5.25     10/11/19         2,397         2,296,030   

Eyemart Express, LLC, Term Loan B

    5.00     12/18/21         131         131,484   

Fullbeauty Brands, LLC, First Lien Term Loan

    4.75     03/18/21         5,220         5,213,437   

Hudson’s Bay Company (Canada), Term Loan(c)

           01/01/22         2,826         2,835,023   

J. Crew Group, Inc., Term Loan

    4.00     03/05/21         12,878         10,048,422   

J.C. Penney Corp., Inc., Term Loan

    5.00     06/20/19         3,578         3,571,491   

Jill Holdings LLC, Term Loan

    6.00     05/08/22         1,948         1,951,585   

Kirk Beauty One GmbH (Germany),

         

Term Loan B-1(c)

           08/13/22       EUR  211         237,701   

Term Loan B-2(c)

           08/13/22       EUR  129         144,842   

Term Loan B-3(c)

           08/13/22       EUR  220         248,330   

Term Loan B-4(c)

           08/13/22       EUR  146         164,869   

Term Loan B-5(c)

           08/13/22       EUR  33         36,637   

Term Loan B-6(c)

           08/13/22       EUR  168         189,127   

Term Loan B-7(c)

           08/13/22       EUR  93         104,696   

Lands’ End, Inc., Term Loan B

    4.25     04/04/21         4,857         4,592,706   

Leonardo Acquisition Corp., Term Loan

    4.25     01/31/21         228         227,789   

Men’s Wearhouse, Inc. (The), Term Loan B

    4.50     06/18/21         6,246         6,266,381   

Michaels Stores, Inc., Term Loan B

    3.75     01/28/20         352         352,038   

National Vision, Inc.,

  

     

First Lien Term Loan

    4.00     03/12/21         5,859         5,729,435   

Second Lien Term Loan

    6.75     03/11/22         132         129,993   

Nine West Holdings, Inc., Term Loan

    4.75     10/08/19         3,545         2,840,341   

Payless, Inc.,

  

     

Second Lien Term Loan

    8.50     03/11/22         2,178         1,878,212   

Term Loan

    5.00     03/11/21         7,661         6,971,676   

Pep Boys — Manny, Moe & Jack, Term Loan

    4.25     10/11/18         1,100         1,100,967   

PetSmart, Inc., Term Loan B-1

    4.25     03/11/22         4,454         4,454,003   

Pier 1 Imports (U.S.), Inc., Term Loan

    4.50     04/30/21         2,676         2,661,164   

 

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
 
Retailers (except Food & Drug)–(continued)          

Savers Inc., Term Loan

    5.00     07/09/19             $ 4,262       $ 3,993,144   

Sears Roebuck Acceptance Corp., Term Loan

    5.50     06/30/18         24,737         24,458,389   

Staples, Inc., Term Loan(c)

           01/01/21         7,079         7,059,124   

Toys ‘R’ US Property Co. I, LLC, Term Loan

    6.00     08/21/19         13,584         12,644,393   

Toys ‘R’ US-Delaware, Inc.,

  

     

Canadian Term Loan A-1

    8.25     10/24/19         1,745         1,746,292   

Term Loan A-1

    8.25     10/24/19         2,164         2,165,402   

Term Loan B-2

    5.25     05/25/18         95         73,769   

Term Loan B-3

    5.25     05/25/18         27         21,327   

Wilton Brands LLC, Term Loan B

    8.50     08/30/18         1,658         1,629,943   
         121,221,435   
Steel–0.13%          

TMS International Corp., Term Loan B

    4.50     10/16/20         3,168         3,093,087   
Surface Transport–0.58%          

Hertz Corp. (The), LOC (Acquired 03/14/11; Cost $546,565)

    3.75     03/11/18         552         547,107   

Kenan Advantage Group, Inc.,

         

Canadian Term Loan

    4.00     07/31/22         242         241,858   

Delayed Draw Term Loan 1(d)

    0.00     01/31/17         106         105,895   

Term Loan

    4.00     07/31/22         759         758,259   

Navios Partners Finance (US) Inc., Term Loan

    5.25     06/27/18         317         317,459   

PODS Holding, LLC,

         

First Lien Term Loan

    4.50     02/02/22         1,422         1,425,357   

Second Lien Term Loan

    9.25     02/02/23         1,276         1,299,869   

Stena International S.A. (Luxembourg), Term Loan

    4.00     03/03/21         4,639         4,190,902   

U.S. Shipping Corp., Term Loan B-2

    5.25     06/26/21         3,865         3,871,807   

Vouvray US Finance LLC, Term Loan

    5.00     06/27/21         930         932,714   
         13,691,227   
Telecommunications–6.40%          

Avaya Inc.,

         

Term Loan B-6

    6.50     03/30/18         11,451         10,778,635   

Term Loan B-7

    6.25     05/29/20         12,456         10,770,372   

Communications Sales & Leasing, Inc., Term Loan

    5.00     10/24/22         8,898         8,530,905   

Consolidated Communications, Inc., Term Loan

    4.25     12/23/20         6,648         6,641,628   

Eircom Finco S.a.r.l. (Ireland), Term Loan B-3

    4.50     05/31/22       EUR  2,737         3,042,583   

Fairpoint Communications, Inc., Term Loan

    7.50     02/14/19         9,956         10,007,686   

Hargray Communications Group, Inc., Term Loan

    5.25     06/26/19         2,938         2,950,723   

Level 3 Communications, Inc.,

         

Term Loan B

    4.00     01/15/20         17,059         17,077,441   

Term Loan B-II

    3.50     05/31/22         25,933         25,714,399   

Term Loan B-III

    4.00     08/01/19         428         428,653   

LTS Buyer LLC, Second Lien Term Loan

    8.00     04/12/21         82         82,481   

Nextgen Finance, LLC, Term Loan B

    5.00     05/31/21         5,425         4,774,159   

NTELOS Inc., Term Loan B

    5.75     11/09/19         6,534         6,525,920   

SBA Senior Finance II LLC, Incremental Term Loan B-2

    3.25     06/10/22         469         463,519   

Syniverse Holdings, Inc.,

         

Term Loan

    4.00     04/23/19         5,500         5,108,125   

Term Loan

    4.00     04/23/19         9,263         8,591,585   

Telesat LLC, Term Loan B-2

    3.50     03/28/19         1,253         1,247,289   

U.S. Telepacific Corp., Term Loan

    6.00     11/25/20         7,230         7,245,447   

XO Communications, LLC, Term Loan

    4.25     03/17/21         1,404         1,398,300   

 

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
 
Telecommunications–(continued)          

Yankee Cable Acquisition, LLC, Term Loan

    4.25     03/01/20             $ 565       $ 565,223   

Zayo Group, LLC, Term Loan

    3.75     05/06/21         17,814         17,740,075   
         149,685,148   
Utilities–4.19%          

Aria Energy Operating LLC, Term Loan

    5.00     05/27/22         1,729         1,720,244   

Calpine Construction Finance Co., L.P.,

         

Term Loan B-1

    3.00     05/03/20         1,000         981,000   

Term Loan B-2

    3.25     01/31/22         14,129         13,861,029   

Calpine Corp.,

         

Term Loan

    3.50     05/27/22         5,941         5,878,530   

Term Loan B

    4.00     10/30/20         8,217         8,214,281   

Dynegy Inc., Term Loan B-2

    4.00     04/23/20         7,071         7,070,266   

Energy Future Intermediate Holding Co. LLC, DIP Term Loan

    4.25     06/19/16         2,516         2,520,110   

Granite Acquisition, Inc.,

         

First Lien Term Loan B

    5.00     12/19/21         9,829         9,849,955   

First Lien Term Loan C

    5.00     12/19/21         432         433,395   

Second Lien Term Loan B

    8.25     12/19/22         1,757         1,764,597   

NSG Holdings LLC, Term Loan

    3.75     12/11/19         821         815,425   

Southeast PowerGen LLC, Term Loan B

    4.50     12/02/21         1,867         1,879,165   

Texas Competitive Electric Holdings Co. LLC,

         

DIP Revolver Loan(d)

    0.00     05/05/16         26,667         26,506,400   

Term Loan(f)

    4.67     10/10/17         5,116         2,336,973   

TPF II Power, LLC, Term Loan

    5.50     10/02/21         9,339         9,369,787   

USIC Holding, Inc., First Lien Term Loan

    4.00     07/10/20         4,829         4,799,022   
                                98,000,179   

Total Variable Rate Senior Loan Interests

                              2,076,370,006   

Bonds and Notes–5.81%

         
Aerospace & Defense–0.17%          

LMI Aerospace, Inc.(g)

    7.38     07/15/19         4,076         3,953,720   
Business Equipment & Services–0.19%          

ADT Corp. (The)

    6.25     10/15/21         2,222         2,305,325   

First Data Corp.(g)

    6.75     11/01/20         1,977         2,085,735   
                                4,391,060   
Cable & Satellite Television–0.50%          

Altice Financing SA (Luxembourg)(g)

    6.63     02/15/23         851         851,000   

Charter Communications Operating LLC(g)

    4.91     07/23/25         2,038         2,023,506   

UPC Broadband Holdings, B.V. (Netherlands)(g)

    7.25     11/15/21         967         1,039,095   

UPC Broadband Holdings, B.V. (Netherlands)(g)

    6.88     01/15/22         156         167,782   

Virgin Media Investment Holdings Ltd. (United Kingdom)(g)

    5.50     01/15/25       GBP  3,015         4,672,783   

YPSO Holding SA (France)(g)

    5.63     05/15/24       EUR  1,000         1,148,735   

Ziggo B.V. (Netherlands)(g)

    7.13     05/15/24       EUR  1,400         1,719,267   
                                11,622,168   
Chemicals & Plastics–0.35%          

Chemours Co. (The)(g)

    6.63     05/15/23         1,010         883,750   

Hexion Specialty Chemicals, Inc.

    6.63     04/15/20         7,205         6,736,675   

Ineos Holdings Ltd.(g)

    6.13     08/15/18         615         618,075   
                                8,238,500   

 

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
 
Clothing & Textiles–0.02%          

SMCP S.A.S. (France)(g)

    8.88     06/15/20         EUR  350       $ 422,209   
Containers & Glass Products–0.30%          

Ardagh Glass Finance PLC(g)

    6.25     01/31/19             $ 1,631         1,671,775   

Ardagh Glass Finance PLC(g)

    7.00     11/15/20         151         153,683   

Ardagh Glass Finance PLC(g)

    6.00     06/30/21         375         374,062   

Ardagh Glass Finance PLC(g)

    4.25     01/15/22       EUR  1,000         1,128,592   

Reynolds Group Holdings Inc.

    9.88     08/15/19         561         591,154   

Reynolds Group Holdings Inc.

    5.75     10/15/20         2,901         3,006,161   
                                6,925,427   
Electronics & Electrical–0.25%          

Blackboard Inc.(g)

    7.75     11/15/19         4,194         3,785,085   

Blue Coat Holdings, Inc.(g)

    8.38     06/01/23         2,044         2,064,440   
                                5,849,525   
Financial Intermediaries–0.30%          

Cabot Financial S.A. (Luxembourg)(g)

    6.50     04/01/21       GBP  3,000         4,531,226   

Garfunkelux Holdco 3 SA (Luxembourg)(g)

    7.50     08/01/22       EUR  2,220         2,503,630   
                                7,034,856   
Food Products–0.05%          

Chiquita Brands LLC

    7.88     02/01/21               190         202,825   

Onex Wizard US Acquisition Inc.(g)

    7.75     02/15/23       EUR  750         870,733   
                                1,073,558   
Forest Products–0.02%          

Verso Paper Holdings LLC

    11.75     01/15/19         1,626         481,702   
Health Care–0.79%          

Care UK Health & Social Care PLC (United Kingdom)(g)(h)

    5.58     07/15/19       GBP  1,884         2,806,061   

Community Health Systems, Inc.

    6.88     02/01/22         971         1,036,543   

DJO Finance LLC(g)

    10.75     04/15/20         5,087         5,176,022   

DJO Finance LLC(g)

    8.13     06/15/21         4,493         4,678,336   

IDH Finance PLC (United Kingdom)(g)(h)

    5.57     12/01/18       GBP  2,000         3,061,328   

Kinetic Concepts, Inc.

    10.50     11/01/18         1,764         1,856,610   
                                18,614,900   
Industrial Equipment–0.10%          

Galapagos Holding S.A. (Luxembourg)(g)(h)

    4.74     06/15/21       EUR  2,225         2,391,920   
Insurance–0.16%          

Domestic & General Group Ltd. (United Kingdom)(g)(h)

    5.59     11/15/19       GBP  2,450         3,759,525   
Leisure Goods, Activities & Movies–0.20%          

Carmike Cinemas, Inc.(g)

    6.00     06/15/23         1,019         1,044,475   

Corleone Capital Ltd. (United Kingdom)(g)(h)

    4.98     08/01/18       EUR  3,240         3,603,046   
                                4,647,521   
Lodging & Casinos–0.04%          

ESH Hospitality, Inc.(g)

    5.25     05/01/25         1,019         990,977   
Nonferrous Metals & Minerals–0.11%          

TiZir Ltd. (United Kingdom)

    9.00     09/28/17         3,600         2,592,000   

 

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

 

24                         Invesco Floating Rate Fund


     Interest
Rate
    Maturity
Date
     Principal
Amount
(000)*
    
Value
 
Oil & Gas–0.39%          

Drill Rigs Holdings Inc.(g)

    6.50     10/01/17             $ 7,256       $ 5,478,280   

FTS International, Inc.(g)(h)

    7.78     06/15/20         2,012         1,520,235   

Pacific Drilling S.A. (Luxembourg)(g)

    5.38     06/01/20         2,798         2,013,497   

Seventy Seven Operating LLC(g)

    6.50     07/15/22         236         105,020   
                                9,117,032   
Radio & Television–0.05%          

Sinclair Television Group, Inc.

    6.38     11/01/21         1,208         1,238,200   
Retailers (except Food & Drug)–0.78%          

Claire’s Stores Inc.(g)

    9.00     03/15/19         2,952         2,527,650   

Claire’s Stores Inc.(g)

    6.13     03/15/20         1,210         961,950   

Guitar Center, Inc.(g)

    6.50     04/15/19         6,547         6,162,364   

Matalan (United Kingdom)(g)

    6.88     06/01/19       GBP  2,500         3,624,873   

New Look PLC (United Kingdom)(g)(h)

    4.48     07/01/22       EUR  1,000         1,106,573   

New Look PLC (United Kingdom)(g)

    8.00     07/01/23       GBP  2,725         4,003,798   
                                18,387,208   
Telecommunications–0.90%          

Avaya Inc.(g)

    7.00     04/01/19         2,320         2,088,180   

Goodman Networks Inc.

    12.13     07/01/18         7,708         2,967,580   

Softbank Corp. (Japan)(g)

    4.75     07/30/25       EUR  3,000         3,389,007   

Wind Telecomunicazioni S.p.A. (Italy)(g)

    6.50     04/30/20         256         270,720   

Wind Telecomunicazioni S.p.A. (Italy)(g)

    7.00     04/23/21       EUR  3,950         4,654,120   

Wind Telecomunicazioni S.p.A. (Italy)(g)

    7.38     04/23/21         1,422         1,457,550   

Windstream Corp.

    7.50     06/01/22         1,484         1,179,780   

Windstream Corp.

    6.38     08/01/23         17         12,644   

Zayo Group, LLC(g)

    6.38     05/15/25         5,089         5,025,387   
                                21,044,968   
Utilities–0.14%          

Calpine Corp.(g)

    6.00     01/15/22         807         867,525   

Calpine Corp.(g)

    7.88     01/15/23                 280   

NRG Energy Inc.

    6.25     07/15/22         1,579         1,549,394   

NRG Energy Inc.

    6.63     03/15/23         880         875,600   
                                3,292,799   

Total Bonds and Notes

                              136,069,775   

Structured Products–5.03%

         

Apidos Cinco CDO(g)(h)

    4.56     05/14/20         345         344,730   

Apidos CLO IX(g)(h)

    6.39     07/15/23         3,032         3,038,352   

Apidos CLO X(g)(h)

    6.53     10/30/22         2,190         2,195,394   

Apidos CLO X(g)(h)

    6.55     10/30/22         3,367         3,375,293   

Apidos CLO XI(g)(h)

    5.42     01/17/23         1,181         1,104,295   

Apidos CLO XV(g)(h)

    4.92     10/20/25         6,500         5,909,391   

Apidos Quattro CDO(g)(h)

    3.89     01/20/19         272         270,839   

Ares XI CLO Ltd(g)(h)

    6.29     10/11/21         1,002         1,005,145   

Atrium X LLC(g)(h)

    4.79     07/16/25         3,742         3,341,647   

Babson CLO Ltd. 2007-I(g)(h)

    3.54     01/18/21         1,034         1,012,378   

Babson CLO Ltd. 2013-II(g)(h)

    4.79     01/18/25         6,540         5,789,162   

Carlyle Global Market Strategies CLO 2012-3(g)(h)

    5.79     10/04/24         3,188         3,156,643   

Carlyle Global Market Strategies CLO 2013-1(g)(h)

    5.81     02/14/25         3,200         3,044,323   

Carlyle High Yield Partners 2007-10(g)(h)

    3.37     04/19/22         2,000         1,912,586   

 

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

 

25                         Invesco Floating Rate Fund


     Interest
Rate
    Maturity
Date
     Principal
Amount
(000)*
    
Value
 
Structured Products–(continued)          

Columbus Nova CLO Ltd.(g)(h)

    3.92     05/16/19             $ 1,093       $ 1,079,810   

Columbus Nova CLO Ltd.(g)(h)

    3.92     05/16/19         429         423,823   

Dryden Senior Loan Fund 2013-30(g)(h)

    5.27     11/15/25         3,276         2,965,727   

Dryden Senior Loan Fund 2014-34(g)(h)

    5.09     10/15/26         1,000         896,394   

Dryden XI-Leveraged Loan CDO 2006(g)(h)

    4.19     04/12/20         427         424,483   

Duane Street CLO 2007-4(g)(h)

    4.56     11/14/21         2,428         2,418,672   

Flagship CLO VI(g)(h)

    5.03     06/10/21         3,254         3,253,288   

Flagship CLO VI(g)(h)

    5.03     06/10/21         987         986,543   

Four Corners CLO II, Ltd.(g)(h)

    2.15     01/26/20         310         305,693   

Four Corners CLO II, Ltd.(g)(h)

    2.15     01/26/20         103         101,569   

Gallatin Funding CLO VII 2014-1 Ltd.(g)(h)

    5.96     07/15/23         3,068         3,070,230   

Halcyon Loan Investors CLO II, Ltd.(g)(h)

    3.89     04/24/21         917         890,682   

Highbridge Loan Management 6-2015, Ltd.(g)(h)

    5.75     05/05/27         500         447,620   

ING Investment Management CLO 2012-4, Ltd.(g)(h)

    6.04     10/15/23         1,861         1,855,553   

ING Investment Management CLO 2013-1, Ltd.(g)(h)

    5.29     04/15/24         4,808         4,435,189   

ING Investment Management CLO 2013-3, Ltd.(g)(h)

    4.67     01/18/26         2,745         2,441,430   

ING Investment Management CLO III, Ltd.(g)(h)

    3.79     12/13/20         1,188         1,167,669   

ING Investment Management CLO IV, Ltd.(g)(h)

    4.53     06/14/22         293         289,108   

Keuka Park CLO 2013-1(g)(h)

    4.79     10/21/24         617         549,377   

Kingsland Ltd. 2006-2(g)(h)

    4.79     04/21/21         1,205         1,197,099   

KKR Financial CLO 2012-1(g)(h)

    5.68     12/15/24         2,100         2,052,149   

KKR Financial CLO 2013-1(g)(h)

    5.04     07/15/25         2,461         2,173,619   

Madison Park Funding II, Ltd.(g)(h)

    5.02     03/25/20         700         708,378   

Madison Park Funding IV Ltd.(g)(h)

    3.88     03/22/21         1,344         1,318,425   

Madison Park Funding IX, Ltd.(g)(h)

    5.52     08/15/22         736         730,284   

Madison Park Funding X, Ltd.(g)(h)

    5.54     01/20/25         1,953         1,945,723   

Madison Park Funding XIV, Ltd.(g)(h)

    5.04     07/20/26         1,350         1,211,752   

Madison Park Funding XIV, Ltd.(g)(h)

    5.69     07/20/26         1,915         1,585,430   

Magnetite CLO Ltd. 2012-6(g)(h)

    5.83     09/15/23         1,988         1,974,454   

Maps CLO Fund LLC 2007-2(g)(h)

    4.54     07/20/22         1,685         1,649,910   

NewStar Commercial Loan Funding 2015-1(g)(h)

    5.77     01/20/27         1,000         1,010,184   

Northwoods Capital X Ltd. 2013-10A(g)(h)

    3.91     11/04/25         1,130         1,066,119   

Octagon Investment Partners XIV Ltd.(g)(h)

    5.54     01/15/24         2,052         1,977,363   

Octagon Investment Partners XIX Ltd.(g)(h)

    5.13     04/15/26         2,920         2,582,264   

Octagon Investment Partners XVII Ltd.(g)(h)

    4.78     10/25/25         1,975         1,750,083   

Octagon Investment Partners XVIII Ltd.(g)(h)

    5.57     12/16/24         4,442         4,117,814   

Octagon Investment Partners XXI Ltd.(g)(h)

    6.91     11/14/26         3,500         3,471,104   

Pacifica CDO VI, Ltd.(g)(h)

    4.07     08/15/21         565         541,793   

Regatta IV Funding Ltd. 2014-1(g)(h)

    5.23     07/25/26         3,250         2,815,355   

Seneca Park CLO Ltd.(g)(h)

    4.87     07/17/26         2,750         2,456,682   

Sierra CLO II Ltd.(h)

    3.80     01/22/21         733         735,889   

Silverado CLO 2006-II Ltd.(g)(h)

    4.04     10/16/20         886         850,774   

Slater Mill Loan Fund, LP(g)(h)

    5.82     08/17/22         1,108         1,098,435   

St. James River CLO Ltd. 2007-1(g)(h)

    4.59     06/11/21         481         475,378   

Stone Tower CLO 2007-6, Ltd.(g)(h)

    3.89     04/17/21         1,750         1,721,024   

Symphony CLO VIII, Ltd.(g)(h)

    6.28     01/09/23         1,156         1,159,681   

Symphony CLO XI, Ltd.(g)(h)

    5.54     01/17/25         2,640         2,473,474   

Symphony CLO XII Ltd.(g)(h)

    5.19     10/15/25         1,850         1,699,902   

Symphony CLO XIV Ltd.(g)(h)

    4.89     07/14/26         2,750         2,439,448   

TriMaran CLO VII Ltd.(g)(h)

    3.69     06/15/21         1,535         1,490,721   

Voya CLO 2014-2, Ltd.(g)(h)

    4.92     07/17/26               1,875         1,666,328   

Total Structured Products

                              117,650,076   

 

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

 

26                         Invesco Floating Rate Fund


                 Shares      Value  

Common Stocks & Other Equity Interests–0.43%(i)

          
Aerospace & Defense–0.01%           

IAP Worldwide Services(g)(j)

              134       $ 100,432   
Automotive–0.01%           

Dayco Products, LLC(g)(j)

          3,266         129,007   

Dayco Products, LLC(g)

              3,261         128,809   
                         257,816   
Building & Development–0.16%           

Lake at Las Vegas Joint Venture, LLC, Class A (Acquired 04/28/10-07/15/10; Cost $664,569)(g)(j)

        518         0   

Lake at Las Vegas Joint Venture, LLC, Class B (Acquired 06/30/10;

Cost $3,408,940)(g)(j)

          4         0   

Stile Acquisition Corp. (Canada)(j)

          53,093         3,506,793   

United Subcontractors, Inc.(g)(j)

              4,840         145,214   
                         3,652,007   
Business Equipment & Services–0.03%           

Koosharem LLC(g)(j)

              43,971         654,420   
Cable & Satellite Television–0.09%           

ION Media Networks, Inc.

              4,471         2,179,165   
Chemicals & Plastics–0.00%           

LyondellBasell Industries N.V.–Class A

              218         18,613   
Drugs–0.00%           

BPA Laboratories, Class A, Wts. expiring 04/29/24 (Acquired 04/29/14; Cost $0)(g)(j)

          3,490         0   

BPA Laboratories, Class B, Wts. expiring 04/29/24 (Acquired 04/29/14; Cost $0)(g)(j)

              5,595         0   
                         0   
Financial Intermediaries–0.00%           

Bankruptcy Management Solutions, Inc.(g)(j)

          335         13,484   

Bankruptcy Management Solutions, Inc., Class A, Wts. expiring 06/27/18
(Acquired 06/27/13; Cost $0)(g)(j)

          19         152   

Bankruptcy Management Solutions, Inc., Class B, Wts. expiring 06/27/18
(Acquired 06/27/13; Cost $0)(g)(j)

          21         74   

Bankruptcy Management Solutions, Inc., Class C, Wts. expiring 06/27/18
(Acquired 06/27/13; Cost $0)(g)(j)

              31         77   
                         13,787   
Food Products–0.00%           

QCE LLC(g)(j)

              17         9   
Forest Products–0.00%           

Xerium Technologies, Inc.(j)

              1,766         21,492   
Leisure Goods, Activities & Movies–0.00%           

AMF Bowling Centers, Inc.(j)

              1,665         82,418   
Lodging & Casinos–0.03%           

Twin River Worldwide Holdings, Inc.,(g)(j)

              18,663         696,746   
Publishing–0.07%           

F&W Publications, Inc.(g)(j)

          288         24,480   

Merrill Communications LLC-Class A(g)(j)

                 133,776         1,085,860   

Tribune Media Co.–Class A

          9,050         361,457   

Tribune Publishing Co.

              2,262         26,669   
                         1,498,466   

 

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

 

27                         Invesco Floating Rate Fund


                 Shares      Value  
Surface Transport–0.00%           

U.S. Shipping Corp. (Acquired 09/28/07-09/30/09; Cost $87,805)(g)(j)

          87,805       $ 74,634   

U.S. Shipping Corp. (Acquired 09/28/07-09/30/09; Cost $0)(g)(j)

              6,189         62   
                         74,696   
Telecommunications–0.03%           

FairPoint Communications, Inc.(j)

              44,928         735,022   
Utilities–0.00%           

Bicent Power, LLC, Series A, Wts. expiring 08/21/22 (Acquired 08/21/12; Cost $0)(g)(j)

          101         0   

Bicent Power, LLC, Series B, Wts. expiring 08/21/22 (Acquired 08/21/12; Cost $0)(g)(j)

              164         0   
                         0   

Total Common Stocks & Other Equity Interests

                       9,985,089   

Preferred Stock–0.00%

          
Building & Development–0.00%           

United Subcontractors, Inc.(g)(j)

              4,840         101,650   

TOTAL INVESTMENTS–100.01% (Cost $2,442,262,196)

                       2,340,176,596   

OTHER ASSETS LESS LIABILITIES–(0.01)%

                       (241,239

NET ASSETS–100.00%

                     $ 2,339,935,357   

Investment Abbreviations:

 

CDO  

– Collateralized Debt Obligation

CLO  

– Collateralized Loan Obligation

DIP  

– Debtor-in-possession

EUR  

– Euro

GBP  

– British Pound

LOC  

– Letter of Credit

PIK  

– Payment in Kind

Wts.  

– Warrants

 

 

Notes to Schedule of Investments:

 

* Principal amounts are denominated in U.S. dollars unless otherwise noted.
(a)  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 variable rate senior loan interests will have an expected average life of three to five years.
(b)  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.
(c)  This floating rate interest will settle after August 31, 2015, at which time the interest rate will be determined.
(d)  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 8.
(e)  All or a portion of this security is Payment-in-Kind.

 

Issuer    Cash Rate     PIK Rate  

Lake at Las Vegas Joint Venture LLC, Exit Revolver Loan

         5.00

QCE LLC, Term Loan

            15.00   

 

(f)  The borrower has filed for protection in federal bankruptcy court.
(g)  Security purchased or received in a transaction exempt from registration under 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, 2015 was $229,506,879, which represented 9.81% of the Fund’s Net Assets.
(h)  Interest or dividend rate is redetermined periodically. Rate shown is the rate in effect on August 31, 2015.
(i)  Acquired through the restructuring of senior loans.
(j)  Non-income producing security.

 

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

 

28                         Invesco Floating Rate Fund


Statement of Assets and Liabilities

August 31, 2015

 

 

 

Assets:

  

Investments, at value (Cost $2,442,262,196)

  $ 2,340,176,596   

Cash

    13,699,062   

Foreign currencies, at value (Cost $15,394,841)

    15,243,541   

Receivable for:

 

Investments sold

    115,671,740   

Interest and fees

    16,221,868   

Fund shares sold

    9,386,517   

Investments matured (Cost $20,062,830)

    9,059,458   

Unrealized appreciation on forward foreign currency contracts outstanding

    465,136   

Investment for trustee deferred compensation and retirement plans

    150,428   

Other assets

    264,253   

Total assets

    2,520,338,599   

Liabilities:

  

Payable for:

 

Investments purchased

    111,032,163   

Fund shares repurchased

    5,718,596   

Income distributions

    2,748,934   

Accrued fees to affiliates

    1,261,020   

Accrued trustees’ and officers’ fees and benefits

    9,180   

Trustee deferred compensation and retirement plans

    172,307   

Unrealized depreciation on forward foreign currency contracts outstanding

    685,189   

Unfunded loan commitments

    58,775,853   

Total liabilities

    180,403,242   

Net assets applicable to shares outstanding

  $ 2,339,935,357   

Net assets consist of:

  

Shares of beneficial interest

  $ 2,477,223,348   

Undistributed net investment income

    (1,026,033

Undistributed net realized gain (loss)

    (22,685,405

Net unrealized appreciation (depreciation)

    (113,576,553
    $ 2,339,935,357   

Net Assets:

  

Class A

  $ 850,891,338   

Class C

  $ 570,096,612   

Class R

  $ 11,969,060   

Class Y

  $ 805,610,878   

Class R5

  $ 3,465,790   

Class R6

  $ 97,901,679   

Shares outstanding, $0.01 par value per share
with an unlimited number of shares authorized:

   

Class A

    112,615,610   

Class C

    75,789,655   

Class R

    1,581,263   

Class Y

    106,789,303   

Class R5

    458,342   

Class R6

    12,956,174   

Class A:

 

Net asset value per share

  $ 7.56   

Maximum offering price per share

 

(Net asset value of $7.56 ¸ 97.50%)

  $ 7.75   

Class C:

 

Net asset value and offering price per share

  $ 7.52   

Class R:

 

Net asset value and offering price per share

  $ 7.57   

Class Y:

 

Net asset value and offering price per share

  $ 7.54   

Class R5:

 

Net asset value and offering price per share

  $ 7.56   

Class R6:

 

Net asset value and offering price per share

  $ 7.56   
 

 

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

 

29                         Invesco Floating Rate Fund


Statement of Operations

For the year ended August 31, 2015

 

Investment income:

  

Interest

   $ 132,489,859   

Dividends

     778,027   

Dividends from affiliated money market funds

     43,547   

Other income

     2,575,385   

Total investment income

     135,886,818   

Expenses:

  

Advisory fees

     14,891,130   

Administrative services fees

     492,225   

Custodian fees

     419,432   

Distributions fees:

  

Class A

     2,239,213   

Class C

     4,618,160   

Class R

     56,769   

Interest, facilities and maintenance fees

     798,333   

Transfer agent fees — A, C, R & Y

     2,514,927   

Transfer agent fees — R5

     4,294   

Transfer agent fees — R6

     1,956   

Trustees’ and officers’ fees and benefits

     55,145   

Other

     549,804   

Total expenses

     26,641,388   

Less: Fees waived and expense offset arrangement(s)

     (89,057

Net expenses

     26,552,331   

Net investment income

     109,334,487   

Realized and unrealized gain (loss):

  

Net realized gain (loss) from:

  

Investment securities

     (9,546,370

Foreign currencies

     468,401   
       (9,077,969

Change in net unrealized appreciation (depreciation) of:

  

Investment securities

     (117,556,695

Foreign currencies

     (267,528

Forward foreign currency contracts

     (220,053
       (118,044,276

Net realized and unrealized gain (loss)

     (127,122,245

Net increase (decrease) in net assets resulting from operations

   $ (17,787,758

 

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

 

30                         Invesco Floating Rate Fund


Statement of Changes in Net Assets

For the years ended August 31, 2015 and 2014

 

     2015      2014  

Operations:

    

Net investment income

  $ 109,334,487       $ 100,606,717   

Net realized gain (loss)

    (9,077,969      (2,940,982

Change in net unrealized appreciation (depreciation)

    (118,044,276      7,995,687   

Net increase (decrease) in net assets resulting from operations

    (17,787,758      105,661,422   

Distributions to shareholders from net investment income:

    

Class A

    (41,201,004      (44,823,675

Class C

    (25,284,497      (22,528,888

Class R

    (494,668      (344,787

Class Y

    (39,480,871      (31,175,753

Class R5

    (212,956      (421,837

Class R6

    (4,858,586      (3,091,977

Total distributions to shareholders from net investment income

    (111,532,582      (102,386,917

Share transactions–net:

    

Class A

    (126,076,413      65,718,204   

Class C

    (88,632,668      171,360,975   

Class R

    1,411,096         7,601,981   

Class Y

    46,121,653         251,164,235   

Class R5

    (4,354,384      (1,196,676

Class R6

    19,769,006         19,879,757   

Net change in net assets resulting from share transactions

    (151,761,710      514,528,476   

Net increase (decrease) in net assets

    (281,082,050      517,802,981   

Net assets:

    

Beginning of year

    2,621,017,407         2,103,214,426   

End of year (includes undistributed net investment income of $(1,026,033) and $(1,290,187), respectively)

  $ 2,339,935,357       $ 2,621,017,407   

 

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

 

31                         Invesco Floating Rate Fund


Statement of Cash Flows

For the year ended August 31, 2015

 

Cash provided by operating activities:

 

Net increase (decrease) in net assets resulting from operations

  $ (17,787,758

Adjustments to reconcile net increase in net assets to net cash provided by operating activities:

  

Purchases of investments

    (1,498,159,991

Proceeds from sales of investments

    1,637,374,988   

Net change in transactions in forward foreign currency contracts

    220,053   

Increase in receivables and other assets

    (1,834,256

Amortization of loan fees

    (1,244,570

Accretion of discount on investment securities

    (8,915,654

Decrease in accrued expenses and other payables

    (231,332

Net realized loss from investment securities

    9,546,370   

Net change in unrealized depreciation on investment securities

    117,556,695   

Net cash provided by operating activities

    236,524,545   

Cash provided by (used by) financing activities:

 

Dividends paid to common shareholders from net investment income

    (29,222,567

Proceeds from shares of beneficial interest sold

    1,087,230,900   

Disbursements from shares of beneficial interest reacquired

    (1,323,216,394

Net cash provided (used in) by financing activities

    (265,208,061

Net increase (decrease) in cash and cash equivalents

    (28,683,516

Cash and cash equivalents at beginning of period

    57,626,119   

Cash and cash equivalents at end of period

  $ 28,942,603   

Non-cash financing activities:

 

Value of shares of beneficial interest issued in reinvestment of dividends paid to shareholders

  $ 80,812,001   

Supplemental disclosure of cash flow information:

 

Cash paid during the period for interest, facilities and maintenance fees

  $ 770,556   

Notes to Financial Statements

August 31, 2015

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 thirteen 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. 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 securities) 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.

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 asked prices from the exchange on which they are principally traded. Options not listed on an exchange are

 

32                         Invesco Floating Rate Fund


valued by an independent source at the mean between the last bid and asked prices. For purposes of determining net asset value (“NAV”) 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 securities) 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, if available, 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, company performance and returns of referenced assets.

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/asked quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.

The Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain Fund investments.

Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general 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 (net of withholding tax, if any) is recorded on the accrual basis from the settlement date. Facility fees received may be amortized over the life of the loan. 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.

Other income is comprised primarily of amendment fees which are recorded when received. Amendment fees are received in return for changes in the terms of the loan or note.

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 the Statement of Changes in Net Assets, or the net investment income per share and the 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

 

33                         Invesco Floating Rate 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 net investment income, if any, 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 recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed the Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

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 the credit agreement.
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. 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.
K. 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.
L. 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. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests and are shown in the Statement of Operations.

M. Forward Foreign Currency Contracts — The Fund may engage in foreign currency transactions either on a spot (i.e. for prompt delivery and settlement) basis, or through forward foreign currency contracts, to manage or minimize currency or exchange rate risk.

The Fund may also enter into forward 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, or the Fund may also enter into forward foreign currency contracts that do not provide for

 

34                         Invesco Floating Rate Fund


physical settlement of the two currencies, but instead are settled by a single cash payment calculated as the difference between the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount (non-deliverable forwards). The Fund will set aside liquid assets in an amount equal to daily mark-to-market obligation for forward foreign currency contracts.

A forward foreign currency contract is an obligation between two parties (“Counterparties”) to purchase or sell a specific currency for an agreed-upon price at a future date. The use of forward 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 forward 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.

N. Industry Focus — To the extent that the Fund invests a greater amount of its assets in securities of issuers in the banking and financial services industries, the Fund’s performance will depend to a greater extent on the overall condition of those industries. The value of these securities can be sensitive to changes in government regulation, interest rates and economic downturns in the U.S. and abroad.
O. Bank Loan Risk — 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 it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties.
P. Other Risks — The Fund may invest all or substantially of its assets in senior secured floating rate loans and senior secured debt securities that are determined to be 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”.

Q. Leverage Risk — The Fund may utilize leverage to seek to enhance the yield of the Fund by borrowing. There are risks associated with borrowing in an effort to increase the yield and distributions on the shares, including that the costs of the financial leverage may exceed the income from investments made with such leverage, the higher volatility of the net asset value of the shares, and that fluctuations in the interest rates on the borrowing may affect the yield and distributions to the shareholders. There can be no assurance that the Fund’s leverage strategy will be successful.

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%     

For the year ended August 31, 2015, the effective advisory fees incurred by the Fund was 0.61%.

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 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 Affiliated Sub-Adviser(s).

The Adviser has contractually agreed, through at least June 30, 2016, 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 Invesco continues the fee waiver agreement, it will terminate on June 30, 2016. The fee waiver agreement cannot be terminated during its term. The Adviser did not waive fees and/or reimburse expenses during the period under this expense limitation.

 

35                         Invesco Floating Rate Fund


Further, the Adviser has contractually agreed, through at least June 30, 2017, 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, 2015, the Adviser waived advisory fees of $87,997.

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, 2015, 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, 2015, 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 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 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, 2015, 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, 2015, IDI advised the Fund that IDI retained $179,751 in front-end sales commissions from the sale of Class A shares and $262,936 and $72,410 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 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, 2015. 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, 2015, there were transfers from Level 3 to Level 2 of $60,771,134, due to third-party vendor quotations utilizing more than one market quote and from Level 2 to Level 3 of $39,165,955, due to third party vendor quotations utilizing single market quotes.

 

     Level 1        Level 2        Level 3        Total  

Equity Securities

  $ 4,670,046         $ 2,708,335         $ 2,708,358         $ 10,086,739   

Variable Rate Senior Loan Interests

              1,926,219,227           150,150,779           2,076,370,006   

Bonds and Notes

              136,069,775                     136,069,775   

Structured Products

              117,650,076                     117,650,076   
      4,670,046           2,182,647,413           152,859,137           2,340,176,596   

Forward Foreign Currency Contracts*

               (220,053                   (220,053

Total Investments

  $ 4,670,046         $ 2,182,427,360         $ 152,859,137         $ 2,339,956,543   

 

* Unrealized appreciation (depreciation).

 

36                         Invesco Floating Rate Fund


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, 2015:

 

    

Beginning
Balance, as of
August 31,

2014

    Purchases     Sales     Accrued
discounts/
premiums
    Net realized
gain (loss)
    Net Change in
Unrealized
Appreciation/
(Depreciation)
   

Transfers

into

Level 3

   

Transfers

out of

Level 3

   

Ending

Balance, as of
August 31,
2015

 

Variable Rate Senior Loan Interests

  $ 137,602,418      $ 79,183,975      $ (42,172,739   $ 437,241      $ (302,205   $ (3,464,074   $ 38,982,876      $ (60,116,713   $ 150,150,779   

Equity Securities

    2,970,561        198,785                             10,354        183,079        (654,421     2,708,358   

Total

  $ 140,572,979      $ 79,382,760      $ (42,172,739   $ 437,241      $ (302,205   $ (3,453,720   $ 39,165,955      $ (60,771,134   $ 152,859,137   

Securities determined to be Level 3 at the end of the reporting period were valued utilizing quotes from a third-party vendor pricing service. A significant change in third-party pricing information could result in a significantly lower or higher value in Level 3 investments.

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, 2015:

 

    Value  
Risk Exposure/Derivative Type   Assets        Liabilities  

Currency Risk:

      

Forward foreign currency contracts(a)

  $ 465,136         $ (685,189

 

(a)  Values are disclosed on the Statement of Assets and Liabilities under the caption Unrealized appreciation on forward foreign currency contracts outstanding and Unrealized depreciation on forward foreign currency contracts outstanding.

Effect of Derivative Investments for the year ended August 31, 2015

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
 
  Forward Foreign
Currency Contracts
 

Realized Gain (Loss):

 

Currency risk

  $   

Change in Net Unrealized Appreciation (Depreciation):

 

Currency risk

    (220,053

Total

  $ (220,053

The table below summarizes the two month average notional value of forward foreign currency contracts outstanding during the period.

 

     Forward Foreign
Currency Contracts
 

Average notional value

  $ 40,467,508   

 

Open Forward Foreign Currency Contracts  

Settlement

Date

         Contract to     Notional
Value
    Unrealized
Appreciation
(Depreciation)
 
     Counterparty   Deliver     Receive      

09/15/15

    

State Street Bank and Trust

    EUR        13,075,000        USD        14,228,529      $ 14,674,853      $ (446,324 )

09/15/15

    

State Street Bank and Trust

    EUR        13,500,000        USD        14,912,991       15,151,856       (238,865 )

09/15/15

    

State Street Bank and Trust

    EUR        3,000,000        USD        3,394,665       3,367,079       27,586  

09/15/15

    

State Street Bank and Trust

    EUR        2,500,000        USD        2,871,145       2,805,899       65,246  

09/15/15

    

State Street Bank and Trust

    GBP        19,030,000        USD        29,571,567       29,199,263       372,304  

Total Forward Foreign Currency Contracts — Currency Risk

                                          $ (220,053

Currency Abbreviations:

 

EUR  

– Euro

GBP  

– British Pound Sterling

USD  

– U.S. Dollar

 

37                         Invesco Floating Rate Fund


Offsetting Assets and Liabilities

Accounting Standards Update (“ASU”) No. 2011-11, Disclosures about Offsetting Assets and Liabilities, which was subsequently clarified in Financial Accounting Standards Board ASU 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” is intended to enhance disclosures about financial instruments and derivative instruments that are subject to offsetting arrangements on the Statement of Assets and Liabilities and to enable investors to better understand the effect of those arrangements on the Fund’s financial position. In order for an arrangement to be eligible for netting, the Fund must have a basis to conclude that such netting arrangements are legally enforceable. The Fund enters into netting agreements and collateral agreements in an attempt to reduce the Fund’s Counterparty credit risk by providing for a single net settlement with a Counterparty of all financial transactions covered by the agreement in an event of default as defined under such agreement.

There were no derivative instruments subject to a netting agreement for which the Fund is not currently netting. The following tables present derivative instruments that are either subject to an enforceable netting agreement or offset by collateral arrangements as of August 31, 2015.

 

           Gross Amounts Not Offset in the
Statement of Assets and Liabilities
        
    Gross Amounts of
Recognized
Assets
     Financial
Instruments
     Collateral Received         
Counterparty         Non-Cash      Cash      Net Amount  

State Street Bank & Trust Co.

  $ 465,136       $ (465,136    $       $       $   
             
           Gross Amounts Not Offset in the
Statement of Assets and Liabilities
        
    Gross Amounts of
Recognized
Liabilities
     Financial
Instruments
     Collateral Pledged         
Counterparty         Non-Cash      Cash      Net Amount  

State Street Bank & Trust Co.

  $ 685,189       $ (465,136    $       $       $ 220,053   

NOTE 5—Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in demand deposit accounts used by the transfer agent for clearing shareholder transactions. For the year ended August 31, 2015, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $1,060.

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 were eligible to participate in a retirement plan that provided 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—Borrowings

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) $500,000,000 or (2) the limits set by its prospectus for borrowings. This agreement will expire on July 20, 2016.

Additionally, the Fund is permitted to temporarily carry a negative or overdrawn balance in its account with 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.

 

38                         Invesco Floating Rate Fund


NOTE 8—Unfunded Loan Commitments

As of August 31, 2015, 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    Type      Principal
Amount
       Value  

ABG Intermediate Holdings 2 LLC

  

Delayed Draw Incremental Term Loan

     $ 328,310         $ 328,310   

ABG Intermediate Holdings 2 LLC

  

Second Lien Delayed Draw Incremental Term Loan

       99,052           99,052   

Cequel Communications, LLC

  

Revolver Loan

       9,468,889           9,303,184   

David’s Bridal, Inc.

  

Asset-Based Revolver Loan

       1,572,680           1,431,139   

Delta Air Lines, Inc.

  

Revolver Loan

       1,144,857           1,111,943   

Equinox Holdings Inc.

  

Revolver Loan

       1,866,265           1,679,639   

Getty Images, Inc.

  

Revolver Loan

       6,893,288           5,342,298   

Hearthside Group Holdings, LLC

  

Revolver Loan

       2,701,077           2,668,799   

IAP Worldwide Services

  

Revolver Loan

       876,686           859,152   

Kenan Advantage Group, Inc.

  

Delayed Draw Term Loan 1

       106,061           105,895   

Lake at Las Vegas Joint Venture, LLC

  

Exit Revolver Loan

       12,703           9,590   

Post Holdings, Inc.

  

Revolver Loan

       3,566,087           3,556,245   

Realogy Corp.

  

Revolver Loan

       5,983,634           5,774,207   

Texas Competitive Electric Holdings Co. LLC

  

DIP Revolver Loan

       26,666,667           26,506,400   
            $ 61,286,256         $ 58,775,853   

NOTE 9—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended August 31, 2015 and 2014:

 

     2015        2014  

Ordinary income

  $ 111,532,582         $ 102,386,917   

Tax Components of Net Assets at Period-End:

 

     2015  

Undistributed ordinary income

  $ 769,995   

Net unrealized appreciation (depreciation) — investments

    (104,586,877

Net unrealized appreciation (depreciation) — other investments

    (11,270,900

Temporary book/tax differences

    (176,261

Post-October deferrals

    (8,828,082

Capital loss carryforward

    (13,195,866

Shares of beneficial interest

    2,477,223,348   

Total net assets

  $ 2,339,935,357   

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. Capital losses generated in years beginning after December 22, 2010 can be carried forward for an unlimited period, whereas previous losses expire in eight tax years. 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. Capital loss carryforwards with no expiration date 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 carryforwards in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

The Fund has a capital loss carryforward as of August 31, 2015, which expires as follows:

 

Capital Loss Carryforward*  
Expiration   Short-Term      Long-Term      Total  

August 31, 2017

  $ 2,739,285       $       $ 2,739,285   

No subject to expiration

    734,335         9,722,246         10,456,581   
    $ 3,473,620       $ 9,722,246       $ 13,195,866   

 

* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code and may be further limited depending upon a variety of factors, including the realization of net unrealized gains or losses as of the date of any reorganization.

 

39                         Invesco Floating Rate Fund


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, 2015 was $1,452,180,671 and $1,669,689,464, 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

  $ 15,158,466   

Aggregate unrealized (depreciation) of investment securities

    (119,745,343

Net unrealized appreciation (depreciation) of investment securities

  $ (104,586,877

Cost of investments for tax purposes is $2,444,763,473.

NOTE 11—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of the sale of bonds with amortization and foreign currency transactions, on August 31, 2015, undistributed net investment income was increased by $2,462,249 and undistributed net realized gain (loss) was decreased by $2,462,249. This reclassification had no effect on the net assets of the Fund.

NOTE 12—Share Information

 

     Summary of Share Activity  
    Years ended August 31,  
    2015 (a)      2014  
     Shares      Amount      Shares      Amount  

Sold:

          

Class A

    39,709,720       $ 308,748,638         73,021,095       $ 582,061,700   

Class C

    20,069,741         155,362,291         43,755,226         347,221,070   

Class R

    305,899         2,374,253         1,028,390         8,209,977   

Class Y

    75,722,818         587,249,556         86,284,466         686,988,793   

Class R5

    183,215         1,423,310         670,297         5,353,051   

Class R6

    4,230,090         33,067,238         3,394,845         27,056,438   

Issued as reinvestment of dividends:

          

Class A

    3,775,435         29,292,254         3,944,046         31,431,898   

Class C

    2,452,652         18,940,243         2,116,573         16,796,382   

Class R

    58,511         454,357         39,884         318,622   

Class Y

    3,496,532         27,064,107         2,630,434         20,928,501   

Class R5

    26,246         204,201         52,414         418,127   

Class R6

    626,454         4,856,839         387,916         3,091,977   

Reacquired:

          

Class A

    (59,768,075      (464,117,305      (68,738,831      (547,775,394

Class C

    (34,029,469      (262,935,202      (24,275,598      (192,656,477

Class R

    (182,991      (1,417,514      (116,049      (926,618

Class Y

    (73,501,780      (568,192,010      (57,403,642      (456,753,059

Class R5

    (767,212      (5,981,895      (873,072      (6,967,854

Class R6

    (2,338,925      (18,155,071      (1,286,994      (10,268,658

Net increase (decrease) in share activity

    (19,931,139    $ (151,761,710      64,631,400       $ 514,528,476   

 

(a)  There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 62% 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.

NOTE 13—Senior Loan Participation 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.

 

40                         Invesco Floating Rate Fund


At the year ended August 31, 2015, 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  

Barclays Bank PLC

  $ 6,893,288         $ 5,342,298   

Citibank N.A.

    32,650,301           32,280,607   

Goldman Sachs Lending Partners LLC

    5,138,768           4,987,384   

Total

  $ 44,682,357         $ 42,610,289   

NOTE 14—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 08/31/15

  $ 7.95      $ 0.35      $ (0.38   $ (0.03   $ (0.36   $ 7.56        (0.42 )%    $ 850,891        1.06 %(e)(f)      1.06 %(e)(f))      4.51 %(e)      59

Year ended 08/31/14

    7.93        0.32        0.03        0.35        (0.33     7.95        4.43        1,025,092        1.03 (f)      1.04 (f)      4.01        82   

Year ended 08/31/13

    7.77        0.35        0.17        0.52        (0.36     7.93        6.83        957,442        1.08 (f)      1.09 (f)      4.36        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   

Class C

                       

Year ended 08/31/15

    7.92        0.31        (0.39     (0.08     (0.32     7.52        (1.07     570,097        1.56 (e)(f)      1.56 (e)(f)      4.01 (e)      59   

Year ended 08/31/14

    7.90        0.28        0.03        0.31        (0.29     7.92        3.91        691,152        1.53 (f)      1.54 (f)      3.51        82   

Year ended 08/31/13

    7.73        0.31        0.18        0.49        (0.32     7.90        6.45        518,948        1.58 (f)      1.59 (f)      3.86        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   

Class R

                       

Year ended 08/31/15

    7.97        0.33        (0.39     (0.06     (0.34     7.57        (0.79     11,969        1.31 (e)(f)      1.31 (e)(f)      4.26 (e)      59   

Year ended 08/31/14

    7.95        0.30        0.03        0.33        (0.31     7.97        4.18        11,152        1.28 (f)      1.29 (f)      3.76        82   

Year ended 08/31/13

    7.79        0.33        0.17        0.50        (0.34     7.95        6.57        3,559        1.33 (f)      1.34 (f)      4.11        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   

Class Y

                       

Year ended 08/31/15

    7.94        0.37        (0.39     (0.02     (0.38     7.54        (0.31     805,611        0.81 (e)(f)      0.81 (e)(f)      4.76 (e)      59   

Year ended 08/31/14

    7.92        0.34        0.03        0.37        (0.35     7.94        4.69        802,508        0.78 (f)      0.79 (f)      4.26        82   

Year ended 08/31/13

    7.76        0.37        0.17        0.54        (0.38     7.92        7.10        550,974        0.83 (f)      0.84 (f)      4.61        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   

Class R5

                       

Year ended 08/31/15

    7.96        0.37        (0.39     (0.02     (0.38     7.56        (0.29     3,466        0.80 (e)(f)      0.80 (e)(f)      4.77 (e)      59   

Year ended 08/31/14

    7.94        0.34        0.03        0.37        (0.35     7.96        4.72        8,087        0.76 (f)      0.77 (f)      4.28        82   

Year ended 08/31/13

    7.77        0.37        0.18        0.55        (0.38     7.94        7.26        9,260        0.81 (f)      0.82 (f)      4.63        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   

Class R6

                       

Year ended 08/31/15

    7.95        0.38        (0.38     0.00        (0.39     7.56        (0.06     97,902        0.70 (e)(f)      0.70 (e)(f)      4.87 (e)      59   

Year ended 08/31/14

    7.94        0.35        0.01        0.36        (0.35     7.95        4.66        83,025        0.69 (f)      0.70 (f)      4.35        82   

Year ended 08/31/13(g)

    7.84        0.35        0.11        0.46        (0.36     7.94        6.01        63,032        0.76 (f)(h)      0.77 (f)(h)      4.68 (h)      97   

 

(a)  Calculated using average shares outstanding.
(b)  Includes redemption fees added to shares of beneficial interest which were less than $0.005 per share for the fiscal years ended August 31, 2012 and prior.
(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 $895,685, $615,755, $11,354, $815,239, $4,382 and $97,774 for Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.
(f)  Ratio includes line of credit expense of 0.03%, 0.02%, 0.02%, 0.03% and 0.01% for the years ended August 31, 2015, August 31, 2014, August 31, 2013, August 31, 2012 and August 31, 2011, respectively.
(g)  Commencement date September 24, 2012.
(h)  Annualized.

 

41                         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, 2015, 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, 2015 by correspondence with the custodian and brokers, and the application of alternative auditing procedures where confirmations of security purchases have not been received, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

October 28, 2015

Houston, Texas

 

42                         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, 2015 through August 31, 2015.

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
(03/01/15)
    ACTUAL     HYPOTHETICAL
(5% annual return before
expenses)
     Annualized
Expense
Ratio
 
    Ending
Account Value
(08/31/15)1
    Expenses
Paid During
Period2
    Ending
Account Value
(08/31/15)
    Expenses
Paid During
Period2
    
A   $ 1,000.00      $ 994.50      $ 5.33      $ 1,019.86      $ 5.40         1.06
C     1,000.00        990.50        7.83        1,017.34        7.93         1.56   
R     1,000.00        992.00        6.58        1,018.60        6.67         1.31   
Y     1,000.00        994.40        4.07        1,021.12        4.13         0.81   
R5     1,000.00        994.50        4.02        1,021.17        4.08         0.80   
R6     1,000.00        996.20        3.52        1,021.68        3.57         0.70   

 

1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2015 through August 31, 2015, 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.

 

43                         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 agreements. During contract renewal meetings held on June 9-10, 2015, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% of the Board, voting separately, approved the continuance for the Fund of the Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) and the Master Intergroup Sub-Advisory Contract for Mutual Funds with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts) for another year, effective July 1, 2015.

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 Board determined that continuation of the Fund’s investment advisory agreement and the sub-advisory contracts is in the best interest of the Fund and its shareholders and that 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 performance and investment management services provided by Invesco Advisers and the Affiliated Sub-Advisers to 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 Board had the benefit of reports from the Sub-Committees and Investments Committee throughout the year in considering approval of the continuance of each Invesco Fund’s investment advisory agreement and sub-advisory contracts for another year.

During the contract renewal process, the Board receives 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 Board also receives a report and this 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. 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.

The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation. The Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these 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 is a summary of 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 10, 2015, and does not reflect consideration of factors that became known to the Board after that date.

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. 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. 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, valuation and legal and compliance.

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 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 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 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

 

 

44                         Invesco Floating Rate Fund


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, but that Lipper does not provide information on a fund by fund basis as to what is included. The Board noted 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 the Fund’s rate was below the rate of one closed end fund. The Board also noted how the Fund’s rate compared to the effective sub-adviser fee rate of other funds sub-advised by Invesco Advisers.

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 types of 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

similar scope of services. The information received by the Board demonstrated that the aggregate services provided to the Invesco Funds were sufficiently different from those provided to institutional clients to support the difference in fees.

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 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.

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. 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 Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its affiliates 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. 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 providing 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; and that the services are required for the operation of the Fund.

The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. 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 with respect to investments in the affiliated money market 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 amount of advisory fees received by Invesco Advisors from the Fund’s investment of cash collateral from any securities lending arrangements in the affiliated money market funds is fair and reasonable.

 

 

45                         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, 2015:

 

Federal and State Income Tax

 

Qualified Dividend Income*

    0.73

Corporate Dividends Received Deduction*

    0.73

 

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

 

46                         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).

  144   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), Invesco Canada Holdings Inc. (holding company), Trimark Investments Ltd./Placements Trimark Ltèe and Invesco Financial Services Ltd/Services Financiers Invesco Ltèe; Chief Executive Officer, Invesco Corporate Class 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), Short-Term Investments Trust and Invesco Management Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management 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: Chief Executive Officer, Invesco Canada Fund Inc (corporate mutual fund company); 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; 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), and Short-Term Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc..

  144   None

 

1  Mr. Flanagan is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) 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.

 

2  Mr. Taylor is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer and a director of the Adviser.

 

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; Chairman, Board of Governors of INTELSAT (international communications company); ACE Limited (insurance company); Independent Directors Council and Investment Company Institute

  144   ALPS (Attorneys Liability Protection Society) (insurance company) and Globe Specialty Metals, Inc. (metallurgical company)

David C. Arch — 1945

Trustee

  2010   Chairman of Blistex Inc., a consumer health care products manufacturer   144   Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan; Member of the Audit Committee of the Edward-Elmhurst Hospital

James T. Bunch — 1942

Trustee

  2000  

Managing Member, Grumman Hill Group LLC (family office/private equity investments)

 

Formerly: Founder, Green Manning & Bunch Ltd. (investment banking firm) (1988-2010); Executive Committee, United States Golf Association; and Chairman, Board of Governors, Western Golf Association

  144   Chairman of the Board of Trustees, Evans Scholars Foundation; and Chairman of the Board, 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

  144   Director of Quidel Corporation and Stericycle, 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); Nature’s Sunshine Products, Inc. and Reich & Tang Funds (5 portfolios) (registered investment company)

 

Formerly: Director, Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company); 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)

  144   Director of: Nature’s Sunshine Products, Inc., Reich & Tang Funds, Homeowners of America Holding Corporation/ Homeowners of America Insurance Company, the Boss Group

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

  144   Insperity, Inc. (formerly known as Administaff)

Prema Mathai-Davis — 1950

Trustee

  2003   Retired. Formerly: Chief Executive Officer, YWCA of the U.S.A.   144   None

Larry Soll — 1942

Trustee

  1997   Retired. Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)   144   None

Hugo F. Sonnenschein — 1940

Trustee

  2010   President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to 2000, President of the University of Chicago   144   Trustee of the University of Rochester and a member of its investment committee; Member of the National Academy of Sciences and the American Philosophical Society; Fellow of the American Academy of Arts and Sciences
Raymond Stickel, Jr. — 1944 Trustee   2005   Retired. Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche   144   None

 

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)

Suzanne H. Woolsey — 1941

Trustee

  2014   Chief Executive Officer of Woolsey Partners LLC   144   Emeritus Chair of the Board of Trustees of the Institute for Defense Analyses; Trustee of Colorado College; Trustee of California Institute of Technology; Prior to 2014, Director of Fluor Corp.; Prior to 2010, Trustee of the German Marshall Fund of the United States; Prior to 2010 Trustee of the Rocky Mountain Institute
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; Managing Director, 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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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
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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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

 

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)                
Karen Dunn Kelley — 1960
Vice President
  2003  

Senior Managing Director, Investments, Invesco Ltd.; 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; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust); and President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust only)

 

Formerly: Director and President, INVESCO Asset Management (Bermuda) Ltd., 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.; 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), and Short-Term Investments Trust only)

  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, and PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Commodity Fund Trust; Anti-Money Laundering Compliance Officer and Bank Secrecy Act Officer, INVESCO National Trust Company and Invesco Trust Company; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, Inc..   N/A   N/A

Lisa O. Brinkley — 1959

Chief Compliance Officer

  2004  

Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A., Inc.); and Chief Compliance Officer, The Invesco Funds

 

Formerly: Global Assurance Officer, Invesco Ltd. and Vice President, The Invesco Funds; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company.

  N/A   N/A

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

1000 Louisiana Street, Suite 5800

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


 

LOGO

 

 

Invesco mailing information

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

 

 

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.

   LOGO

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


 

 

LOGO

 

 

 

Annual Report to Shareholders

 

   August 31, 2015
 

 

Invesco Global Real Estate Income Fund

 

 

Nasdaq:

A: ASRAX ¡ B: SARBX ¡ C: ASRCX ¡ Y: ASRYX ¡ R5: ASRIX ¡ R6: ASRFX

 

LOGO


 

Letters to Shareholders

 

 

LOGO Philip Taylor

  

Dear Shareholders:

This annual report includes information about your Fund, including performance data and a complete list of its investments as of the close of the reporting period. Inside is a discussion of how your Fund was managed and the factors that affected its performance during the reporting period. I hope you find this report of interest.

The US economy expanded and unemployment declined throughout the reporting period. The sharp drop in oil prices that began in mid-2014 continued to benefit consumers, but a strong US dollar crimped corporate profits. The US Federal Reserve signaled that it was increasingly likely to raise interest rates, based on generally positive economic data, but uncertainty remained about when it would act. Overseas, the story was much different. Low energy prices hurt the economies of some oil-producing nations, such as Brazil and Russia. During the reporting period, the European Central Bank as well as central banks in China and

Japan – among other countries – either instituted or maintained extraordinarily accommodative monetary policies in response to economic weakness.

    Investor uncertainty, such as we saw for much of the reporting period – and market volatility, such as we saw at the end of the reporting period – are unfortunate facts of life when it comes to investing. Some investors use these things as excuses to delay saving and investing for their long-term financial goals. That’s why Invesco encourages investors to work with a professional financial adviser who can stress the importance of starting to save and invest early and the importance of adhering to a disciplined investment plan – when times are good and when they’re uncertain. A financial adviser who knows your unique financial situation, investment goals and risk tolerance can be an invaluable partner as you seek to achieve your financial goals. He or she can offer a long-term perspective when markets are volatile and time-tested advice and guidance when your financial situation or investment goals change.

Timely information when and where you want it

Invesco’s efforts to help investors achieve their financial objectives include providing individual investors and financial professionals with timely information about the markets, the economy and investing – whenever and wherever they want it.

    Our website, invesco.com/us, offers a wide range of market insights and investment perspectives. On the website, you’ll find detailed information about our funds, including prices, performance, holdings and portfolio manager commentaries. You can access information about your account by completing a simple, secure online registration. Click on the “Need to register” link in the “Account Access” box on our homepage to get started.

    Invesco’s mobile apps for iPhone® and iPad® (both available free from the App StoreSM) allow you to obtain the same detailed information, monitor your account and create customizable watch lists. Also, they allow you to access investment insights from our investment leaders, market strategists, economists and retirement experts. You can sign up to be alerted when new commentary is added, and you can watch portfolio manager videos and have instant access to Invesco news and updates wherever you may be.

    In addition to the resources accessible on our website and through our mobile app, you can obtain timely updates to help you stay informed about the markets, the economy and investing by connecting with Invesco on Twitter, LinkedIn or Facebook. You can access our blog at blog.invesco.us.com. Our goal is to provide you the information you want, when and where you want it.

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,

 

LOGO

Philip Taylor

Senior Managing Director, Invesco Ltd.

 

iPhone and iPad are trademarks of Apple Inc., registered in the US and other countries. App Store is a service mark of Apple Inc. Invesco Distributors, Inc. is not affiliated with Apple Inc.

 

2                         Invesco Global Real Estate Income Fund


LOGO

Bruce Crockett

  

Dear Fellow Shareholders:

Among the many important lessons I’ve learned in more than 40 years in a variety of business endeavors is the value of a trusted advocate.

As independent chair of the Invesco Funds Board, I can assure you that the members of the Board are strong advocates for the interests of investors in Invesco’s mutual funds. We work hard to represent your interests through oversight of the quality of the investment management services your funds receive and other matters important to your investment, including but not limited to:

n Ensuring that Invesco offers a diverse lineup of mutual funds that your financial adviser can use to strive to meet your financial needs as your investment goals change over time.

n Monitoring how the portfolio management teams of the Invesco funds are performing in light of changing economic and market conditions.

n   Assessing each portfolio management team’s investment performance within the context of the investment strategy described in the fund’s prospectus.
n   Monitoring for potential conflicts of interests that may impact the nature of the services that your funds receive.

We believe one of the most important services we provide our fund shareholders is the annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This review is required by the Investment Company Act of 1940 and focuses on the nature and quality of the services Invesco provides as the adviser to the Invesco funds and the reasonableness of the fees that it charges for those services. Each year, we spend months carefully reviewing information received from Invesco and a variety of independent sources, such as performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field. We also meet with our independent legal counsel and other independent advisers to review and help us assess the information that we have received. Our goal is to assure that you receive quality investment management services for a reasonable fee.

I trust the measures outlined above provide assurance that you have a worthy advocate when it comes to choosing the Invesco Funds.

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,

 

LOGO

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

For the fiscal year ended August 31, 2015, Class A shares of Invesco Global Real Estate Income Fund (the Fund), at net asset value (NAV), produced a negative return that outperformed the Fund’s style-specific benchmark, the Custom Global Real Estate Income Index.

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

 

  

     

  

Fund vs. Indexes

Total returns, 8/31/14 to 8/31/15, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

 

  

    

Class A Shares

     -3.08

Class B Shares

     -3.83   

Class C Shares

     -3.83   

Class Y Shares

     -2.75   

Class R5 Shares

     -2.68   

Class R6 Shares

     -2.70   

MSCI World Indexq (Broad Market Index)

     -4.13   

Custom Global Real Estate Income Indexn (Style-Specific Index)

     -4.78   
Lipper Global Real Estate Funds Classification Average¿ (Peer Group Index)      -4.45   
Source(s): qFactSet Research Systems Inc.; nInvesco, FactSet Research Systems Inc.; ¿Lipper Inc.   

 

 

Market conditions and your Fund

We evaluate securities for the Fund based primarily on the relative attractiveness of income with a secondary consideration for the potential for capital appreciation. The qualified investment universe includes global public real estate equity and debt securities, including common stock, preferred securities, corporate debt and commercial mortgage-backed securities (CMBS). When constructing the portfolio, we first set a strategic equity versus debt asset allocation and then apply a fundamentals-driven investment process in an effort to identify securities with certain characteristics including: attractive relative yields, favorable property market outlook, and attractive valuations relative to peer investment alternatives.

While overall global growth remained positive during the fiscal year ended August 31, 2015, there was a great deal of variation from region to region, and

country to country, in the rate of growth, the sustainability of growth and the risks to continued growth. Most importantly, the US economy has been trending relatively well, despite the pullback in crude oil prices and equities. Economic growth in China, Japan and the eurozone remained weak, however, and as such, the use of historically unconventional means of economic stimulus remained necessary. Economic rebalancing and balance sheet repair still remain key themes in many nations’ economies and continue to be reflected in below-long-term-average gross domestic product growth and very modest inflationary pressures.

In most key real estate markets around the world, supply of newly developed buildings has been low since the global financial crisis, and vacancy levels have declined since 2009. This is resulting in many real estate markets, particularly

 

those in the US, now experiencing rental growth as improved trade, employment or consumption growth become reflected in demand for space. Security of existing earnings from lease contracts and the effect of low interest rates are proving supportive for cash flow from the sector.

  Global real estate equities, as measured by the FTSE EPRA/NAREIT Developed Index, declined during the reporting period. This performance was generally in line with broad global equity markets, as measured by the MSCI World Index.

  On an absolute basis, preferred securities, convertible preferred securities and CMBS contributed to Fund performance during the fiscal year. Common stocks and corporate debt detracted from performance during the fiscal year largely as a result of investor reaction to rising interest rates in the US, falling crude oil prices and the resulting impact on real estate demand, and concern about sluggish economic growth in Asia.

  From a sector standpoint, residential, self-storage and health care real estate investment trusts (REITs) – generally more defensive sectors – contributed to absolute Fund performance. Diversified real estate companies, which are primarily international companies, were the largest detractor from Fund performance given growth concerns abroad. Additionally, industrial and office REITs, which tend to be more economically sensitive sectors, also detracted from absolute Fund performance. From a country standpoint, the US was the largest contributor to performance, while Japan and Australia were the largest detractors.

  In light of increased volatility among equities, we reduced the Fund’s exposure to real estate common stocks during the reporting period. The equity portion of the Fund was focused on companies we believed may be able to grow their

 

 

 

Portfolio Composition

By country

 

United States

     62.3

Australia

     7.2   

United Kingdom

     6.7   

Japan

     6.4   

Hong Kong

     3.5   

France

     3.3   

Singapore

     2.5   
Countries each less than 2.0% of the portfolio      7.0   

Other Assets Less Liabilities

     1.1   

 

Top 10 Equity Holdings*

 

  1.   Unibail-Rodamco S.E.   2.7%
  2.   Land Securities Group PLC   2.6
  3.   Ventas, Inc.   1.9
  4.   Essex Property Trust, Inc., Series H, 7.13% Pfd.   1.6
  5.   Hudson Pacific Properties Inc., Series B, 8.38% Pfd.   1.6

  6.

  Stockland   1.5
  7.   Simon Property Group, Inc.   1.5
  8.   LaSalle Hotel Properties   1.4
  9.   Mid-America Apartment Communities, Inc.   1.4
10.   Brixmor Property Group, Inc.   1.4

 

  Total Net Assets

  $ 1.0 billion   

 

  Total Number of Holdings*

    159   

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


underlying cash flows and increase their dividends. The fixed income portion of the Fund sought to minimize interest rate risk while maximizing return potential. Thus, we maintained a short duration on our fixed income investments, as we believed interest rates could rise. Further-more, a significant portion of our fixed income investments were floating rate securities, which have yields that increase if interest rates rise. For our preferred securities allocation, we remained focused on higher-paying coupons with shorter-dated call schedules, which we believed may have the opportunity to be less volatile compared with 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 seek 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.

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.

    

LOGO

  

Joe Rodriguez

Portfolio Manager, is lead manager of Invesco Global Real Estate Income Fund. He is Head of Global Securities with

Invesco Real Estate, where he overseas all phases of the unit, including securities research and administration. Mr. Rodriguez joined Invesco in 1990. He earned a BBA in economics and finance and an MBA in finance from Baylor University.

 

LOGO   

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.

 

LOGO   

James Cowen

Portfolio Manager, is manager of Invesco Global Real Estate Income Fund. He joined Invesco in 2000. 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.

 

LOGO   

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.

 

LOGO   

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.

 

LOGO   

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 8/31/05

 

LOGO

 

1 Source: FactSet Research Systems Inc.
2 Source(s): Invesco, FactSet Research Systems Inc.
3 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 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 8/31/15, including maximum applicable

sales charges

  

  

 

Class A Shares

        

Inception (5/31/02)

     8.40

10 Years

     4.65   

  5 Years

     6.45   

  1 Year

     -8.39   

 

Class B Shares

        

10 Years

     4.43

  5 Years

     6.54   

  1 Year

     -8.48   

 

Class C Shares

        

10 Years

     4.39

  5 Years

     6.85   

  1 Year

     -4.76   

 

Class Y Shares

        

10 Years

     5.39

  5 Years

     7.94   

  1 Year

     -2.75   

 

Class R5 Shares

        

10 Years

     5.58

  5 Years

     8.05   

  1 Year

     -2.68   

 

Class R6 Shares

        

10 Years

     5.38

  5 Years

     7.95   

  1 Year

     -2.70   

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.

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 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 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 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 R6 shares incepted on September 24, 2012. Performance shown prior

Average Annual Total Returns

  

As of 6/30/15, the most recent calendar quarter end,including maximum applicable sales charges    

 

Class A Shares

        

Inception (5/31/02)

     8.68

10 Years

     4.98   

  5 Years

     8.32   

  1 Year

     -4.81   

 

Class B Shares

        

10 Years

     4.75

  5 Years

     8.45   

  1 Year

     -4.79   

 

Class C Shares

        

10 Years

     4.73

  5 Years

     8.74   

  1 Year

     -0.92   

 

Class Y Shares

        

10 Years

     5.73

  5 Years

     9.83   

  1 Year

     1.06   

 

Class R5 Shares

        

10 Years

     5.91

  5 Years

     9.92   

  1 Year

     1.02   

 

Class R6 Shares

        

10 Years

     5.72

  5 Years

     9.83   

  1 Year

     1.21   

to that date is that of Class A shares and includes the 12b-1 fees applicable to Class A shares.

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 1.28%, 2.03%, 2.03%, 1.03%, 0.92% and 0.88%, respectively. The expense ratios presented

above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

Class A share performance reflects the maximum 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 reflects any applicable fee waivers and/or expense reimbursements. Had the adviser not waived fees and/or reimbursed expenses currently or in the past, returns would have been lower. See current prospectus for more information.

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.

 

 

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, 2015, and is based on total net assets.
n   Unless otherwise noted, all data provided by Invesco.
n   To access your Fund’s reports/prospectus, visit invesco.com/fundreports.

 

 

About share classes

n   On March 12, 2007, Invesco Select Real Estate Income Fund was reorganized from a Closed-End Fund to an Open-End Fund. Information presented for Class A shares prior to the reorganization included financial data for the Closed-End Fund’s Common Shares.
n   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. Please see the prospectus for more information.

 

 

Principal risks of investing in the Fund

n   Changing fixed income market conditions risk. The current low interest rate environment was created in part by the Federal Reserve Board (FRB) and certain foreign central banks keeping the federal funds and equivalent foreign rates at or near zero. There is a risk that interest rates will rise when the FRB and central banks raise these rates. This risk is heightened due to the “tapering” of the FRB’s quantitative easing program and other similar foreign central bank actions. This tapering and eventual increase in the federal funds and equivalent foreign rates may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. In addition, decreases in fixed income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed income markets. As a result, the value of the Fund’s investments and share price may decline. Changes in central bank policies could also result in higher than normal
   

shareholder redemptions, which could potentially increase portfolio turnover and the Fund’s transaction costs.

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   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 value of a derivative instrument depends largely on (and is derived from) the value of an underlying security, currency, commodity, interest rate, index or other asset (each referred to as an underlying asset). In addition to risks relating to the underlying assets, the use of derivatives may include other, possibly greater, risks, including counterparty, leverage and liquidity risks. Counterparty risk is the risk that the counterparty to the derivative contract will default on its obligation to pay the Fund the amount owed or otherwise perform under the derivative contract. Derivatives create leverage risk because they do not require payment up front equal to the economic exposure created by owning the derivative. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative, which may make the Fund’s returns more volatile and increase the risk of loss. Derivative instruments may also be less liquid than more traditional investments and the Fund may be unable to sell or close out
   

its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. Derivatives may also be harder to value, less tax efficient and subject to changing government regulation that could impact the Fund’s ability to use certain derivatives or their cost. Also, derivatives used for hedging or to gain or limit exposure to a particular market segment may not provide the expected benefits, particularly during adverse market conditions.

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   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.
 

 

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 Global Real Estate Income 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   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. The Fund concentrates its investments in the securities of real estate and real estate related companies. 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. Shares of real estate related companies, which tend to be small- and mid-cap companies, may be more volatile and less liquid. If a real estate related company defaults on
 

certain types of debt obligations, the Fund may own real estate directly, which involves additional risks such as 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 higher price, thereby causing the Fund to incur a loss. A short position in a security poses more risk than holding the same security long. As there is no limit on how much the price of the security can increase, the Fund’s exposure is unlimited. In order to establish a short position in a security, the Fund must borrow the security from a broker. The Fund may not always be able to borrow a security the Fund seeks to sell short at a particular time or at an acceptable price. The Fund also may not always be able to close out the short position by replacing the borrowed securities at a particular time or at an acceptable price. The Fund will incur increased transaction costs associated with selling securities short. In addition, taking short positions in securities results in a form of leverage which may cause the Fund to be volatile.
n   Small- and mid-capitalization risks. Stocks of small- and mid-sized companies tend to be more vulnerable to adverse developments 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.

 

 

About indexes used in this report

n   The MSCI World Index 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 Custom Global Real Estate Income Index is an index composed of
 

the FTSE NAREIT All Equity REIT Index through August 31, 2011, and FTSE EPRA/NAREIT Developed Index thereafter, which is computed using the net return by withholding applicable taxes.

n   The FTSE EPRA/NAREIT Developed Index 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 nonresident investors.
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 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 (NAVs) 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 NAVs for shareholder transactions and the returns based on those NAVs may differ from the NAVs 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.
 

 

9                         Invesco Global Real Estate Income Fund


Schedule of Investments

August 31, 2015

 

     Shares      Value  

Real Estate Investment Trusts, Common Stocks & Other Equity Interests–56.00%

   

Australia–6.50%   

Dexus Property Group

    475,232       $ 2,480,407   

Federation Centres

    6,052,345         12,153,646   

Goodman Group

    2,520,015         10,890,506   

Scentre Group

    4,377,709         11,823,084   

Stockland

    5,515,956         15,294,513   

Westfield Corp.

    1,962,030         13,614,673   
               66,256,829   
Canada–1.65%   

Allied Properties REIT

    220,500         5,842,236   

Canadian REIT

    173,500         5,406,628   

H&R REIT

    351,200         5,512,107   
               16,760,971   
France–3.29%   

ICADE

    40,245         2,883,397   

Mercialys S.A.

    142,269         3,194,736   

Unibail-Rodamco S.E.

    105,930         27,405,455   
               33,483,588   
Germany–1.47%   

Deutsche Wohnen AG

    360,945         9,470,724   

LEG Immobilien AG

    73,282         5,499,524   
               14,970,248   
Hong Kong–3.51%   

Cheung Kong Property Holdings Ltd.(a)

    370,500         2,595,890   

Fortune REIT

    1,272,800         1,226,532   

Henderson Land Development Co. Ltd.

    771,700         4,739,462   

Hongkong Land Holdings Ltd.

    683,300         4,728,436   

Kerry Properties Ltd.

    547,500         1,631,792   

Link REIT

    1,465,000         7,769,226   

New World Development Co. Ltd.

    4,106,000         4,159,219   

Sun Hung Kai Properties Ltd.

    379,000         4,789,609   

Wharf Holdings Ltd. (The)

    736,000         4,142,054   
               35,782,220   
Japan–6.36%   

Activia Properties, Inc.

    534         4,367,163   

AEON REIT Investment Corp.

    1,789         2,005,321   

Japan Hotel REIT Investment Corp.

    8,124         5,006,809   

Japan Logistics Fund Inc.

    1,106         1,998,926   

Japan Prime Realty Investment Corp.

    1,350         4,368,844   

Japan Retail Fund Investment Corp.

    4,031         7,412,724   

Kenedix Retail REIT Corp.(a)

    2,078         4,391,055   

Mitsubishi Estate Co. Ltd.

    280,000         5,999,501   

Mitsui Fudosan Co., Ltd.

    460,000         12,705,854   

Mori Hills REIT Investment Corp.

    5,868         6,747,248   

ORIX JREIT Inc.

    2,451         3,086,225   
     Shares      Value  
Japan–(continued)   

Tokyu Fudosan Holdings, Corp.

    519,000       $ 3,553,104   

United Urban Investment Corp.

    2,396         3,150,726   
               64,793,500   
Netherlands–1.31%   

Eurocommercial Properties N.V.

    72,804         3,221,671   

Vastned Retail N.V.

    116,309         5,303,443   

Wereldhave N.V.

    84,890         4,853,136   
               13,378,250   
Singapore–2.50%   

Ascendas REIT

    3,573,000         5,646,110   

CapitaLand Commercial Trust

    3,946,500         3,719,420   

CapitaLand Mall Trust

    1,462,100         1,980,189   

Frasers Centrepoint Trust

    3,679,300         5,071,031   

Mapletree Industrial Trust

    8,355,000         9,087,957   
               25,504,707   
South Africa–0.84%   

Growthpoint Properties Ltd.

    1,748,949         3,445,396   

Hyprop Investments Ltd.

    551,798         5,151,533   
               8,596,929   
Sweden–0.34%   

Castellum AB

    246,106         3,476,234   
Switzerland–0.66%     

Mobimo Holding AG

    7,530         1,556,776   

Swiss Prime Site AG

    65,882         5,155,659   
               6,712,435   
United Kingdom–4.67%   

Big Yellow Group PLC

    323,624         3,337,960   

British Land Co. PLC (The)

    484,195         6,038,478   

Hammerson PLC

    1,023,815         9,788,593   

Land Securities Group PLC

    1,366,563         26,020,831   

Segro PLC

    368,423         2,349,874   
               47,535,736   
United States–22.90%   

American Campus Communities, Inc.

    162,100         5,551,925   

Apple Hospitality REIT, Inc.

    417,300         7,390,383   

AvalonBay Communities, Inc.

    80,026         13,209,092   

Brandywine Realty Trust

    123,200         1,493,184   

Brixmor Property Group, Inc.

    627,200         14,312,704   

Care Capital Properties, Inc.(a)

    79,250         2,519,358   

Cohen & Steers Quality Income Realty Fund, Inc.

    357,173         3,896,757   

Corrections Corp. of America

    202,777         5,957,588   

Crown Castle International Corp.

    49,100         4,094,449   

DiamondRock Hospitality Co.

    780,100         9,173,976   

Digital Realty Trust, Inc.,

    63,800         4,039,816   
 

 

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 States–(continued)     

Federal Realty Investment Trust

    65,700       $ 8,480,556   

Healthcare Trust of America, Inc.–Class A

    569,300         13,668,893   

Highwoods Properties, Inc.

    128,100         4,860,114   

Hudson Pacific Properties Inc.

    241,700         6,861,863   

LaSalle Hotel Properties

    467,700         14,713,842   

Liberty Property Trust

    163,900         5,038,286   

Mid-America Apartment Communities, Inc.

    182,900         14,374,111   

National Health Investors, Inc.

    111,900         6,165,690   

National Retail Properties Inc.

    201,700         7,009,075   

Prologis, Inc.

    53,300         2,025,400   

QTS Realty Trust, Inc.–Class A

    73,400         2,949,946   

Realty Income Corp.

    185,466         8,288,476   

Retail Opportunity Investments Corp.

    871,000         13,875,030   

Rexford Industrial Realty, Inc.

    233,300         3,014,236   

RLJ Lodging Trust

    512,000         14,100,480   

Simon Property Group, Inc.

    83,900         15,044,948   

Terreno Realty Corp.

    111,800         2,274,012   

Ventas, Inc.

    343,700         18,910,374   
               233,294,564   

Total Real Estate Investment Trusts,
Common Stocks & Other Equity Interests
(Cost $582,234,178)

    

     570,546,211   

Preferred Stocks–21.69%

  

Australia–0.43%   

Goodman PLUS Trust, 6.04% Unsec. Sub. Gtd. Floating Rate Pfd.(b)

    60,179         4,338,618   
United States–21.26%   

Alexandria Real Estate Equities Inc.,
Series E, 6.45% Pfd.

    71,000         1,853,100   

American Tower Corp.,
$5.50 Conv. Pfd.

    44,000         4,515,720   

American Tower Corp., Series A,
$5.25 Conv. Pfd.

    86,240         8,851,673   

CoreSite Realty Corp., Series A, 7.25% Pfd.

    408,585         10,770,301   

Crown Castle International Corp.,
Series A, $4.50 Conv. Pfd.

    123,900         12,933,921   

CubeSmart, Series A, 7.75% Pfd.

    336,352         8,886,420   

Digital Realty Trust, Inc. Series E, 7.00% Pfd.

    122,000         3,147,600   

Eagle Hospitality Properties Trust Inc.,
Series A, 8.25% Pfd.

    195,800         12,257   

Essex Property Trust, Inc., Series H,
7.13% Pfd.

    632,720         16,355,812   

Health Care REIT, Inc., Series I, $3.25 Conv. Pfd.

    46,400         2,763,120   

Health Care REIT, Inc., Series J, 6.50% Pfd.

    348,031         9,222,821   

Hersha Hospitality Trust, Series B, 8.00% Pfd.

    340,500         8,686,155   

Hudson Pacific Properties Inc.,
Series B, 8.38% Pfd.

    631,407         16,201,904   
     Shares      Value  
United States–(continued)     

Kilroy Realty Corp., Series G, 6.88% Pfd.

    222,502       $ 5,767,252   

Kilroy Realty Corp., Series H, 6.38% Pfd.

    292,827         7,429,021   

Kimco Realty Corp., Series H, 6.90% Pfd.

    100,000         2,537,000   

LaSalle Hotel Properties,
Series H, 7.50% Pfd.

    249,210         6,439,586   

National Retail Properties Inc.,
Series D, 6.63% Pfd.

    334,504         8,740,589   

Pebblebrook Hotel Trust,
Series A, 7.88% Pfd.

    471,065         12,195,873   

Pebblebrook Hotel Trust,
Series B, 8.00% Pfd.

    365,910         9,469,751   

Pebblebrook Hotel Trust,
Series C, 6.50% Pfd.

    127,670         3,201,964   

Public Storage, Series P, 6.50% Pfd.

    130,913         3,336,972   

Public Storage, Series Q, 6.50% Pfd.

    215,309         5,565,738   

Public Storage, Series R, 6.35% Pfd.

    278,634         7,233,339   

Public Storage, Series Y, 6.38% Pfd.

    474,114         12,701,514   

Realty Income Corp.,
Series F,
6.63% Pfd.

    104,640         2,781,331   

Regency Centers Corp., Series 6, 6.63% Pfd.

    156,200         4,069,010   

Regency Centers Corp., Series 7, 6.00% Pfd.

    30,162         754,050   

Summit Hotel Properties, Inc.,
Series A, 9.25% Pfd.

    165,294         4,423,267   

Summit Hotel Properties, Inc.,
Series B, 7.88% Pfd.

    161,156         4,152,990   

Terreno Realty Corp.,
Series A, 7.75% Pfd.

    169,651         4,421,105   

Vornado Realty Trust,
Series I,
6.63% Pfd.

    281,574         7,182,953   
               216,604,109   

Total Preferred Stocks
(Cost $223,222,835)

   

     220,942,727   
    Principal
Amount
        

Mortgage-Backed Securities–19.65%

  

United Kingdom–2.09%   

Hercules (Eclipse) PLC., Series 2006-4, Class B, Floating Rate Pass Through Ctfs., 0.93%, 10/25/18(b)(c)

  GBP  4,690,779         6,976,782   

Logistics UK PLC, Series 2015-1A, Class E, Floating Rate Pass through Ctfs., 4.00%, 08/20/25(b)(c)(d)

  GBP  7,500,000         11,349,765   
 

 

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

 

11                         Invesco Global Real Estate Income Fund


     Principal
Amount
     Value  
United Kingdom–(continued)   

Triton European Loan Conduit PLC, Series 26X, Class F, Floating Rate Pass Through Ctfs., 1.08%, 10/25/19(b)(c)

  GBP  661,678       $ 977,439   

Series 26X, Class G, Floating Rate Pass Through Ctfs., 1.26%, 10/25/19(b)(c)

  GBP  975,926         1,427,046   

Series 26X , Class H, Floating Rate Pass Through Ctfs., 1.42%, 10/25/19(b)(c)

  GBP  354,014         514,648   
               21,245,680   
United States–17.56%   

ACRE Commercial Mortgage Trust,

    

Series 2013-FL1, Class C, Floating Rate Pass Through Ctfs., 3.20%, 06/15/30(b)(d)

        $ 11,137,295         11,165,266   

Series 2013-FL1, Class D, Floating Rate Pass Through Ctfs., 4.60%, 06/15/30(b)(d)

    19,706,000         19,816,718   

Banc of America Merrill Lynch Commercial Mortgage Inc., Series 2004-2, Class L, Pass Through Ctfs., 4.90%, 11/10/38(d)

    600,000         600,489   

Series 2005-5, Class F, Variable Rate Pass Through Ctfs., 5.56%, 10/10/45(b)(d)

    5,800,000         5,809,225   

Banc of America Merrill Lynch Large Loan Inc.,
Series 2014-FRR7, Class B, Floating Rate Pass Through Ctfs., 2.44%, 10/26/44(b)(d)

    4,900,000         4,659,373   

Series 2014-ICTS, Class E, Floating Rate Pass Through Ctfs., 3.15%, 06/15/28(b)(d)

    8,550,000         8,514,535   

Series 2015-ASHF, Class E, Floating Rate Pass Through Ctfs., 4.20%, 01/15/28(b)(d)

    1,400,000         1,399,797   

Bear Stearns Commercial Mortgage Securities Trust, Series 2004-PWR6, Class B, Pass Through Ctfs., 4.95%, 11/11/41(d)

    34,600         35,661   

Series 2005-PWR8, Class C, Pass Through Ctfs., 4.86%, 06/11/41

    100,560         100,488   

Citigroup Commercial Mortgage Trust, Series 2014-388G, Class E, Floating Rate Pass Through Ctfs., 2.55%, 06/15/33(b)(d)

    11,700,000         11,592,869   

Credit Suisse First Boston Mortgage Securities Corp.,
Series 2005-C5, Class C, Pass Through Ctfs., 5.10%, 08/15/38

    4,975,000         4,969,478   
     Principal
Amount
     Value  
United States–(continued)     

Del Coronado Trust,
Series 2013-HDMZ, Class M, Floating Rate Pass Through Ctfs., 5.20%, 03/15/18(b)(d)

  $ 12,420,000       $ 12,355,416   

FREMF Mortgage Trust,
Series 2012-KF01, Class C, Floating Rate Pass Through Ctfs., 3.01%, 10/25/44(b)(d)

    1,278,000         1,340,065   

GS Mortgage Securities Corp. Trust, Series 2013-NYC5, Class F, Variable Rate Pass Through Ctfs., 3.77%, 01/10/30(b)(d)

    9,200,000         9,241,308   

Series 2013-NYC5, Class G, Variable Rate Pass Through Ctfs., 3.77%, 01/10/30(b)(d)

    4,000,000         3,952,600   

GS Mortgage Securities Trust,
Series GSMS 2011-GC3, Class E, Pass Through Ctfs., 5.00%, 03/10/44(d)

    7,888,000         7,681,883   

Series GSMS 2011-GC3, Class F, Pass Through Ctfs., 5.00%, 03/10/44(d)

    4,900,000         4,342,748   

Series GSMS 2011-GC5, Class E, Variable Rate Pass Through Ctfs., 5.47%, 08/10/44(b)(d)

    11,025,000         10,835,232   

Hilton USA Trust,
Series 2013-HLF, Class DFL, Floating Rate Pass Through Ctfs., 2.94%, 11/05/30(b)(d)

    2,808,575         2,806,095   

Series 2013-HLF, Class EFL, Floating Rate Pass Through Ctfs., 3.94%, 11/05/30(b)(d)

    12,195,130         12,184,715   

JP Morgan Chase Commercial Mortgage Securities Corp., Series 2004-C3, Class F, Variable Rate Pass Through Ctfs., 5.17%, 01/15/42(b)(d)

    1,025,628         1,024,855   

JP Morgan Chase Commercial Mortgage Securities Trust,
Series 2011-C4, Class TAC1, Pass Through Ctfs.,
7.99%, 07/15/46(d)

    1,849,962         1,973,086   

Series 2012-C8, Class E, Variable Rate Pass Through Ctfs., 4.82%, 10/15/45(b)(d)

    2,805,000         2,698,505   

Series 2014-PHH, Class E, Floating Rate Pass Through Ctfs., 3.49%, 08/15/27(b)(d)

    5,000,000         5,037,005   

Merrill Lynch Mortgage Trust,
Series 2003-KEY1, Class F, Variable Rate Pass Through Ctfs., 6.92%, 11/12/35(b)(d)

    863,604         865,099   

Series 2005-MCP1, Class E, Pass Through Ctfs., 5.13%, 06/12/43(d)

    1,879,961         1,869,598   

Series 2005-MKB2, Class E, Variable Rate Pass Through Ctfs., 6.27%, 09/12/42(b)(d)

    235,000         249,200   
 

 

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)     

Morgan Stanley Capital I Trust,
Series 2003-TOP11, Class G, Variable Rate Pass Through Ctfs., 6.27%, 06/13/41(b)(d)

  $ 900,000       $ 919,152   

Series 2005-IQ10, Class B, Variable Rate Pass Through Ctfs., 5.55%, 09/15/42(b)

    6,475,000         6,485,651   

Series 2006-IQ11, Class B, Variable Rate Pass Through Ctfs., 5.89%, 10/15/42(b)

    270,000         272,277   

Series 2007-TOP27, Class AJ, Variable Rate Pass Through Ctfs., 5.83%, 06/11/42(b)

    7,400,000         7,898,168   

Starwood Retail Property Trust, Series 2014-STAR, Class E, Floating Rate Pass Through Ctfs., 4.35%, 11/15/27(b)(d)

    12,200,000         12,177,644   

Wachovia Bank Commercial Mortgage Trust,
Series 2005-C16, Class H, Variable Rate Pass Through Ctfs., 5.45%, 10/15/41(b)(d)

    550,000         554,615   

Series 2005-C21, Class D, Variable Rate Pass Through Ctfs., 5.45%, 10/15/44(b)

    3,450,000         3,457,599   
               178,886,415   

Total Mortgage-Backed Securities
(Cost $198,258,831)

   

     200,132,095   
     Principal
Amount
     Value  

U.S. Dollar Denominated Bonds and Notes–1.28%

  

Brazil–0.70%     

BR Properties S.A., Sr. Unsec. Gtd.
Notes, 9.00%(d)(e)

  $ 7,700,000       $ 7,103,250   
United States–0.58%   

Equinix Inc., Sr. Unsec. Notes, 5.38%, 01/01/22

    4,975,000         5,037,188   

Senior Housing Properties Trust,
Sr. Unsec. Notes,
4.30%, 01/15/16

    900,000         905,625   
               5,942,813   

Total U.S. Dollar Denominated Bonds & Notes
(Cost $13,702,471)

   

     13,046,063   

Non U.S. Dollar Denominated Bonds & Notes–0.23%(c)

  

Australia–0.23%   

General Property Trust, Sr. Unsec. Gtd. Medium-Term Notes,
6.75%, 01/24/19
(Cost $3,215,140)

  AUD  2,980,000         2,364,450   

TOTAL INVESTMENTS–98.85%
(Cost $1,020,633,455)

   

     1,007,031,546   

OTHER ASSETS LESS LIABILITIES–1.15%

  

     11,756,056   

NET ASSETS–100.00%

  

   $ 1,018,787,602   
 

Investment Abbreviations:

 

AUD  

– Australian Dollar

Conv.  

– Convertible

Ctfs.  

– Certificates

GBP  

– British Pound

Gtd.  

– Guaranteed

Pfd.  

– Preferred

REIT  

– Real Estate Investment Trust

Sr.  

– Senior

Sub.  

– Subordinated

Unsec.  

– Unsecured

 

 

Notes to Schedule of Investments:

 

(a)  Non-income producing security.
(b)  Interest or dividend rate is redetermined periodically. Rate shown is the rate in effect on August 31, 2015.
(c)  Foreign denominated security. Principal amount is denominated in the currency indicated.
(d)  Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”). The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at August 31, 2015 was $174,155,769, which represented 17.09% of the Fund’s Net Assets.
(e)  Perpetual bond with no specified maturity date.

 

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

 

13                         Invesco Global Real Estate Income Fund


Statement of Assets and Liabilities

August 31, 2015

 

 

Assets:

 

Investments, at value (Cost $1,020,633,455)

  $ 1,007,031,546   

Foreign currencies, at value (Cost $2,938,771)

    2,934,245   

Receivable for:

 

Investments sold

    24,744,871   

Fund shares sold

    1,497,133   

Dividends and interest

    1,685,152   

Investment for trustee deferred compensation and retirement plans

    119,758   

Other assets

    43,057   

Total assets

    1,038,055,762   

Liabilities:

 

Payable for:

 

Investments purchased

    13,434,494   

Fund shares reacquired

    1,691,175   

Amount due custodian

    3,260,172   

Accrued fees to affiliates

    581,983   

Accrued trustees’ and officers’ fees and benefits

    5,634   

Accrued other operating expenses

    157,725   

Trustee deferred compensation and retirement plans

    136,977   

Total liabilities

    19,268,160   

Net assets applicable to shares outstanding

  $ 1,018,787,602   

Net assets consist of:

 

Shares of beneficial interest

  $ 1,015,948,579   

Undistributed net investment income

    (3,939,313

Undistributed net realized gain

    20,535,487   

Net unrealized appreciation (depreciation)

    (13,757,151
    $ 1,018,787,602   

Net Assets:

 

Class A

  $ 499,799,038   

Class B

  $ 1,063,642   

Class C

  $ 103,988,055   

Class Y

  $ 398,283,083   

Class R5

  $ 14,204,461   

Class R6

  $ 1,449,323   

Shares outstanding, $0.01 par value per share,
with an unlimited number of shares authorized:

   

Class A

    56,723,586   

Class B

    120,961   

Class C

    11,826,325   

Class Y

    45,329,535   

Class R5

    1,613,108   

Class R6

    164,451   

Class A:

 

Net asset value per share

  $ 8.81   

Maximum offering price per share

 

(Net asset value of $8.81 ¸ 94.50%)

  $ 9.32   

Class B:

 

Net asset value and offering price per share

  $ 8.79   

Class C:

 

Net asset value and offering price per share

  $ 8.79   

Class Y:

 

Net asset value and offering price per share

  $ 8.79   

Class R5:

 

Net asset value and offering price per share

  $ 8.81   

Class R6:

 

Net asset value and offering price per share

  $ 8.81   
 

 

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

 

14                         Invesco Global Real Estate Income Fund


Statement of Operations

For the year ended August 31, 2015

 

Investment income:

  

Dividends (net of foreign withholding taxes of $1,947,098)

  $ 39,503,705   

Dividends from affiliated money market funds

    14,396   

Interest (net of foreign withholding taxes of $689)

    10,885,571   

Total investment income

    50,403,672   

Expenses:

 

Advisory fees

    8,545,804   

Administrative services fees

    292,401   

Custodian fees

    182,548   

Distribution fees:

 

Class A

    1,439,585   

Class B

    14,392   

Class C

    1,160,262   

Transfer Agent Fees — A, B, C and Y

    1,770,071   

Transfer agent fees — R5

    22,345   

Transfer agent fees — R6

    361   

Trustees’ and officers’ fees and benefits

    37,960   

Other

    405,412   

Total expenses

    13,871,141   

Less: Fees waived and expense offset arrangement(s)

    (42,713

Net expenses

    13,828,428   

Net investment income

    36,575,244   

Realized and unrealized gain (loss) from:

 

Net realized gain (loss) from:

 

Investment securities

    32,186,301   

Foreign currencies

    (175,830
      32,010,471   

Change in net unrealized appreciation (depreciation) of:

 

Investment securities

    (100,434,460

Foreign currencies

    (147,729
      (100,582,189

Net realized and unrealized gain (loss)

    (68,571,718

Net increase (decrease) in net assets resulting from operations

  $ (31,996,474

 

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

 

15                         Invesco Global Real Estate Income Fund


Statement of Changes in Net Assets

For the years ended August 31, 2015 and 2014

 

     2015      2014  

Operations:

  

  

Net investment income

  $ 36,575,244       $ 35,045,450   

Net realized gain

    32,010,471         8,931,020   

Change in net unrealized appreciation (depreciation)

    (100,582,189      131,956,988   

Net increase (decrease) in net assets resulting from operations

    (31,996,474      175,933,458   

Distributions to shareholders from net investment income:

    

Class A

    (23,842,662      (29,303,895

Class B

    (50,721      (69,155

Class C

    (3,912,502      (4,479,405

Class Y

    (19,395,644      (14,944,102

Class R5

    (1,048,545      (1,233,982

Class R6

    (69,263      (3,215

Total distributions from net investment income

    (48,319,337      (50,033,754

Distributions to shareholders from net realized gains:

    

Class A

    (292,934      (7,329,405

Class B

    (812      (20,716

Class C

    (60,843      (1,307,959

Class Y

    (234,608      (3,044,760

Class R5

    (12,797      (292,640

Class R6

    (758      (633

Total distributions from net realized gains

    (602,752      (11,996,113

Share transactions-net:

    

Class A

    (69,248,140      (71,036,172

Class B

    (494,308      (356,965

Class C

    (6,291,726      (2,483,292

Class Y

    27,381         124,475,560   

Class R5

    (9,236,603      (1,406,971

Class R6

    137,220         1,319,530   

Net increase (decrease) in net assets resulting from share transactions

    (85,106,176      50,511,690   

Net increase (decrease) in net assets

    (166,024,739      164,415,281   

Net assets:

    

Beginning of year

    1,184,812,341         1,020,397,060   

End of year (includes undistributed net investment income of $(3,939,313) and $(3,240,481), respectively)

  $ 1,018,787,602       $ 1,184,812,341   

Notes to Financial Statements

August 31, 2015

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 thirteen 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. 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

 

16                         Invesco Global Real Estate Income Fund


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 securities) 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 asked 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 asked prices. For purposes of determining net asset value (“NAV”) 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 securities) 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/asked quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.

The Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain Fund investments.

Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general 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 (net of withholding tax, if any) 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 the Statement of Changes in Net Assets, or the net

 

17                         Invesco Global Real Estate Income Fund


investment income per share and the 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, 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 net investment 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 recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed the Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

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. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests and are shown in the Statement of Operations.

J. Forward Foreign Currency Contracts — The Fund may engage in foreign currency transactions either on a spot (i.e. for prompt delivery and settlement) basis, or through forward foreign currency contracts, to manage or minimize currency or exchange rate risk.

The Fund may also enter into forward 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, or the Fund may also enter into forward foreign currency contracts that do not provide for

 

18                         Invesco Global Real Estate Income Fund


physical settlement of the two currencies, but instead are settled by a single cash payment calculated as the difference between the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount (non-deliverable forwards). The Fund will set aside liquid assets in an amount equal to daily mark-to-market obligation for forward foreign currency contracts.

A forward foreign currency contract is an obligation between two parties (“Counterparties”) to purchase or sell a specific currency for an agreed-upon price at a future date. The use of forward 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 forward 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.

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%   

For the year ended August 31, 2015, the effective advisory fees incurred by the Fund was 0.74%.

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 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 Affiliated Sub-Adviser(s).

The Adviser has contractually agreed, through at least June 30, 2016, 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 Invesco continues the fee waiver agreement, it will terminate on June 30, 2016. The fee waiver agreement cannot be terminated during its term. 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, 2017, 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, 2015, the Adviser waived advisory fees of $41,924.

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, 2015, 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, 2015, 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

 

19                         Invesco Global Real Estate Income Fund


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, 2015, 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, 2015, IDI advised the Fund that IDI retained $99,957 in front-end sales commissions from the sale of Class A shares and $3,275, $506 and $6,599 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, 2015. 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, 2015, there were transfers from Level 1 to Level 2 of $153,410,672, due to foreign fair value adjustments.

 

     Level 1        Level 2        Level 3        Total  

Australia

  $ 17,953,291         $ 55,006,606         $         $ 72,959,897   

Brazil

              7,103,250                     7,103,250   

Canada

    16,760,971                               16,760,971   

France

    2,883,397           30,600,191                     33,483,588   

Germany

    5,499,524           9,470,724                     14,970,248   

Hong Kong

    16,320,084           19,462,136                     35,782,220   

Japan

    2,005,321           62,788,179                     64,793,500   

Netherlands

              13,378,250                     13,378,250   

Singapore

    23,524,518           1,980,189                     25,504,707   

South Africa

              8,596,929                     8,596,929   

Sweden

              3,476,234                     3,476,234   

Switzerland

    1,556,776           5,155,659                     6,712,435   

United Kingdom

              68,781,416                     68,781,416   

United States

    449,886,416           184,841,485                     634,727,901   

Total Investments

  $ 536,390,298         $ 470,641,248         $         $ 1,007,031,546   

NOTE 4—Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in demand deposit accounts used by the transfer agent for clearing shareholder transactions. For the year ended August 31, 2015, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $789.

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

 

20                         Invesco Global Real Estate Income Fund


their deferral accounts shall be deemed to be invested. Finally, certain current Trustees were eligible to participate in a retirement plan that provided for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.

NOTE 6—Cash Balances

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with 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 7—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended August 31, 2015 and 2014:

 

     2015        2014  

Ordinary income

  $ 45,340,240         $ 49,534,870   

Long-term capital gain

    3,581,849           12,494,997   

Total distributions

  $ 48,922,089         $ 62,029,867   

Tax Components of Net Assets at Period-End:

 

     2015  

Undistributed long-term gain

  $ 20,848,321   

Net unrealized appreciation (depreciation) — investments

    (17,824,695

Net unrealized appreciation (depreciation) — other investments

    (155,242

Temporary book/tax differences

    (29,361

Shares of beneficial interest

    1,015,948,579   

Total net assets

  $ 1,018,787,602   

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 investment companies.

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. Capital losses generated in years beginning after December 22, 2010 can be carried forward for an unlimited period, whereas previous losses expire in eight tax years. 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. Capital loss carryforwards with no expiration date 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 carryforwards 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, 2015.

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, 2015 was $680,188,642 and $727,372,366, 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

  $ 39,071,039   

Aggregate unrealized (depreciation) of investment securities

    (56,895,734

Net unrealized appreciation (depreciation) of investment securities

  $ (17,824,695

Cost of investments for tax purposes is $1,024,856,241.

 

21                         Invesco Global Real Estate Income Fund


NOTE 9—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of dividends, passive foreign investment companies and partnerships, on August 31, 2015, undistributed net investment income was increased by $11,045,261, undistributed net realized gain was decreased by $11,362,918 and shares of beneficial interest was increased by $317,657. This reclassification had no effect on the net assets of the Fund.

NOTE 10—Share Information

 

     Summary of Share Activity  
    Years ended August 31,  
    2015(a)      2014  
     Shares      Amount      Shares      Amount  

Sold:

          

Class A

    14,146,624       $ 132,193,306         21,831,402       $ 194,598,629   

Class B

    8,986         85,063         19,347         175,050   

Class C

    1,694,288         15,727,052         2,660,455         23,754,784   

Class Y

    16,793,913         155,523,659         30,854,297         277,083,008   

Class R5

    493,785         4,598,900         571,384         5,091,729   

Class R6

    81,299         757,438         154,100         1,425,572   

Issued as reinvestment of dividends:

          

Class A

    1,728,158         15,861,225         3,295,294         28,602,726   

Class B

    4,439         40,677         8,822         76,364   

Class C

    328,419         3,010,348         553,619         4,795,746   

Class Y

    1,662,514         15,213,953         1,678,076         14,607,185   

Class R5

    109,918         1,007,205         164,077         1,423,539   

Class R6

    7,578         69,582         374         3,267   

Automatic conversion of Class B shares to Class A shares:

          

Class A

    35,460         327,764         21,919         197,730   

Class B

    (35,507      (327,764      (21,948      (197,730

Reacquired:

          

Class A

    (23,541,803      (217,630,435      (33,038,903      (294,435,257

Class B

    (31,167      (292,284      (46,209      (410,649

Class C

    (2,710,025      (25,029,126      (3,501,043      (31,033,822

Class Y

    (18,509,565      (170,710,231      (18,932,345      (167,214,633

Class R5

    (1,604,082      (14,842,708      (889,093      (7,922,239

Class R6

    (74,210      (689,800      (11,744      (109,309

Net increase (decrease) in share activity

    (9,410,978    $ (85,106,176      5,371,881       $ 50,511,690   

 

(a)  There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 59% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.

 

22                         Invesco Global Real Estate 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(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 08/31/15

  $ 9.48      $ 0.29      $ (0.57   $ (0.28   $ (0.38   $ (0.01   $ (0.39   $ 8.81        (3.08 )%    $ 499,799        1.22 %(d)      1.22 %(d)      3.12 %(d)      60

Year ended 08/31/14

    8.52        0.29        1.19        1.48        (0.42     (0.10     (0.52     9.48        18.13        609,824        1.27        1.27        3.26        61   

Year ended 08/31/13

    8.97        0.36        (0.31     0.05        (0.50            (0.50     8.52        0.43        615,876        1.26        1.27        4.00        63   

Year ended 08/31/12

    8.39        0.41        0.57        0.98        (0.40            (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            (0.31     8.39        12.11        203,100        1.30        1.30        3.83        101   

Class B

                           

Year ended 08/31/15

    9.46        0.22        (0.57     (0.35     (0.31     (0.01     (0.32     8.79        (3.83     1,064        1.97 (d)      1.97 (d)      2.37 (d)      60   

Year ended 08/31/14

    8.51        0.23        1.18        1.41        (0.36     (0.10     (0.46     9.46        17.13        1,647        2.02        2.02        2.51        61   

Year ended 08/31/13

    8.95        0.29        (0.30     (0.01     (0.43            (0.43     8.51        (0.23     1,822        2.01        2.02        3.25        63   

Year ended 08/31/12

    8.36        0.34        0.59        0.93        (0.34            (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            (0.24     8.36        11.15        1,772        2.05        2.05        3.08        101   

Class C

                           

Year ended 08/31/15

    9.46        0.22        (0.57     (0.35     (0.31     (0.01     (0.32     8.79        (3.83     103,988        1.97 (d)      1.97 (d)      2.37 (d)      60   

Year ended 08/31/14

    8.51        0.23        1.18        1.41        (0.36     (0.10     (0.46     9.46        17.14        118,319        2.02        2.02        2.51        61   

Year ended 08/31/13

    8.95        0.29        (0.30     (0.01     (0.43            (0.43     8.51        (0.23     108,878        2.01        2.02        3.25        63   

Year ended 08/31/12

    8.36        0.34        0.59        0.93        (0.34            (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            (0.24     8.36        11.15        26,511        2.05        2.05        3.08        101   

Class Y

                           

Year ended 08/31/15

    9.45        0.31        (0.55     (0.24     (0.41     (0.01     (0.42     8.79        (2.75     398,283        0.97 (d)      0.97 (d)      3.37 (d)      60   

Year ended 08/31/14

    8.50        0.32        1.17        1.49        (0.44     (0.10     (0.54     9.45        18.33        428,854        1.02        1.02        3.51        61   

Year ended 08/31/13

    8.95        0.39        (0.32     0.07        (0.52            (0.52     8.50        0.68        270,196        1.01        1.02        4.25        63   

Year ended 08/31/12

    8.36        0.43        0.58        1.01        (0.42            (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            (0.33     8.36        12.28        26,139        1.05        1.05        4.08        101   

Class R5

                           

Year ended 08/31/15

    9.47        0.32        (0.56     (0.24     (0.41     (0.01     (0.42     8.81        (2.68     14,204        0.91 (d)      0.91 (d)      3.43 (d)      60   

Year ended 08/31/14

    8.52        0.32        1.18        1.50        (0.45     (0.10     (0.55     9.47        18.40        24,749        0.91        0.91        3.62        61   

Year ended 08/31/13

    8.96        0.39        (0.30     0.09        (0.53            (0.53     8.52        0.85        23,565        0.94        0.95        4.32        63   

Year ended 08/31/12

    8.38        0.44        0.57        1.01        (0.43            (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            (0.34     8.38        12.52        35,777        0.96        0.96        4.17        101   

Class R6

                           

Year ended 08/31/15

    9.48        0.33        (0.57     (0.24     (0.42     (0.01     (0.43     8.81        (2.70     1,449        0.84 (d)      0.84 (d)      3.50 (d)      60   

Year ended 08/31/14

    8.52        0.34        1.18        1.52        (0.46     (0.10     (0.56     9.48        18.62        1,420        0.87        0.87        3.66        61   

Year ended 08/31/13(f)

    8.98        0.38        (0.41     (0.03     (0.43            (0.43     8.52        (0.49     60        0.86 (g)      0.87 (g)      4.40 (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 $575,834, $1,439, $116,026, $445,394, $22,350 and $1,568 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 September 24, 2012.
(g)  Annualized.

 

23                         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, 2015, 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, 2015 by correspondence with the custodian and brokers, and the application of alternative auditing procedures where confirmations of security purchases have not been received, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

October 27, 2015

Houston, Texas

 

24                         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, 2015 through August 31, 2015.

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
(03/01/15)
    ACTUAL    

HYPOTHETICAL

(5% annual return before
expenses)

    Annualized
Expense
Ratio
 
    Ending
Account Value
(08/31/15)1
    Expenses
Paid During
Period2
    Ending
Account Value
(08/31/15)
    Expenses
Paid During
Period2
   
A   $ 1,000.00      $ 942.60      $ 6.02      $ 1,019.00      $ 6.26        1.23
B     1,000.00        937.90        9.67        1,015.22        10.06        1.98   
C     1,000.00        937.90        9.67        1,015.22        10.06        1.98   
Y     1,000.00        943.70        4.80        1,020.27        4.99        0.98   
R5     1,000.00        944.10        4.51        1,020.57        4.69        0.92   
R6     1,000.00        943.40        4.11        1,020.97        4.28        0.84   

 

1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2015 through August 31, 2015, 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.

 

25                         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 agreements. During contract renewal meetings held on June 9-10, 2015, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% of the Board, voting separately, approved the continuance for the Fund of the Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) and the Master Intergroup Sub-Advisory Contract for Mutual Funds with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts) for another year, effective July 1, 2015.

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 Board determined that continuation of the Fund’s investment advisory agreement and the sub-advisory contracts is in the best interest of the Fund and its shareholders and that 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 performance and investment management services provided by Invesco Advisers and the Affiliated Sub-Advisers to 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 Board had the benefit of reports from the Sub-Committees and Investments Committee throughout the year in considering approval of the continuance of each Invesco Fund’s investment advisory agreement and sub-advisory contracts for another year.

During the contract renewal process, the Board receives 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 Board also receives a report and this 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. 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.

The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation. The Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these 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 is a summary of 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 10, 2015, and does not reflect consideration of factors that became known to the Board after that date.

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. 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. 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, valuation and legal and compliance.

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 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 as well as the sub-advisory contracts for the Fund, as Invesco Asset Management Limited 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 that performance of Class A shares of the Fund was in the third quintile of the Lipper performance universe for the one and five year periods and the fifth quintile for the three year period (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that performance of Class A shares of the Fund was above the performance of the Index for the one

 

 

26                         Invesco Global Real Estate Income Fund


year period and below the performance of the Index for the three and five year periods. The Fund invests in a mix or equity and fixed income securities and will likely underperform when equities meaningfully outperform bonds. 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, but that Lipper does not provide information on a fund by fund basis as to what is included. The Board noted 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 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 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.

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. 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 Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its affiliates 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. 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 providing 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; and that the services are required for the operation of the Fund.

The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research 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 that it receives 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 with respect to investments in the affiliated money market 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 amount of advisory fees received by Invesco Advisors from the Fund’s investment of cash collateral from any securities lending arrangements in the affiliated money market funds is fair and reasonable.

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

 

 

27                         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, 2015:

 

Federal and State Income Tax

 

Long-Term Capital Gain Distributions

  $ 3,581,849   

Qualified Dividend Income*

    0.00

Corporate Dividends Received Deduction*

    0.00

U.S. Treasury Obligations*

    0.00

 

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

Distribution Information

The following table sets forth on a per share basis the distribution that was paid in June 2015. Included in the table is a written statement of the sources of the distribution on a generally accepted accounting principles (“GAAP”) basis.

 

                Net Income        Gain from
Sale of Securities
       Return of Principal        Total Distribution  
6/18/2015      Class A      $ 0.0523         $ 0.0236         $ 0.0000         $ 0.0759   
6/18/2015      Class B        0.0348           0.0236           0.0000           0.0584   
6/18/2015      Class C        0.0348           0.0236           0.0000           0.0584   
6/18/2015      Class Y        0.0578           0.0236           0.0000           0.0814   
6/18/2015      Class R5        0.0592           0.0236           0.0000           0.0828   
6/18/2015      Class R6        0.0611           0.0236           0.0000           0.0847   

Please note that the information in the preceding chart is for financial accounting purposes only. Shareholders should be aware that the tax treatment of distributions likely differs from GAAP treatment. Form 1099-DIV for the calendar year will report distributions for federal income tax purposes. This Notice is sent to comply with certain Securities and Exchange Commission requirements.

 

 

28                         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).

  144   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), Invesco Canada Holdings Inc. (holding company), Trimark Investments Ltd./Placements Trimark Ltèe and Invesco Financial Services Ltd/Services Financiers Invesco Ltèe; Chief Executive Officer, Invesco Corporate Class 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), Short-Term Investments Trust and Invesco Management Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management 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: Chief Executive Officer, Invesco Canada Fund Inc (corporate mutual fund company); 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; 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), and Short-Term Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc..

  144   None

 

1  Mr. Flanagan is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) 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.

 

2  Mr. Taylor is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer and a director of the Adviser.

 

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; Chairman, Board of Governors of INTELSAT (international communications company); ACE Limited (insurance company); Independent Directors Council and Investment Company Institute

  144   ALPS (Attorneys Liability Protection Society) (insurance company) and Globe Specialty Metals, Inc. (metallurgical company)

David C. Arch — 1945

Trustee

  2010   Chairman of Blistex Inc., a consumer health care products manufacturer   144   Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan; Member of the Audit Committee of the Edward-Elmhurst Hospital

James T. Bunch — 1942

Trustee

  2000  

Managing Member, Grumman Hill Group LLC (family office/private equity investments)

 

Formerly: Founder, Green Manning & Bunch Ltd. (investment banking firm) (1988-2010); Executive Committee, United States Golf Association; and Chairman, Board of Governors, Western Golf Association

  144   Chairman of the Board of Trustees, Evans Scholars Foundation; and Chairman of the Board, 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

  144   Director of Quidel Corporation and Stericycle, 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); Nature’s Sunshine Products, Inc. and Reich & Tang Funds (5 portfolios) (registered investment company)

 

Formerly: Director, Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company); 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)

  144   Director of: Nature’s Sunshine Products, Inc., Reich & Tang Funds, Homeowners of America Holding Corporation/ Homeowners of America Insurance Company, the Boss Group

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

  144   Insperity, Inc. (formerly known as Administaff)

Prema Mathai-Davis — 1950

Trustee

  2003   Retired. Formerly: Chief Executive Officer, YWCA of the U.S.A.   144   None

Larry Soll — 1942

Trustee

  1997   Retired. Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)   144   None

Hugo F. Sonnenschein — 1940

Trustee

  2010   President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to 2000, President of the University of Chicago   144   Trustee of the University of Rochester and a member of its investment committee; Member of the National Academy of Sciences and the American Philosophical Society; Fellow of the American Academy of Arts and Sciences
Raymond Stickel, Jr. — 1944 Trustee   2005   Retired. Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche   144   None

 

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)

Suzanne H. Woolsey — 1941

Trustee

  2014   Chief Executive Officer of Woolsey Partners LLC   144   Emeritus Chair of the Board of Trustees of the Institute for Defense Analyses; Trustee of Colorado College; Trustee of California Institute of Technology; Prior to 2014, Director of Fluor Corp.; Prior to 2010, Trustee of the German Marshall Fund of the United States; Prior to 2010 Trustee of the Rocky Mountain Institute
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; Managing Director, 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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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
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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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

 

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)                
Karen Dunn Kelley — 1960
Vice President
  2003  

Senior Managing Director, Investments, Invesco Ltd.; 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; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust); and President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust only)

 

Formerly: Director and President, INVESCO Asset Management (Bermuda) Ltd., 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.; 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), and Short-Term Investments Trust only)

  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, and PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Commodity Fund Trust; Anti-Money Laundering Compliance Officer and Bank Secrecy Act Officer, INVESCO National Trust Company and Invesco Trust Company; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, Inc..   N/A   N/A

Lisa O. Brinkley — 1959

Chief Compliance Officer

  2004  

Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A., Inc.); and Chief Compliance Officer, The Invesco Funds

 

Formerly: Global Assurance Officer, Invesco Ltd. and Vice President, The Invesco Funds; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company.

  N/A   N/A

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

1000 Louisiana Street, Suite 5800

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


 

LOGO

 

 

Invesco mailing information

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

 

 

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.

   LOGO

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


LOGO  

 

 

Annual Report to Shareholders

 

   August 31, 2015
 

 

Invesco Growth and Income Fund

 

 

Nasdaq:

A: ACGIX ¡ B: ACGJX ¡ C: ACGKX ¡ R: ACGLX ¡ Y: ACGMX ¡ R5: ACGQX ¡ R6: GIFFX

 

 

LOGO


 

Letters to Shareholders

 

LOGO

Philip Taylor

    

Dear Shareholders:

This annual report includes information about your Fund, including performance data and a complete list of its investments as of the close of the reporting period. Inside is a discussion of how your Fund was managed and the factors that affected its performance during the reporting period. I hope you find this report of interest.

The US economy expanded and unemployment declined throughout the reporting period. The sharp drop in oil prices that began in mid-2014 continued to benefit consumers, but a strong US dollar crimped corporate profits. The US Federal Reserve signaled that it was increasingly likely to raise interest rates, based on generally positive economic data, but uncertainty remained about when it would act. Overseas, the story was much different. Low energy prices hurt the economies of some oil-producing nations, such as Brazil and Russia. During the reporting period, the European Central Bank

as well as central banks in China and Japan – among other countries – either instituted or maintained extraordinarily accommodative monetary policies in response to economic weakness.

Investor uncertainty, such as we saw for much of the reporting period – and market volatility, such as we saw at the end of the reporting period – are unfortunate facts of life when it comes to investing. Some investors use these things as excuses to delay saving and investing for their long-term financial goals. That’s why Invesco encourages investors to work with a professional financial adviser who can stress the importance of starting to save and invest early and the importance of adhering to a disciplined investment plan – when times are good and when they’re uncertain. A financial adviser who knows your unique financial situation, investment goals and risk tolerance can be an invaluable partner as you seek to achieve your financial goals. He or she can offer a long-term perspective when markets are volatile and time-tested advice and guidance when your financial situation or investment goals change.

Timely information when and where you want it

Invesco’s efforts to help investors achieve their financial objectives include providing individual investors and financial professionals with timely information about the markets, the economy and investing – whenever and wherever they want it.

Our website, invesco.com/us, offers a wide range of market insights and investment perspectives. On the website, you’ll find detailed information about our funds, including prices, performance, holdings and portfolio manager commentaries. You can access information about your account by completing a simple, secure online registration. Click on the “Need to register” link in the “Account Access” box on our homepage to get started.

Invesco’s mobile apps for iPhone® and iPad® (both available free from the App StoreSM) allow you to obtain the same detailed information, monitor your account and create customizable watch lists. Also, they allow you to access investment insights from our investment leaders, market strategists, economists and retirement experts. You can sign up to be alerted when new commentary is added, and you can watch portfolio manager videos and have instant access to Invesco news and updates wherever you may be.

In addition to the resources accessible on our website and through our mobile app, you can obtain timely updates to help you stay informed about the markets, the economy and investing by connecting with Invesco on Twitter, LinkedIn or Facebook. You can access our blog at blog.invesco.us.com. Our goal is to provide you the information you want, when and where you want it.

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,

 

LOGO

Philip Taylor

Senior Managing Director, Invesco Ltd.

iPhone and iPad are trademarks of Apple Inc., registered in the US and other countries. App Store is a service mark of Apple Inc. Invesco Distributors, Inc. is not affiliated with Apple Inc.

 

2                          Invesco Growth and Income Fund


LOGO

Bruce Crockett

    

Dear Fellow Shareholders:

Among the many important lessons I’ve learned in more than 40 years in a variety of business endeavors is the value of a trusted advocate.

As independent chair of the Invesco Funds Board, I can assure you that the members of the Board are strong advocates for the interests of investors in Invesco’s mutual funds. We work hard to represent your interests through oversight of the quality of the investment management services your funds receive and other matters important to your investment, including but not limited to:

n Ensuring that Invesco offers a diverse lineup of mutual funds that your financial adviser can use to strive to meet your financial needs as your investment goals change over time.

n Monitoring how the portfolio management teams of the Invesco funds are performing in light of changing economic and market conditions.

n   Assessing each portfolio management team’s investment performance within the context of the investment strategy described in the fund’s prospectus.
n   Monitoring for potential conflicts of interests that may impact the nature of the services that your funds receive.

We believe one of the most important services we provide our fund shareholders is the annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This review is required by the Investment Company Act of 1940 and focuses on the nature and quality of the services Invesco provides as the adviser to the Invesco funds and the reasonableness of the fees that it charges for those services. Each year, we spend months carefully reviewing information received from Invesco and a variety of independent sources, such as performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field. We also meet with our independent legal counsel and other independent advisers to review and help us assess the information that we have received. Our goal is to assure that you receive quality investment management services for a reasonable fee.

I trust the measures outlined above provide assurance that you have a worthy advocate when it comes to choosing the Invesco Funds.

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,

 

LOGO

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, 2015, Class A shares of Invesco Growth and Income Fund (the Fund), at net asset value, outperformed the Russell 1000 Value Index, the Fund’s style-specific benchmark.

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

 

 

Fund vs. Indexes

Total returns, 8/31/14 to 8/31/15, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

 

Class A Shares

     -2.65

Class B Shares

     -2.65   

Class C Shares

     -3.33   

Class R Shares

     -2.86   

Class Y Shares

     -2.39   

Class R5 Shares

     -2.29   

Class R6 Shares

     -2.19   

S&P 500 Indexq (Broad Market Index)

     0.48   

Russell 1000 Value Indexq (Style-Specific Index)

     -3.48   

Lipper Large-Cap Value Funds Indexn (Peer Group Index)

     -3.77   

Source(s): qFactSet Research Systems Inc.; nLipper Inc.

 

 

Market conditions and your Fund

The US economy improved slowly, but somewhat steadily, during the fiscal year ended August 31, 2015 – although the performance of the underlying sectors of the economy varied dramatically. The headline story was the massive slowdown in energy markets, as oil prices plummeted when too much supply overwhelmed slowing global demand. However the more subtle story, which drove the economy forward during the year, was the improved position of the US consumer.

As the reporting period began, economic growth appeared to be stronger in the US than in the rest of the world. In mid-2014, when the price of oil began its sharp and prolonged decline, US equities fell as well. However, while global growth weakened and commodity-based economies and currencies underperformed those of the US, continued strengthening of the US consumer led US equity

markets higher through the spring. Continued low interest rates, the increasing availability of credit from lenders and an improving employment picture all contributed to higher consumer confidence. This strength also helped the market overcome summer fears that Greece and the eurozone would fail to reach agreement on a financial bailout plan. In the final weeks of the fiscal year, however, US equity markets moved sharply lower. A significant downturn in China’s financial markets, weak global economic growth and the uncertain timing of a potential US interest rate increase were negatives for jittery US markets. While stocks were up slightly for the fiscal year, they ended the reporting period on a negative note.

Sector performance within the Russell 1000 Value Index was mixed for the reporting period, with the health care sector returning positive returns in the

 

teens, while other sectors, like the energy and materials sectors posting negative double-digit returns.

    Stock selection in the financials sector was a large contributor to Fund performance versus its style-specific benchmark. Specifically within banks, two of the Fund’s largest holdings, JPMorgan Chase and Citigroup, were the sector’s top contributors. In 2015, JPMorgan Chase reported back-to-back quarterly earnings and revenues that outpaced analysts’ estimates. In April, the company reported a year-over-year increase in profits and rise in revenues from strong growth in its investment banking, asset management and mortgage lending divisions.

    Strong stock selection within the information technology sector was also a large contributor to the Fund’s relative returns for the reporting period. Notably, Amdocs within software and services was a large driver of performance, posting returns over 20% for the reporting period. UK-based Amdocs’ stock price rallied when the company reported record revenues in July 2015, after expanding its product suite and renewing major service contracts.

    We used currency forward contracts for the purpose of hedging currency exposure of non-US-based companies held in the portfolio. These derivatives were used solely for the purpose of hedging and not for speculative purposes or leverage. The use of currency forward contracts had a large positive impact on the Fund’s performance relative to its style-specific benchmark for the reporting period. This was mainly due to the strength of the US dollar compared to the foreign currencies in which the Fund’s non-US holdings were denominated.

    On the negative side, stock selection within, and underweight exposure to, the consumer staples sector were large

 
Portfolio Composition     

By sector

 

  

Financials

      31.6 %  

Health Care

      14.3  

Information Technology

      14.3  

Energy

      9.8  

Consumer Discretionary

      8.8  

Industrials

      8.2  

Consumer Staples

      6.7  

Telecommunication Services

      2.7  

Utilities

      1.2  

Materials

      0.8  

Money Market Funds

   

Plus Other Assets Less

Liabilities

      1.6  

 

 

Top 10 Equity Holdings*

    
   

  1. Citigroup Inc.

      4.8 %  

  2. JPMorgan Chase & Co.

      4.7  

  3. General Electric Co.

      3.0  

  4. Bank of America Corp.

      2.7  

  5. Morgan Stanley

      2.5  

  6. Royal Dutch Shell
  PLC-Class A

      2.1  

  7. Carnival Corp.

      2.0  

  8. Target Corp.

      1.9  

  9. PNC Financial Services
  Group,Inc. (The)

      1.9  

10. Merck & Co., Inc.

      1.8  
 

 

Total Net Assets

  $ 8.3 billion   

Total Number of Holdings*

    85   

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 Growth and Income Fund


detractors from the Fund’s relative performance. Notably, Avon Products, a household and personal products company, was a large detractor, posting a double-digit loss for the reporting period. The stock performed poorly after the company settled bribery charges with the Justice Department toward the end of 2014. We sold Avon in the fourth quarter of 2014 due to deteriorating fundamentals and unclear guidance from management on the company’s long-term prospects.

Stock selection within the industrials sector also detracted from the Fund’s relative performance. Caterpillar within capital goods and Tyco International within commercial and professional services performed poorly for the reporting period, posting negative double-digit returns. Shares of Caterpillar suffered after the company missed revenue forecasts in July 2015 and cut full-year guidance. Soft materials pricing and a slowing Chinese economy, made worse by a strong US dollar, crimped profits in the multinational company, as less than half of its revenue is based in the US.

Weak stock selection within the materials sector also dampened relative Fund returns. Mining company Freeport-McMoRan’s stock price suffered, along with the majority of miners, as the prices of gold, silver, copper and other metals fell, beginning in late 2014. We sold our position in Freeport-McMoRan during the fiscal year.

Equity markets experienced continued volatility during the reporting period. Reasons for volatility included a sluggish Chinese economy and falling oil and commodity prices affecting the global economy. 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.

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.

LOGO

 

  

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.

 

 

LOGO

  

Mary Jayne 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.

 

LOGO

 

  

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.

 

LOGO

 

  

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 8/31/05

 

LOGO

 

1 Source: 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 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

 

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.

 

 

Other information

n   The returns shown in management’s discussion of Fund performance are based on net asset values (NAVs) 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 NAVs for shareholder trans-
  actions and the returns based on those NAVs may differ from the NAVs 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 8/31/15, including maximum applicable sales charges

 

Class A Shares

        

Inception (8/1/46)

     9.39

10 Years

     5.79   

  5 Years

     12.63   

  1 Year

     -8.01   

Class B Shares

        

Inception (8/2/93)

     9.37

10 Years

     6.35   

  5 Years

     13.67   

  1 Year

     -6.98   

Class C Shares

        

Inception (8/2/93)

     8.87

10 Years

     5.62   

  5 Years

     13.06   

  1 Year

     -4.20   

Class R Shares

        

Inception (10/1/02)

     8.65

10 Years

     6.13   

  5 Years

     13.61   

  1 Year

     -2.86   

Class Y Shares

        

Inception (10/19/04)

     7.77

10 Years

     6.66   

  5 Years

     14.17   

  1 Year

     -2.39   

Class R5 Shares

        

10 Years

     6.61

  5 Years

     14.32   

  1 Year

     -2.29   

Class R6 Shares

        

10 Years

     6.53

  5 Years

     14.19   

  1 Year

     -2.19   

 

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 6/30/15, the most recent calendar quarter end, including maximum applicable sales charges

 

Class A Shares

        

Inception (8/1/46)

     9.50

10 Years

     6.81   

  5 Years

     14.33   

  1 Year

     -0.58   

Class B Shares

        

Inception (8/2/93)

     9.73

10 Years

     7.35   

  5 Years

     15.42   

  1 Year

     0.51   

Class C Shares

        

Inception (8/2/93)

     9.22

10 Years

     6.63   

  5 Years

     14.79   

  1 Year

     3.51   

Class R Shares

        

Inception (10/1/02)

     9.25

10 Years

     7.15   

  5 Years

     15.36   

  1 Year

     5.51   

Class Y Shares

        

Inception (10/19/04)

     8.47

10 Years

     7.69   

  5 Years

     15.94   

  1 Year

     5.51   

Class R5 Shares

        

10 Years

     7.62

  5 Years

     16.08   

  1 Year

     5.58   

Class R6 Shares

        

10 Years

     7.54

  5 Years

     15.92   

  1 Year

     5.68   

fees applicable to Class A shares.

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.

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 0.84%, 0.84%, 1.59%, 1.09%, 0.59%, 0.48% and 0.39%, respectively.1 The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6 shares was 0.85%, 0.85%, 1.60%, 1.10%, 0.60%, 0.49% and 0.40%, 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.

Fund performance reflects any applicable fee waivers and/or expense reimbursements. Had the adviser not waived fees and/or reimbursed expenses currently or in the past, returns would have been lower. See current prospectus for more information.

 

1 Total annual Fund operating expenses after any contractual fee waivers and/or expense reimbursements by the adviser in effect through at least June 30, 2017.
 

 

7                          Invesco Growth and Income Fund


 

Invesco Growth and Income Fund’s investment objective is total return through growth of capital and current income.

n   Unless otherwise stated, information presented in this report is as of August 31, 2015, 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. Please see the prospectus for more information.

 

 

Principal risks of investing in the Fund

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   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 value of a derivative instrument depends largely on (and is derived from) the value of an underlying security, currency, commodity, interest rate, index or
 

other asset (each referred to as an underlying asset). In addition to risks relating to the underlying assets, the use of derivatives may include other, possibly greater, risks, including counterparty, leverage and liquidity risks. Counterparty risk is the risk that the counterparty to the derivative contract will default on its obligation to pay the Fund the amount owed or otherwise perform under the derivative contract. Derivatives create leverage risk because they do not require payment up front equal to the economic exposure created by owning the derivative. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative, which may make the Fund’s returns more volatile and increase the risk of loss. Derivative instruments may also be less liquid than more traditional investments and the Fund may be unable to sell or close out its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. Derivatives may also be harder to value, less tax efficient and subject to changing government regulation that could impact the Fund’s ability to use certain derivatives or their cost. Also, derivatives used for hedging or to gain or limit exposure to a particular market segment may not provide the expected benefits, particularly during adverse market conditions.

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.
 

 

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

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   Real estate investment trust (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. Shares of real estate related companies, which tend to be small- and mid-cap companies, may be more volatile and less liquid.
n   Small- and mid-capitalization risks. Stocks of small- and mid-sized companies tend to be more vulnerable to adverse developments 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   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.

continued on page 6

 

 

8                          Invesco Growth and Income Fund


Schedule of Investments(a)

August 31, 2015

 

     Shares      Value  

Common Stocks & Other Equity Interests–98.37%

  

Aerospace & Defense–1.29%   

General Dynamics Corp.

    753,431       $ 107,009,805   
Agricultural Products–1.26%     

Archer-Daniels-Midland Co.

    2,322,974         104,510,600   
Application Software–1.68%     

Adobe Systems Inc.(b)

    896,045         70,402,256   

Citrix Systems, Inc.(b)

    1,018,517         69,371,193   
               139,773,449   
Asset Management & Custody Banks–2.60%   

Northern Trust Corp.

    1,315,199         91,853,498   

State Street Corp.

    1,722,215         123,861,703   
               215,715,201   
Automobile Manufacturers–0.76%   

General Motors Co.

    2,146,253         63,185,688   
Biotechnology–1.38%   

Amgen Inc.

    488,378         74,126,013   

Baxalta Inc.(b)

    1,144,433         40,226,820   
               114,352,833   
Broadcasting–0.25%   

CBS Corp.–Class B

    466,045         21,083,876   
Cable & Satellite–2.35%   

Comcast Corp.–Class A

    2,015,085         113,509,738   

Time Warner Cable Inc.

    439,961         81,841,545   
               195,351,283   
Communications Equipment–2.59%   

Cisco Systems, Inc.

    4,849,530         125,505,836   

Juniper Networks, Inc.

    3,483,117         89,550,938   
               215,056,774   
Construction Machinery & Heavy Trucks–0.78%   

Caterpillar Inc.

    845,006         64,592,259   
Data Processing & Outsourced Services–1.06%   

PayPal Holdings, Inc.(b)

    2,513,175         87,961,125   
Diversified Banks–13.13%   

Bank of America Corp.

    13,557,569         221,530,678   

Citigroup Inc.

    7,397,528         395,619,797   

Comerica Inc.

    1,943,548         85,516,112   

JPMorgan Chase & Co.

    6,031,102         386,593,638   
               1,089,260,225   
Electric Utilities–0.52%   

FirstEnergy Corp.

    1,339,346         42,805,498   
Electronic Components–0.82%   

Corning Inc.

    3,974,601         68,402,883   
Fertilizers & Agricultural Chemicals–0.78%   

Mosaic Co. (The)

    1,594,362         65,097,800   
     Shares      Value  
Food Distributors–0.10%   

Sysco Corp.

    209,473       $ 8,351,689   
General Merchandise Stores–1.92%   

Target Corp.

    2,049,975         159,303,557   
Health Care Equipment–2.05%   

Baxter International Inc.

    1,601,225         61,567,101   

Medtronic PLC

    1,505,717         108,848,282   
               170,415,383   
Health Care Services–0.81%   

Express Scripts Holding Co.(b)

    807,034         67,468,042   
Hotels, Resorts & Cruise Lines–1.98%   

Carnival Corp.

    3,338,561         164,357,358   
Household Products–1.19%   

Procter & Gamble Co. (The)

    1,391,841         98,361,403   
Hypermarkets & Super Centers–1.55%   

Wal-Mart Stores, Inc.

    1,982,909         128,353,700   
Industrial Conglomerates–2.97%   

General Electric Co.

    9,909,719         245,959,226   
Industrial Machinery–1.02%   

Ingersoll-Rand PLC

    1,535,778         84,913,166   
Insurance Brokers–3.00%   

Aon PLC

    938,875         87,728,480   

Marsh & McLennan Cos., Inc.

    1,662,756         89,339,880   

Willis Group Holdings PLC

    1,668,869         71,911,565   
               248,979,925   
Integrated Oil & Gas–5.31%   

Exxon Mobil Corp.

    955,063         71,858,940   

Occidental Petroleum Corp.

    1,292,358         94,355,058   

Royal Dutch Shell PLC–Class A (United Kingdom)

    6,792,154         176,032,077   

TOTAL S.A. (France)

    2,155,708         98,070,052   
               440,316,127   
Integrated Telecommunication Services–1.71%   

Koninklijke KPN N.V. (Netherlands)

    6,154,596         23,919,952   

Orange S.A. (France)

    1,375,813         21,752,139   

Telecom Italia S.p.A. (Italy)(b)

    12,853,328         15,619,805   

Telefónica, S.A. (Spain)

    1,038,798         14,650,928   

Verizon Communications Inc.

    1,436,005         66,070,590   
               142,013,414   
Internet Software & Services–1.05%   

eBay Inc.(b)

    3,198,007         86,697,970   
Investment Banking & Brokerage–4.80%   

Charles Schwab Corp. (The)

    3,108,903         94,448,473   

Goldman Sachs Group, Inc. (The)

    500,606         94,414,292   

Morgan Stanley

    6,074,094         209,252,538   
               398,115,303   
 

 

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

 

9                         Invesco Growth and Income Fund


     Shares      Value  
IT Consulting & Other Services–1.37%   

Amdocs Ltd.

    1,982,138       $ 113,398,115   
Managed Health Care–1.80%   

Anthem, Inc.

    542,521         76,522,587   

UnitedHealth Group Inc.

    625,878         72,414,085   
               148,936,672   
Movies & Entertainment–0.69%   

Time Warner Inc.

    407,572         28,978,369   

Viacom Inc.–Class B

    683,154         27,852,189   
               56,830,558   
Multi-Utilities–0.69%   

PG&E Corp.

    1,159,995         57,512,552   
Oil & Gas Equipment & Services–1.30%   

Baker Hughes Inc.

    1,801,733         100,897,048   

Weatherford International PLC(b)

    645,300         6,549,795   
               107,446,843   
Oil & Gas Exploration & Production–3.18%   

Anadarko Petroleum Corp.

    806,973         57,763,127   

Apache Corp.

    2,640,167         119,441,155   

Canadian Natural Resources Ltd. (Canada)

    3,835,974         86,445,717   
               263,649,999   
Other Diversified Financial Services–1.48%   

Voya Financial, Inc.

    2,858,874         123,160,292   
Packaged Foods & Meats–1.30%   

Mondelez International Inc.–Class A

    2,545,122         107,811,368   
Pharmaceuticals–8.20%   

Eli Lilly and Co.

    1,262,445         103,962,346   

Merck & Co., Inc.

    2,809,041         151,266,858   

Novartis AG (Switzerland)

    1,362,927         133,183,676   

Pfizer Inc.

    2,753,819         88,728,048   

Sanofi (France)

    925,677         91,022,618   

Teva Pharmaceutical Industries Ltd.–ADR (Israel)

    1,745,771         112,445,110   
               680,608,656   
Publishing–0.81%   

Thomson Reuters Corp.

    1,732,102         67,377,807   
Railroads–0.94%   

CSX Corp.

    2,849,049         78,006,962   
Regional Banks–5.90%   

BB&T Corp.

    1,942,219         71,706,726   
     Shares      Value  
Regional Banks–(continued)   

Citizens Financial Group Inc.

    4,824,381       $ 119,741,136   

Fifth Third Bancorp

    4,414,523         87,937,298   

First Horizon National Corp.

    3,791,097         55,084,639   

PNC Financial Services Group, Inc. (The)

    1,702,232         155,107,380   
               489,577,179   
Security & Alarm Services–1.23%   

Tyco International PLC

    2,801,866         101,679,717   
Semiconductor Equipment–0.93%   

Applied Materials, Inc.

    4,772,777         76,770,118   
Semiconductors–1.67%   

Broadcom Corp.–Class A

    884,640         45,709,349   

Intel Corp.

    3,244,523         92,598,686   
               138,308,035   
Specialized Finance–0.71%   

CME Group Inc.–Class A

    622,180         58,758,679   
Systems Software–2.34%   

Microsoft Corp.

    2,105,495         91,631,142   

Symantec Corp.

    4,982,259         102,086,487   
               193,717,629   
Technology Hardware, Storage & Peripherals–0.81%   

NetApp, Inc.

    2,109,191         67,409,744   
Tobacco–1.31%   

Philip Morris International Inc.

    1,362,732         108,746,014   
Wireless Telecommunication Services–1.00%   

Vodafone Group PLC–ADR (United Kingdom)

    2,403,215         82,862,853   

Total Common Stocks & Other Equity Interests
(Cost $6,397,308,661)

   

     8,160,335,354   

Money Market Funds–2.06%

  

Liquid Assets Portfolio–Institutional Class, 0.12%(c)

    85,481,992         85,481,992   

Premier Portfolio–Institutional Class, 0.09%(c)

    85,481,993         85,481,993   

Total Money Market Funds
(Cost $170,963,985)

   

     170,963,985   

TOTAL INVESTMENTS–100.43%
(Cost $6,568,272,646)

   

     8,331,299,339   

OTHER ASSETS LESS LIABILITIES–(0.43)%

  

     (35,274,681

NET ASSETS–100.00%

  

   $ 8,296,024,658   
 

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. The rate shown is the 7-day SEC standardized yield as of August 31, 2015.

 

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, 2015

 

Assets:

 

Investments, at value (Cost $6,397,308,661)

  $ 8,160,335,354   

Investments in affiliated money market funds, at value and cost

    170,963,985   

Total investments, at value (Cost $6,568,272,646)

    8,331,299,339   

Foreign currencies, at value (Cost $201,747)

    202,410   

Receivable for:

 

Investments sold

    18,941,836   

Fund shares sold

    8,693,343   

Dividends

    18,929,375   

Investment for trustee deferred compensation and retirement plans

    589,326   

Unrealized appreciation on forward foreign currency contracts outstanding

    7,932,794   

Other assets

    83,120   

Total assets

    8,386,671,543   

Liabilities:

 

Payable for:

 

Investments purchased

    13,936,120   

Fund shares reacquired

    68,911,629   

Accrued fees to affiliates

    5,244,516   

Accrued trustees’ and officers’ fees and benefits

    18,710   

Accrued other operating expenses

    311,678   

Trustee deferred compensation and retirement plans

    695,957   

Unrealized depreciation on forward foreign currency contracts outstanding

    1,528,275   

Total liabilities

    90,646,885   

Net assets applicable to shares outstanding

  $ 8,296,024,658   

Net assets consist of:

 

Shares of beneficial interest

  $ 6,012,207,345   

Undistributed net investment income

    51,413,847   

Undistributed net realized gain

    463,046,156   

Net unrealized appreciation

    1,769,357,310   
    $ 8,296,024,658   

Net Assets:

 

Class A

  $ 4,450,596,112   

Class B

  $ 50,939,277   

Class C

  $ 309,525,618   

Class R

  $ 139,083,667   

Class Y

  $ 1,886,927,866   

Class R5

  $ 738,797,372   

Class R6

  $ 720,154,746   

Shares outstanding, $0.01 par value per share,
with an unlimited number of shares authorized:

   

Class A

    174,949,092   

Class B

    2,018,122   

Class C

    12,299,844   

Class R

    5,465,188   

Class Y

    74,106,413   

Class R5

    28,985,437   

Class R6

    28,247,221   

Class A:

 

Net asset value per share

  $ 25.44   

Maximum offering price per share

 

(Net asset value of $25.44 ¸ 94.50%)

  $ 26.92   

Class B:

 

Net asset value and offering price per share

  $ 25.24   

Class C:

 

Net asset value and offering price per share

  $ 25.17   

Class R:

 

Net asset value and offering price per share

  $ 25.45   

Class Y:

 

Net asset value and offering price per share

  $ 25.46   

Class R5:

 

Net asset value and offering price per share

  $ 25.49   

Class R6:

 

Net asset value and offering price per share

  $ 25.49   
 

 

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, 2015

 

Investment income:

 

Dividends (net of foreign withholding taxes of $5,761,892)

  $ 196,817,502   

Dividends from affiliated money market funds

    154,960   

Total investment income

    196,972,462   

Expenses:

 

Advisory fees

    32,733,175   

Administrative services fees

    757,356   

Custodian fees

    398,161   

Distribution fees:

 

Class A

    12,428,244   

Class B

    169,192   

Class C

    3,285,455   

Class R

    817,525   

Transfer agent fees — A, B, C, R and Y

    15,882,252   

Transfer agent fees — R5

    812,063   

Transfer agent fees — R6

    14,106   

Trustees’ and officers’ fees and benefits

    156,299   

Other

    1,116,438   

Total expenses

    68,570,266   

Less: Fees waived and expense offset arrangement(s)

    (414,217

Net expenses

    68,156,049   

Net investment income

    128,816,413   

Realized and unrealized gain (loss) from:

 

Net realized gain (loss) from:

 

Investment securities

    624,657,775   

Foreign currencies

    (546,699

Forward foreign currency contracts

    87,832,004   
      711,943,080   

Change in net unrealized appreciation (depreciation) of:

 

Investment securities

    (1,045,960,753

Foreign currencies

    (81,311

Forward foreign currency contracts

    6,150,275   
      (1,039,891,789

Net realized and unrealized gain (loss)

    (327,948,709

Net increase (decrease) in net assets resulting from operations

  $ (199,132,296

 

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, 2015 and 2014

 

           2015     2014  

Operations:

      

Net investment income

     $ 128,816,413      $ 190,760,236   

Net realized gain

       711,943,080        717,887,643   

Change in net unrealized appreciation (depreciation)

         (1,039,891,789     866,967,078   

Net increase (decrease) in net assets resulting from operations

         (199,132,296     1,775,614,957   

Distributions to shareholders from net investment income:

      

Class A

       (95,852,748     (61,612,058

Class B

       (1,361,186     (1,179,649

Class C

       (3,750,293     (1,447,199

Class R

       (2,785,361     (1,736,950

Class Y

       (46,673,590     (29,080,386

Class R5

       (18,554,045     (12,570,413

Class R6

         (16,315,170     (7,418,125

Total distributions from net investment income

         (185,292,393     (115,044,780

Distributions to shareholders from net realized gains:

      

Class A

       (452,856,740     (117,716,418

Class B

       (6,596,296     (2,338,436

Class C

       (29,434,651     (7,258,149

Class R

       (15,312,972     (4,191,643

Class Y

       (194,870,035     (45,186,746

Class R5

       (71,525,594     (18,438,457

Class R6

         (60,590,022     (8,430,934

Total distributions from net realized gains

         (831,186,310     (203,560,783

Share transactions–net:

      

Class A

       (190,458,025     (288,693,649

Class B

       (22,934,232     (34,204,390

Class C

       18,566,173        (5,617,121

Class R

       (20,329,574     (18,402,121

Class Y

       (21,583,356     34,843,158   

Class R5

       (30,967,417     29,578,569   

Class R6

         163,697,019        231,388,328   

Net increase (decrease) in net assets resulting from share transactions

         (104,009,412     (51,107,226

Net increase (decrease) in net assets

         (1,319,620,411     1,405,902,168   

Net assets:

      

Beginning of year

         9,615,645,069        8,209,742,901   

End of year (includes undistributed net investment income of $51,413,847 and $108,981,756, respectively)

       $ 8,296,024,658      $ 9,615,645,069   

Notes to Financial Statements

August 31, 2015

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 thirteen 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 through growth of capital and current income.

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. 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

 

13                         Invesco Growth and Income Fund


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 securities) 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 asked 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 asked prices. For purposes of determining net asset value (“NAV”) 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 securities) 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/asked quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.

The Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain Fund investments.

Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general 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 (net of withholding tax, if any) 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

 

14                         Invesco Growth and Income Fund


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 the Statement of Changes in Net Assets, or the net investment income per share and the 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 net investment 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 recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed the Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

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. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests and are shown in the Statement of Operations.

J. Forward Foreign Currency Contracts — The Fund may engage in foreign currency transactions either on a spot (i.e. for prompt delivery and settlement) basis, or through forward foreign currency contracts, to manage or minimize currency or exchange rate risk.

The Fund may also enter into forward 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, or the Fund may also enter into forward foreign currency contracts that do not provide for physical settlement of the two currencies, but instead are settled by a single cash payment calculated as the difference between the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount (non-deliverable forwards). The Fund will set aside liquid assets in an amount equal to daily mark-to-market obligation for forward foreign currency contracts.

 

15                         Invesco Growth and Income Fund


A forward foreign currency contract is an obligation between two parties (“Counterparties”) to purchase or sell a specific currency for an agreed-upon price at a future date. The use of forward 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 forward 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. Put Options Purchased — The Fund may purchase put options including options on securities indexes, or foreign currency and/or futures contracts. By purchasing a put option, the Fund obtains the right (but not the obligation) to sell the option’s underlying instrument at a fixed strike price. In return for this right, the Fund pays an option premium. The option’s underlying instrument may be a security, securities index, or a futures contract. Put options may be used by the Fund to hedge securities it owns by locking in a minimum price at which the Fund can sell. If security prices fall, the put option could be exercised to offset all or a portion of the Fund’s resulting losses. At the same time, because the maximum the Fund has at risk is the cost of the option, purchasing put options does not eliminate the potential for the Fund to profit from an increase in the value of the securities hedged. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations as Net realized gain from Investment Securities. A risk in buying an option is that the Fund pays a premium whether or not the option is exercised. In addition, there can be no assurance that a liquid secondary market will exist for any option purchased.

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%   

For the year ended August 31, 2015, the effective advisory fees incurred by the Fund was 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 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 Affiliated Sub-Adviser(s).

The Adviser has contractually agreed, through at least June 30, 2016, 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 Invesco continues the fee waiver agreement, it will terminate on June 30, 2016. The fee waiver agreement cannot be terminated during its term. 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, 2017, 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, 2015, the Adviser waived advisory fees of $407,931.

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, 2015, 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, 2015, 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

 

16                         Invesco Growth and Income Fund


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, 2015, 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, 2015, IDI advised the Fund that IDI retained $577,696 in front-end sales commissions from the sale of Class A shares and $4,084, $12,374 and $5,356 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders.

For the year ended August 31, 2015, the Fund incurred $61,544 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, 2015. 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, 2015, there were transfers from Level 1 to Level 2 of $305,625,575 and from Level 2 to Level 1 of $37,371,944, due to foreign fair value adjustments.

 

     Level 1        Level 2        Level 3        Total  

Equity Securities

  $ 7,794,420,036         $ 536,879,303         $         $ 8,331,299,339   

Forward Foreign Currency Contracts*

              6,404,519                     6,404,519   

Total Investments

  $ 7,794,420,036         $ 543,283,822         $         $ 8,337,703,858   

 

* 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, 2015:

 

    Value  
Risk Exposure/Derivative Type   Assets        Liabilities  

Currency risk:

      

Forward foreign currency contracts(a)

  $ 7,932,794         $ (1,528,275

 

(a)  Values are disclosed on the Statement of Assets and Liabilities under the captions Unrealized appreciation on forward foreign currency contracts outstanding and Unrealized depreciation on forward foreign currency contracts outstanding.

 

17                         Invesco Growth and Income Fund


Effect of Derivative Investments for the year ended August 31, 2015

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
 
     Forward
Foreign Currency
Contracts
       Options
Purchased(a)
 

Realized Gain (Loss):

      

Currency Risk

  $ 87,832,004         $   

Equity Risk

              (540,606

Change in Net Unrealized Appreciation:

      

Currency Risk

  $ 6,150,275         $   

Equity Risk

              426,922   

Total

  $ 93,982,279         $ (113,684

 

(a)  Options purchased are included in the net realized gain (loss) from investment securities and the change in net unrealized appreciation (depreciation) of investment securities.

The table below summarizes the twelve month average notional value of forward foreign currency contracts and the four month average notional value of options purchased outstanding during the period.

 

     Forward
Foreign Currency
Contracts
       Options
Purchased
 

Average notional value

  $ 805,882,098         $ 17,768,525   

 

Open Forward Foreign Currency Contracts  

Settlement
Date

    

Counterparty

   Contract to        Notional
Value
       Unrealized
Appreciation
(Depreciation)
 
        Deliver        Receive            

10/02/15

    

Bank of New York Mellon (The)

     CAD        69,448,249           USD        52,151,833         $ 52,781,985         $ (630,152

10/02/15

    

State Street Bank & Trust Co.

     CAD        69,448,481           USD        52,144,097           52,782,161           (638,064

10/02/15

    

Bank of New York Mellon (The)

     CHF        51,206,160           USD        54,131,994           53,009,116           1,122,878   

10/02/15

    

State Street Bank & Trust Co.

     CHF        51,206,414           USD        54,154,590           53,009,380           1,145,210   

10/02/15

    

Bank of New York Mellon (The)

     EUR        86,874,868           USD        99,085,565           97,523,509           1,562,056   

10/02/15

    

State Street Bank & Trust Co.

     EUR        86,875,374           USD        99,025,764           97,524,077           1,501,687   

10/02/15

    

Bank of New York Mellon (The)

     GBP        60,519,479           USD        94,135,931           92,847,613           1,288,318   

10/02/15

    

State Street Bank & Trust Co.

     GBP        60,519,339           USD        94,160,043           92,847,398           1,312,645   

10/02/15

    

Bank of New York Mellon (The)

     ILK        163,013,607           USD        41,447,123           41,564,251           (117,128

10/02/15

    

State Street Bank & Trust Co.

     ILK        163,013,685           USD        41,421,340           41,564,271           (142,931

Total Open Forward Foreign Currency Contracts — Currency Risk

                                                    $ 6,404,519   

Currency Abbreviations:

 

CAD  

– Canadian Dollar

CHF  

– Swiss Franc

EUR  

– Euro

GBP  

– British Pound Sterling

ILK  

– Israeli Shekel

USD  

– U.S. Dollar

 

 

Offsetting Assets and Liabilities

Accounting Standards Update (“ASU”) No. 2011-11, Disclosures about Offsetting Assets and Liabilities, which was subsequently clarified in Financial Accounting Standards Board ASU 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” is intended to enhance disclosures about financial instruments and derivative instruments that are subject to offsetting arrangements on the Statement of Assets and Liabilities and to enable investors to better understand the effect of those arrangements on the Fund’s financial position. In order for an arrangement to be eligible for netting, the Fund must have a basis to conclude that such netting arrangements are legally enforceable. The Fund enters into netting agreements and collateral agreements in an attempt to reduce the Fund’s Counterparty credit risk by providing for a single net settlement with a Counterparty of all financial transactions covered by the agreement in an event of default as defined under such agreement.

 

18                         Invesco Growth and Income Fund


There were no derivative instruments subject to a netting agreement for which the Fund is not currently netting. The following tables present derivative instruments that are either subject to an enforceable netting agreement or offset by collateral arrangements as of August 31, 2015.

 

            Gross Amounts Not Offset in the Statement of
Assets and Liabilities
        
     Gross Amounts
of Recognized
Assets
    

Financial
Instruments

    Collateral Received     

Net

Amount

 
Counterparty        

Non-Cash

     Cash     

Bank of New York Mellon (The)

   $ 3,973,252       $ (747,280   $       $       $ 3,225,972   

State Street Bank & Trust Co.

     3,959,542         (780,995                     3,178,547   

Total

   $ 7,932,794       $ (1,528,275   $       $       $ 6,404,519   
             
            Gross Amounts Not Offset in the Statement of
Assets and Liabilities
        
     Gross Amounts
of Recognized
Liabilities
    

Financial
Instruments

    Collateral Pledged     

Net

Amount

 
Counterparty        

Non-Cash

     Cash     

Bank of New York Mellon (The)

   $ 747,280       $ (747,280   $       $       $   

State Street Bank & Trust Co.

     780,995         (780,995                       

Total

   $ 1,528,275       $ (1,528,275   $       $       $   

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, 2015, the Fund engaged in securities purchases of $771,115.

NOTE 6—Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in demand deposit accounts used by the transfer agent for clearing shareholder transactions. For the year ended August 31, 2015, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $6,286.

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 were eligible to participate in a retirement plan that provided 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.

 

19                         Invesco Growth and Income Fund


NOTE 9—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended August 31, 2015 and 2014:

 

     2015        2014  

Ordinary income

  $ 262,808,879         $ 119,076,289   

Long-term capital gain

    753,669,824           199,529,274   

Total distributions

  $ 1,016,478,703         $ 318,605,563   

Tax Components of Net Assets at Period-End:

 

     2015  

Undistributed ordinary income

  $ 55,218,498   

Undistributed long-term gain

    476,457,231   

Net unrealized appreciation — investments

    1,752,935,611   

Net unrealized appreciation (depreciation) — other investments

    (73,902

Temporary book/tax differences

    (720,125

Shares of beneficial interest

    6,012,207,345   

Total net assets

  $ 8,296,024,658   

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. Capital losses generated in years beginning after December 22, 2010 can be carried forward for an unlimited period, whereas previous losses expire in eight tax years. 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. Capital loss carryforwards with no expiration date 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 carryforwards 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, 2015.

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, 2015 was $2,038,294,295 and $2,837,336,034, 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

  $ 2,094,585,354   

Aggregate unrealized (depreciation) of investment securities

    (341,649,743

Net unrealized appreciation of investment securities

  $ 1,752,935,611   

Cost of investments for tax purposes is $6,578,363,728.

NOTE 11—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of foreign currency transactions, excise taxes and return of capital, on August 31, 2015, undistributed net investment income was decreased by $1,091,929, undistributed net realized gain was increased by $800,334 and shares of beneficial interest was increased by $291,595. This reclassification had no effect on the net assets of the Fund.

 

20                         Invesco Growth and Income Fund


NOTE 12—Share Information

 

     Summary of Share Activity  
    Years ended August 31,  
    2015(a)      2014  
     Shares      Amount      Shares      Amount  

Sold:

          

Class A

    17,888,584       $ 485,903,239         20,450,645       $ 551,400,574   

Class B

    24,494         667,225         55,993         1,492,955   

Class C

    1,253,277         33,557,232         1,054,947         28,254,914   

Class R

    1,075,763         29,268,433         1,443,041         39,138,626   

Class Y

    18,424,623         503,537,339         17,406,820         473,531,971   

Class R5

    8,520,759         231,266,680         10,863,248         296,409,011   

Class R6

    10,683,508         288,569,077         10,686,110         288,760,455   

Issued as reinvestment of dividends:

          

Class A

    20,187,250         521,859,531         6,491,884         170,525,029   

Class B

    295,592         7,581,858         128,924         3,358,844   

Class C

    1,183,905         30,214,201         306,483         7,924,492   

Class R

    699,242         18,074,952         225,990         5,927,788   

Class Y

    8,962,519         232,043,868         2,711,161         71,425,728   

Class R5

    3,472,896         90,078,761         1,172,727         30,940,210   

Class R6

    2,877,870         74,651,350         594,490         15,775,850   

Automatic conversion of Class B shares to Class A shares:

          

Class A

    815,263         22,186,231         970,672         26,486,043   

Class B

    (821,538      (22,186,231      (977,570      (26,486,043

Reacquired:

          

Class A

    (44,887,223      (1,220,407,026      (38,227,817      (1,037,105,295

Class B

    (332,033      (8,997,084      (465,664      (12,570,146

Class C

    (1,680,802      (45,205,260      (1,545,384      (41,796,527

Class R

    (2,495,100      (67,672,959      (2,330,503      (63,468,535

Class Y

    (27,829,736      (757,164,563      (18,798,733      (510,114,541

Class R5

    (12,993,861      (352,312,858      (10,842,356      (297,770,652

Class R6

    (7,359,673      (199,523,408      (2,670,780      (73,147,977

Net increase (decrease) in share activity

    (2,034,421    $ (104,009,412      (1,295,672    $ (51,107,226

 

(a) There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 34% 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 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(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 08/31/15

  $ 29.30      $ 0.35      $ (1.09   $ (0.74   $ (0.54   $ (2.58   $ (3.12   $ 25.44        (2.61 )%    $ 4,450,596        0.84 %(d)      0.84 %(d)      1.29 %(d)      23

Year ended 08/31/14

    24.92        0.55 (e)      4.78        5.33        (0.33     (0.62     (0.95     29.30        21.84        5,302,375        0.83        0.84        2.03 (e)      31   

Year ended 08/31/13

    20.48        0.31        4.47        4.78        (0.34            (0.34     24.92        23.57        4,766,860        0.81        0.82        1.37        29   

Year ended 08/31/12

    18.01        0.32        2.42        2.74        (0.27            (0.27     20.48        15.33        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        4,149,537        0.83        0.84        1.23        23   

Class B

                           

Year ended 08/31/15

    29.10        0.35        (1.09     (0.74     (0.54     (2.58     (3.12     25.24        (2.65 )(f)      50,939        0.84 (d)(f)      0.84 (d)(f)      1.29 (d)(f)      23   

Year ended 08/31/14

    24.75        0.54 (e)      4.75        5.29        (0.32     (0.62     (0.94     29.10        21.86 (f)      82,970        0.83 (f)      0.84 (f)      2.03 (e)(f)      31   

Year ended 08/31/13

    20.34        0.31        4.44        4.75        (0.34            (0.34     24.75        23.57 (f)      101,723        0.81 (f)      0.82 (f)      1.37 (f)      29   

Year ended 08/31/12

    17.88        0.31        2.41        2.72        (0.26            (0.26     20.34        15.37 (f)      124,930        0.81 (f)      0.82 (f)      1.68 (f)      25   

Year ended 08/31/11

    15.93        0.23        1.90        2.13        (0.18            (0.18     17.88        13.36 (f)      173,129        0.83 (f)      0.84 (f)      1.23 (f)      23   

Class C

                           

Year ended 08/31/15

    29.01        0.15        (1.08     (0.93     (0.33     (2.58     (2.91     25.17        (3.33     309,526        1.59 (d)      1.59 (d)      0.54 (d)      23   

Year ended 08/31/14

    24.68        0.34 (e)      4.73        5.07        (0.12     (0.62     (0.74     29.01        20.94        334,902        1.58        1.59        1.28 (e)      31   

Year ended 08/31/13

    20.29        0.14        4.42        4.56        (0.17            (0.17     24.68        22.63        289,458        1.56        1.57        0.62        29   

Year ended 08/31/12

    17.84        0.18        2.40        2.58        (0.13            (0.13     20.29        14.53 (g)      254,679        1.55 (g)      1.56 (g)      0.94 (g)      25   

Year ended 08/31/11

    15.91        0.09        1.90        1.99        (0.06            (0.06     17.84        12.52 (g)      258,606        1.57 (g)      1.58 (g)      0.49 (g)      23   

Class R

                           

Year ended 08/31/15

    29.31        0.29        (1.10     (0.81     (0.47     (2.58     (3.05     25.45        (2.86     139,084        1.09 (d)      1.09 (d)      1.04 (d)      23   

Year ended 08/31/14

    24.93        0.48 (e)      4.78        5.26        (0.26     (0.62     (0.88     29.31        21.53        181,301        1.08        1.09        1.78 (e)      31   

Year ended 08/31/13

    20.49        0.25        4.47        4.72        (0.28            (0.28     24.93        23.26        170,691        1.06        1.07        1.12        29   

Year ended 08/31/12

    18.02        0.27        2.42        2.69        (0.22            (0.22     20.49        15.03        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        147,453        1.08        1.09        0.98        23   

Class Y

                           

Year ended 08/31/15

    29.33        0.42        (1.10     (0.68     (0.61     (2.58     (3.19     25.46        (2.39     1,886,928        0.59 (d)      0.59 (d)      1.54 (d)      23   

Year ended 08/31/14

    24.94        0.62 (e)      4.78        5.40        (0.39     (0.62     (1.01     29.33        22.17        2,186,472        0.58        0.59        2.28 (e)      31   

Year ended 08/31/13

    20.50        0.37        4.47        4.84        (0.40            (0.40     24.94        23.86        1,826,646        0.56        0.57        1.62        29   

Year ended 08/31/12

    18.03        0.36        2.42        2.78        (0.31            (0.31     20.50        15.60        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        1,544,968        0.58        0.59        1.48        23   

Class R5

                           

Year ended 08/31/15

    29.36        0.45        (1.10     (0.65     (0.64     (2.58     (3.22     25.49        (2.29     738,797        0.48 (d)      0.48 (d)      1.65 (d)      23   

Year ended 08/31/14

    24.97        0.65 (e)      4.78        5.43        (0.42     (0.62     (1.04     29.36        22.27        880,275        0.47        0.48        2.39 (e)      31   

Year ended 08/31/13

    20.53        0.39        4.47        4.86        (0.42            (0.42     24.97        23.96        718,816        0.47        0.48        1.71        29   

Year ended 08/31/12

    18.05        0.39        2.43        2.82        (0.34            (0.34     20.53        15.80        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        307,338        0.39        0.40        1.67        23   

Class R6

                           

Year ended 08/31/15

    29.36        0.48        (1.10     (0.62     (0.67     (2.58     (3.25     25.49        (2.19     720,155        0.38 (d)      0.38 (d)      1.75 (d)      23   

Year ended 08/31/14

    24.97        0.68 (e)      4.78        5.46        (0.45     (0.62     (1.07     29.36        22.38        647,350        0.38        0.39        2.48 (e)      31   

Year ended 08/31/13(h)

    21.23        0.43        3.66        4.09        (0.35            (0.35     24.97        19.45        335,549        0.38 (i)      0.38 (i)      1.80 (i)      29   

 

(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 year ended August 31, 2011, the portfolio turnover 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.
(d) Ratios are based on average daily net assets (000’s omitted) of $4,975,278, $67,677, $328,546, $163,505, $2,148,381, $828,466 and $733,340 for Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.
(e) Net investment income per share and the ratio of net investment income to average net assets includes significant dividends received during the period. Net investment income per share and the ratio of net investment income to average net assets excluding the significant dividends are $0.34 and 1.24%, $0.33 and 1.24%, $0.13 and 0.49%, $0.27 and 0.99%, $0.41 and 1.49%, $0.44 and 1.60% and $0.47 and 1.69% for Class A, Class B, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.
(f) The total return, ratio of expenses to average net assets and ratio of net investment income to average net assets reflect actual 12b-1 fees of 0.25%, 0.25%, 0.25%, 0.23% and 0.25% for the years ended August 31, 2015, 2014, 2013, 2012 and 2011, respectively.
(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 0.97% and 0.99% for the years ended August 31, 2012 and 2011, respectively.
(h) Commencement date of September 24, 2012.
(i) Annualized.

 

22                         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, 2015, 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, 2015 by correspondence with the custodian and brokers, and the application of alternative auditing procedures where confirmations of security purchases have not been received, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

October 27, 2015

Houston, Texas

 

23                         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, 2015 through August 31, 2015.

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
(03/01/15)
    ACTUAL     HYPOTHETICAL
(5% annual return before
expenses)
    Annualized
Expense
Ratio
 
    Ending
Account Value
(08/31/15)1
    Expenses
Paid During
Period2
    Ending
Account Value
(08/31/15)
    Expenses
Paid During
Period2
   
A   $ 1,000.00      $ 956.50      $ 4.14      $ 1,020.97      $ 4.28        0.84
B     1,000.00        956.50        4.14        1,020.97        4.28        0.84   
C     1,000.00        953.20        7.83        1,017.19        8.08        1.59   
R     1,000.00        955.40        5.37        1,019.71        5.55        1.09   
Y     1,000.00        957.80        2.91        1,022.23        3.01        0.59   
R5     1,000.00        958.40        2.37        1,022.79        2.45        0.48   
R6     1,000.00        958.50        1.88        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, 2015 through August 31, 2015, 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 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 agreements. During contract renewal meetings held on June 9-10, 2015, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% of the Board, voting separately, approved the continuance for the Fund of the Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) and the Master Intergroup Sub-Advisory Contract for Mutual Funds with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited , Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts) for another year, effective July 1, 2015.

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 Board determined that continuation of the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interest of the Fund and its shareholders and that 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 performance and investment management services provided by Invesco Advisers and the Affiliated Sub-Advisers to 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 Board had the benefit of reports form the Sub-Committees and Investments Committee throughout the year in considering approval of the continuance of each Invesco Fund’s investment advisory agreement and sub-advisory contracts for another year.

During the contract renewal process, the Board receives 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 Board also receives a report and this 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. 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.

The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation. 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 is a summary of 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 10, 2015, and does not reflect consideration of factors that became known to the Board after that date.

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. 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. 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, valuation and legal and compliance.

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 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 its 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

 

 

25                         Invesco Growth and Income Fund


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 its expense group. The Board noted that the term “contractual management fee” may include both advisory and certain administrative services fees, but that Lipper does not provide information on a fund by fund basis as to what is included. The Board noted 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 rate was below the rate of one such mutual fund. The Board also noted how the Fund’s rate compared to the effective sub-adviser fee rate of two mutual funds sub-advised by Invesco Advisers.

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 types of 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 similar scope of services. The information received by the Board demonstrated that the aggregate services provided to the Invesco Funds were sufficiently different from those provided to institutional clients to support the difference in fees.

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.

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. 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 Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its affiliates 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. 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 providing 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; and that the services are required for the operation of the Fund.

The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research 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 that it receives 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 with respect to investments in the affiliated money market 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 amount of advisory fees received by Invesco Advisors from the Fund’s investment of cash collateral from any securities lending arrangements in the affiliated money market funds is fair and reasonable.

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

 

 

26                         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, 2015:

 

Federal and State Income Tax

 

Long-Term Capital Gain Distributions

   $ 753,669,824   

Qualified Dividend Income*

     100.00

Corporate Dividends Received Deduction*

     74.04

U.S. Treasury Obligations*

     0.00

 

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

 

Non-Resident Alien Shareholders

 

Qualified Short-Term Gains

   $ 77,516,486   

 

27                         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).

  144   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), Invesco Canada Holdings Inc. (holding company), Trimark Investments Ltd./Placements Trimark Ltèe and Invesco Financial Services Ltd/Services Financiers Invesco Ltèe; Chief Executive Officer, Invesco Corporate Class 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), Short-Term Investments Trust and Invesco Management Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management 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: Chief Executive Officer, Invesco Canada Fund Inc (corporate mutual fund company); 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; 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), and Short-Term Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc..

  144   None

 

1  Mr. Flanagan is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) 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.

 

2  Mr. Taylor is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer and a director of the Adviser.

 

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; Chairman, Board of Governors of INTELSAT (international communications company); ACE Limited (insurance company); Independent Directors Council and Investment Company Institute

  144   ALPS (Attorneys Liability Protection Society) (insurance company) and Globe Specialty Metals, Inc. (metallurgical company)

David C. Arch — 1945

Trustee

  2010   Chairman of Blistex Inc., a consumer health care products manufacturer   144   Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan; Member of the Audit Committee of the Edward-Elmhurst Hospital

James T. Bunch — 1942

Trustee

  2000  

Managing Member, Grumman Hill Group LLC (family office/private equity investments)

 

Formerly: Founder, Green Manning & Bunch Ltd. (investment banking firm) (1988-2010); Executive Committee, United States Golf Association; and Chairman, Board of Governors, Western Golf Association

  144   Chairman of the Board of Trustees, Evans Scholars Foundation; and Chairman of the Board, 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

  144   Director of Quidel Corporation and Stericycle, 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); Nature’s Sunshine Products, Inc. and Reich & Tang Funds (5 portfolios) (registered investment company)

 

Formerly: Director, Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company); 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)

  144   Director of: Nature’s Sunshine Products, Inc., Reich & Tang Funds, Homeowners of America Holding Corporation/ Homeowners of America Insurance Company, the Boss Group

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

  144   Insperity, Inc. (formerly known as Administaff)

Prema Mathai-Davis — 1950

Trustee

  2003   Retired. Formerly: Chief Executive Officer, YWCA of the U.S.A.   144   None

Larry Soll — 1942

Trustee

  1997   Retired. Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)   144   None

Hugo F. Sonnenschein — 1940

Trustee

  2010   President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to 2000, President of the University of Chicago   144   Trustee of the University of Rochester and a member of its investment committee; Member of the National Academy of Sciences and the American Philosophical Society; Fellow of the American Academy of Arts and Sciences
Raymond Stickel, Jr. — 1944 Trustee   2005   Retired. Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche   144   None

 

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)

Suzanne H. Woolsey — 1941

Trustee

  2014   Chief Executive Officer of Woolsey Partners LLC   144   Emeritus Chair of the Board of Trustees of the Institute for Defense Analyses; Trustee of Colorado College; Trustee of California Institute of Technology; Prior to 2014, Director of Fluor Corp.; Prior to 2010, Trustee of the German Marshall Fund of the United States; Prior to 2010 Trustee of the Rocky Mountain Institute
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; Managing Director, 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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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
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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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

 

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)                
Karen Dunn Kelley — 1960
Vice President
  2003  

Senior Managing Director, Investments, Invesco Ltd.; 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; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust); and President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust only)

 

Formerly: Director and President, INVESCO Asset Management (Bermuda) Ltd., 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.; 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), and Short-Term Investments Trust only)

  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, and PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Commodity Fund Trust; Anti-Money Laundering Compliance Officer and Bank Secrecy Act Officer, INVESCO National Trust Company and Invesco Trust Company; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, Inc..   N/A   N/A

Lisa O. Brinkley — 1959

Chief Compliance Officer

  2004  

Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A., Inc.); and Chief Compliance Officer, The Invesco Funds

 

Formerly: Global Assurance Officer, Invesco Ltd. and Vice President, The Invesco Funds; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company.

  N/A   N/A

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

1000 Louisiana Street, Suite 5800

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


 

 

 

LOGO

 

 

Invesco mailing information

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

 

 

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.

     LOGO

 

SEC file numbers: 811-09913 and 333-36074    VK-GRI-AR-1   

Invesco Distributors, Inc.

 


 

 

LOGO

 

 

 

 

Annual Report to Shareholders

 

   August 31, 2015
 

 

Invesco Low Volatility Equity Yield Fund

 

 

Nasdaq:

A: SCAUX ¡ B: SBCUX ¡ C: SCCUX ¡ R: SCRUX ¡ Y: SCAYX

Investor: SCNUX ¡ R5: SCIUX

 

 

LOGO


 

Letters to Shareholders

 

LOGO

Philip Taylor

  

Dear Shareholders:

This annual report includes information about your Fund, including performance data and a complete list of its investments as of the close of the reporting period. Inside is a discussion of how your Fund was managed and the factors that affected its performance during the reporting period. I hope you find this report of interest.

The US economy expanded and unemployment declined throughout the reporting period. The sharp drop in oil prices that began in mid-2014 continued to benefit consumers, but a strong US dollar crimped corporate profits. The US Federal Reserve signaled that it was increasingly likely to raise interest rates, based on generally positive economic data, but uncertainty remained about when it would act. Overseas, the story was much different. Low energy prices hurt the economies of some oil-producing nations, such as Brazil and Russia. During the reporting period, the European Central Bank as well as central banks in

China and Japan – among other countries – either instituted or maintained extraordinarily accommodative monetary policies in response to economic weakness.

Investor uncertainty, such as we saw for much of the reporting period – and market volatility, such as we saw at the end of the reporting period – are unfortunate facts of life when it comes to investing. Some investors use these things as excuses to delay saving and investing for their long-term financial goals. That’s why Invesco encourages investors to work with a professional financial adviser who can stress the importance of starting to save and invest early and the importance of adhering to a disciplined investment plan – when times are good and when they’re uncertain. A financial adviser who knows your unique financial situation, investment goals and risk tolerance can be an invaluable partner as you seek to achieve your financial goals. He or she can offer a long-term perspective when markets are volatile and time-tested advice and guidance when your financial situation or investment goals change.

Timely information when and where you want it

Invesco’s efforts to help investors achieve their financial objectives include providing individual investors and financial professionals with timely information about the markets, the economy and investing – whenever and wherever they want it.

Our website, invesco.com/us, offers a wide range of market insights and investment perspectives. On the website, you’ll find detailed information about our funds, including prices, performance, holdings and portfolio manager commentaries. You can access information about your account by completing a simple, secure online registration. Click on the “Need to register” link in the “Account Access” box on our homepage to get started.

Invesco’s mobile apps for iPhone® and iPad® (both available free from the App StoreSM) allow you to obtain the same detailed information, monitor your account and create customizable watch lists. Also, they allow you to access investment insights from our investment leaders, market strategists, economists and retirement experts. You can sign up to be alerted when new commentary is added, and you can watch portfolio manager videos and have instant access to Invesco news and updates wherever you may be.

In addition to the resources accessible on our website and through our mobile app, you can obtain timely updates to help you stay informed about the markets, the economy and investing by connecting with Invesco on Twitter, LinkedIn or Facebook. You can access our blog at blog.invesco.us.com. Our goal is to provide you the information you want, when and where you want it.

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,

 

LOGO

Philip Taylor

Senior Managing Director, Invesco Ltd.

iPhone and iPad are trademarks of Apple Inc., registered in the US and other countries. App Store is a service mark of Apple Inc. Invesco Distributors, Inc. is not affiliated with Apple Inc.

 

2                         Invesco Low Volatility Equity Yield Fund


LOGO

Bruce Crockett

  

Dear Fellow Shareholders:

Among the many important lessons I’ve learned in more than 40 years in a variety of business endeavors is the value of a trusted advocate.

As independent chair of the Invesco Funds Board, I can assure you that the members of the Board are strong advocates for the interests of investors in Invesco’s mutual funds. We work hard to represent your interests through oversight of the quality of the investment management services your funds receive and other matters important to your investment, including but not limited to:

n Ensuring that Invesco offers a diverse lineup of mutual funds that your financial adviser can use to strive to meet your financial needs as your investment goals change over time.

n Monitoring how the portfolio management teams of the Invesco funds are performing in light of changing economic and market conditions.

n   Assessing each portfolio management team’s investment performance within the context of the investment strategy described in the fund’s prospectus.
n   Monitoring for potential conflicts of interests that may impact the nature of the services that your funds receive.

We believe one of the most important services we provide our fund shareholders is the annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This review is required by the Investment Company Act of 1940 and focuses on the nature and quality of the services Invesco provides as the adviser to the Invesco funds and the reasonableness of the fees that it charges for those services. Each year, we spend months carefully reviewing information received from Invesco and a variety of independent sources, such as performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field. We also meet with our independent legal counsel and other independent advisers to review and help us assess the information that we have received. Our goal is to assure that you receive quality investment management services for a reasonable fee.

I trust the measures outlined above provide assurance that you have a worthy advocate when it comes to choosing the Invesco Funds.

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,

 

LOGO

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, 2015, Class A shares of Invesco Low Volatility Equity Yield Fund (the Fund), at net asset value, underperformed the Russell 1000 Index, the Fund’s style-specific benchmark.

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

 

 

Fund vs. Indexes

Total returns, 8/31/14 to 8/31/15, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

 

Class A Shares

     -10.72

Class B Shares

     -11.42   

Class C Shares

     -11.37   

Class R Shares

     -10.93   

Class Y Shares

     -10.43   

Investor Class Shares

     -10.76   

Class R5 Shares

     -10.35   

S&P 500 Indexq (Broad Market Index)

     0.48   

Russell 1000 Indexq (Style-Specific Index)

     0.40   

Lipper Equity Income Funds Indexn (Peer Group Index)

     -3.35   

Source(s): qFactSet Research Systems Inc.; nLipper Inc.

  

 

 

Market conditions and your Fund

The US economy improved slowly, but somewhat steadily, during the fiscal year ended August 31, 2015 – although the performance of the underlying sectors of the economy varied dramatically. The headline story was the massive slowdown in energy markets, as oil prices plummeted when too much supply overwhelmed slowing global demand. However the more subtle story, which drove the economy forward during the year, was the improved position of the US consumer.

As the fiscal year began, economic growth appeared to be stronger in the US than in the rest of the world. In mid-2014, when the price of oil began its sharp and prolonged decline, US equities fell as well. However, while global growth weakened and commodity-based econo-

mies and currencies underperformed those of the US, continued strengthening of the US consumer led US equity markets higher through the spring. Continued low interest rates, the increasing availability of credit from lenders and an improving employment picture all contributed to higher consumer confidence. This strength also helped the market overcome summer fears that Greece and the eurozone would fail to reach agreement on a financial bailout plan. In the final weeks of the fiscal year, however, US equity markets moved sharply lower. A significant downturn in China’s financial markets, weak global economic growth and the uncertain timing of a potential US interest rate increase were negatives for jittery US markets. While stocks were up slightly for the fiscal year, they ended the reporting period on a negative note.

 

    The Fund seeks to combine a higher return and income potential than the Russell 1000 Index with less volatile stocks. The Fund attempts to do this through its stock selection process, in which we systematically evaluate fundamental and behavioral factors to forecast individual security returns and rank these securities based on their attractiveness relative to industry peers.

    During the fiscal year, performance was mixed across sectors of the Fund and its style-specific benchmark. The energy, financials and information technology sectors detracted from Fund performance, while the utilities sector contributed to Fund performance.

    The largest detractor from Fund performance, on both a relative and absolute basis, was our stock selection in the energy sector. Within this sector, Encana, Peabody Energy and Cenovus Energy were notable underperformers. Stock prices in the energy sector were hurt by lower energy prices during the fiscal year. The Fund liquidated its positions in both Encana and Peabody Energy during the fiscal year.

    Also detracting from Fund performance were United States Steel in the materials sector and CenturyLink in the telecommunication services sector. We sold our position in United States Steel during the fiscal year.

    Several companies in the consumer staples sector, including Staples, Altria Group and Dr Pepper Snapple Group, delivered strong absolute returns and contributed to the Fund’s performance. During the fiscal year, Dr Pepper Snapple Group announced the company would begin a share repurchase program valued at nearly $1 billion. In addition, the company acquired assets of Davis Beverage

 

 

Portfolio Composition
By sector

 

Financials

     24.6

Utilities

     11.7   

Consumer Staples

     11.4   

Information Technology

     10.6   

Consumer Discretionary

     10.2   

Energy

     9.4   

Health Care

     7.8   

Industrials

     5.2   

Telecommunication Services

     4.6   

Materials

     3.1   

U.S. Treasury Bills, Plus

Money Market Funds, Plus

Other Assets Less Liabilities

    
1.4
  

 

Top 10 Equity Holdings*

 

  1.

  Altria Group, Inc.      2.0

  2.

  Digital Realty Trust, Inc.      2.0   

  3.

  Dr Pepper Snapple Group, Inc.      2.0   

  4.

  PG&E Corp.      1.9   

  5.

  Pfizer Inc.      1.9   

  6.

  Cisco Systems, Inc.      1.9   

  7.

  Archer-Daniels-Midland Co.      1.9   

  8.

  Annaly Capital Management Inc.      1.8   

  9.

  Darden Restaurants, Inc.      1.8   

10.

  Entergy Corp.      1.8   

 

Total Net Assets

  $
284.7 million
  

 

Total Number of

Holdings*

   
128
  

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


Group and Davis Bottling (not Fund holdings). We sold our position in Staples during the fiscal year.

In addition, stock selection in the utilities sector was a contributor to the Fund’s absolute and relative performance, and the Fund benefited from its overweight allocation to the sector.

The Fund uses a quantitative method of investing and focuses on four investment concepts that make up its stock selection model – Earnings Expectations, Market Sentiment, Management and Quality, and Value. During the fiscal year, investors appeared to be temporarily chasing after securities with strong growth characteristics because of concerns over slowing economic expansion and decelerating corporate earnings growth. In a low growth environment, investors seemed willing to pay a premium for growth. This type of environment was a drag on Fund performance because the Fund tends to favor more value and quality characteristics. The Fund’s stock selection model does not favor growth stocks because we believe the rewards tend to be short-lived. Within the Fund’s stock selection model, Earnings Expectations and Market Sentiment concepts were positive predictors of returns given their correlation to growth. The Value and Management and Quality concepts struggled, however, due to their focus on stable, attractively valued stocks. In addition, one of the Fund’s objective of income put a damper on performance. Over the fiscal year, higher dividend paying stocks lagged by a significant margin to stocks that paid low to no dividends.

Please note that the Fund’s strategy is principally implemented through equity investments, but the Fund also may use S&P 500 futures contracts, a derivative instrument, to gain exposure to the equity market. During the fiscal year, the Fund invested in S&P 500 futures contracts, which generated a negative return and were a slight detractor from Fund performance. Derivatives can be a cost-effective way to gain exposure to asset classes. However, derivatives may amplify traditional investment risks through the creation of leverage and may be less liquid than traditional securities.

We welcome new investors who joined the Fund during the fiscal year and thank all our shareholders for their investment in Invesco Low Volatility Equity Yield Fund.

The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

See important Fund and, if applicable, index disclosures later in this report.

LOGO

 

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.

 

LOGO  

Charlie 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.

 

LOGO  

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.

 

LOGO  

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.

 

LOGO  

Francis 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.

 

LOGO  

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

 

 

LOGO

 

Source: FactSet Research Systems Inc.
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. 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 (NAVs) 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 NAVs for shareholder transactions and the returns based on those NAVs may differ from the NAVs 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 Low Volatility Equity Yield Fund


Average Annual Total Returns

  

As of 8/31/15, including maximum applicable sales charges    

Class A Shares

        

Inception (3/31/06)

     3.47

5 Years

     11.09   

1 Year

     -15.60   

Class B Shares

        

Inception (3/31/06)

     3.45

5 Years

     11.28   

1 Year

     -15.41   

Class C Shares

        

Inception (3/31/06)

     3.31

5 Years

     11.49   

1 Year

     -12.17   

Class R Shares

        

Inception (3/31/06)

     3.84

5 Years

     12.07   

1 Year

     -10.93   

Class Y Shares

        

Inception

     4.30

5 Years

     12.65   

1 Year

     -10.43   

Investor Class Shares

        

Inception

     4.10

5 Years

     12.32   

1 Year

     -10.76   

Class R5 Shares

        

Inception (3/31/06)

     4.42

5 Years

     12.75   

1 Year

     -10.35   

Average Annual Total Returns

  

As of 6/30/15, the most recent calendar quarter end, including maximum applicable sales charges     

Class A Shares

        

Inception (3/31/06)

     4.11

5 Years

     12.35   

1 Year

     -9.51   

Class B Shares

        

Inception (3/31/06)

     4.09

5 Years

     12.53   

1 Year

     -9.27   

Class C Shares

        

Inception (3/31/06)

     3.96

5 Years

     12.75   

1 Year

     -5.87   

Class R Shares

        

Inception (3/31/06)

     4.50

5 Years

     13.32   

1 Year

     -4.54   

Class Y Shares

        

Inception

     4.96

5 Years

     13.90   

1 Year

     -4.07   

Investor Class Shares

        

Inception

     4.76

5 Years

     13.60   

1 Year

     -4.32   

Class R5 Shares

        

Inception (3/31/06)

     5.07

5 Years

     13.97   

1 Year

     -3.92   
 

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.

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.

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. Performance figures do not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of

Fund shares. 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 1.14%, 1.89%, 1.89%, 1.39%, 0.89%, 1.14% 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 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.

Fund performance reflects any applicable fee waivers and/or expense reimbursements. Had the adviser not waived fees and/or reimbursed expenses currently or in the past, returns would have been lower. See current prospectus for more information.

 

 

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, 2015, 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. 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 value of a derivative instrument depends largely on (and is derived from) the value of an underlying security, currency, commodity, interest rate, index or other asset (each referred to as an underlying asset). In addition to risks relating to the underlying assets, the use of deriv-

 

    atives may include other, possibly greater, risks, including counterparty, leverage and liquidity risks. Counter-party risk is the risk that the counter-party to the derivative contract will default on its obligation to pay the Fund the amount owed or otherwise perform under the derivative contract. Derivatives create leverage risk because they do not require payment up front equal to the economic exposure created by owning the derivative. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative, which may make the Fund’s returns more volatile and increase the risk of loss. Derivative instruments may also be less liquid than more traditional investments and the Fund may be unable to sell or close out its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. Derivatives may also be harder to value, less tax efficient and subject to changing government regulation that could impact the Fund’s ability to use certain derivatives or their cost. Also, derivatives used for hedging or to gain or limit exposure to a particular market segment may not provide the expected benefits, particularly during adverse market conditions.
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.
 

 

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

 

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   Real estate investment trust (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. Shares of real estate related companies, which tend to be small- and mid-cap companies, may be more volatile and less liquid.

 

 

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 Funds Index is an unmanaged Index considered representative of equity income 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

 

 

8                          Invesco Low Volatility Equity Yield Fund


Schedule of Investments(a)

August 31, 2015

 

     Shares      Value  

Common Stocks & Other Equity Interests–98.61%

  

Aerospace & Defense–0.38%   

Huntington Ingalls Industries, Inc.

    9,500       $ 1,069,510   
Agricultural Products–3.35%   

Archer-Daniels-Midland Co.

    118,900         5,349,311   

Bunge Ltd.

    58,000         4,202,100   
               9,551,411   
Apparel Retail–0.64%   

Abercrombie & Fitch Co.–Class A(b)

    64,800         1,286,928   

Guess?, Inc.

    24,400         539,484   
               1,826,412   
Apparel, Accessories & Luxury Goods–1.44%   

Coach, Inc.

    135,600         4,101,900   
Biotechnology–2.07%   

PDL BioPharma Inc.(b)

    264,000         1,491,600   

United Therapeutics Corp.(c)

    29,250         4,405,635   
               5,897,235   
Broadcasting–0.14%   

TEGNA Inc.

    17,000         404,430   
Coal & Consumable Fuels–0.11%   

Cameco Corp. (Canada)

    22,300         313,538   
Commercial Printing–0.63%   

R. R. Donnelley & Sons Co.

    113,600         1,783,520   
Commodity Chemicals–1.38%   

LyondellBasell Industries N.V.–Class A

    46,100         3,936,018   
Communications Equipment–2.45%   

Cisco Systems, Inc.

    208,200         5,388,216   

InterDigital, Inc.

    23,600         1,167,492   

Polycom, Inc.(c)

    39,000         419,640   
               6,975,348   
Computer & Electronics Retail–0.10%   

Rent-A-Center, Inc.

    10,600         285,034   
Consumer Finance–0.33%   

Navient Corp.

    73,100         934,949   
Data Processing & Outsourced Services–1.30%   

Western Union Co. (The)

    200,400         3,695,376   
Department Stores–1.32%   

Kohl’s Corp.

    73,600         3,755,808   
Diversified Banks–0.53%   

Citigroup Inc.

    28,400         1,518,832   
Diversified REIT’s–0.15%   

Liberty Property Trust

    14,400         442,656   
     Shares      Value  
Diversified Support Services–0.10%   

Ritchie Bros. Auctioneers Inc. (Canada)

    10,000       $ 275,800   
Drug Retail–0.39%   

CVS Health Corp.

    10,900         1,116,160   
Electric Utilities–4.58%   

Entergy Corp.

    76,300         4,984,679   

Exelon Corp.

    161,400         4,964,664   

FirstEnergy Corp.

    97,000         3,100,120   
               13,049,463   
Electrical Components & Equipment–0.20%   

General Cable Corp.

    38,300         557,265   
Environmental & Facilities Services–0.56%   

Waste Management, Inc.

    31,700         1,586,902   
Fertilizers & Agricultural Chemicals–0.27%   

Potash Corp. of Saskatchewan Inc. (Canada)

    29,200         759,200   
Footwear–1.39%   

Skechers U.S.A., Inc.–Class A(c)

    28,100         3,954,794   
Gas Utilities–1.53%   

AGL Resources Inc.

    48,000         2,927,520   

National Fuel Gas Co.

    8,200         442,472   

New Jersey Resources Corp.

    35,300         997,931   
               4,367,923   
General Merchandise Stores–1.68%   

Target Corp.

    61,500         4,779,165   
Gold–1.21%   

Newmont Mining Corp.

    202,300         3,453,261   
Health Care Distributors–2.31%   

AmerisourceBergen Corp.

    42,400         4,241,696   

Cardinal Health, Inc.

    28,300         2,328,241   
               6,569,937   
Health Care REIT’s–3.73%   

Care Capital Properties, Inc.(c)

    2,875         91,396   

HCP, Inc.

    126,900         4,702,914   

Healthcare Trust of America, Inc.–Class A

    34,900         837,949   

Medical Properties Trust Inc.

    130,100         1,518,267   

National Health Investors, Inc.

    14,600         804,460   

Senior Housing Properties Trust

    130,000         2,041,000   

Ventas, Inc.

    11,500         632,730   
               10,628,716   
Health Care Services–0.15%   

Premier Inc.–Class A(c)

    12,100         431,365   
Home Furnishings–0.24%   

Tempur Sealy International, Inc.(c)

    9,400         686,388   
 

 

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

 

9                         Invesco Low Volatility Equity Yield Fund


     Shares      Value  
Hotel and Resort REIT’s–0.82%   

Hospitality Properties Trust

    71,200       $ 1,831,264   

RLJ Lodging Trust

    18,400         506,736   
               2,338,000   
Industrial Conglomerates–1.50%   

General Electric Co.

    172,100         4,271,522   
Integrated Oil & Gas–1.81%   

Cenovus Energy Inc. (Canada)

    142,900         2,067,763   

Suncor Energy, Inc. (Canada)

    108,900         3,075,336   
               5,143,099   
Integrated Telecommunication Services–4.51%   

AT&T Inc.

    22,600         750,320   

BCE Inc. (Canada)

    70,700         2,859,108   

CenturyLink Inc.

    162,400         4,391,296   

Verizon Communications Inc.

    95,700         4,403,157   

Windstream Holdings Inc.(b)

    60,500         434,995   
               12,838,876   
Internet Software & Services–0.29%   

IAC/InterActiveCorp

    11,900         830,620   
IT Consulting & Other Services–0.55%   

Leidos Holdings, Inc.

    37,400         1,573,792   
Leisure Facilities–0.57%   

Six Flags Entertainment Corp.

    35,900         1,614,423   
Leisure Products–0.97%   

Hasbro, Inc.

    37,000         2,759,830   
Life & Health Insurance–0.29%   

Sun Life Financial Inc. (Canada)(b)

    26,000         828,620   
Managed Health Care–1.33%   

Molina Healthcare, Inc.(c)

    50,700         3,781,713   
Mortgage REIT’s–5.37%   

Annaly Capital Management Inc.

    506,700         5,097,402   

Chimera Investment Corp.

    24,000         336,240   

CYS Investments, Inc.

    208,600         1,629,166   

Hatteras Financial Corp.

    69,500         1,127,985   

MFA Financial, Inc.

    364,800         2,593,728   

Starwood Property Trust, Inc.

    104,500         2,223,760   

Two Harbors Investment Corp.

    242,700         2,295,942   
               15,304,223   
Multi-Utilities–5.60%   

Ameren Corp.

    57,700         2,324,733   

Consolidated Edison, Inc.

    21,800         1,371,438   

PG&E Corp.

    110,000         5,453,800   

Public Service Enterprise Group Inc.

    89,200         3,590,300   

TECO Energy, Inc.

    152,300         3,208,961   
               15,949,232   
Office REIT’s–1.21%   

Alexandria Real Estate Equities, Inc.

    20,800         1,788,592   
     Shares      Value  
Office REIT’s–(continued)   

Highwoods Properties, Inc.

    6,000       $ 227,640   

Piedmont Office Realty Trust Inc.–Class A

    84,300         1,429,728   
               3,445,960   
Office Services & Supplies–1.53%   

Pitney Bowes Inc.

    203,400         4,029,354   

West Corp.

    13,000         316,420   
               4,345,774   
Oil & Gas Drilling–1.55%   

Noble Corp. PLC(b)

    337,900         4,399,458   
Oil & Gas Equipment & Services–0.30%   

Superior Energy Services, Inc.

    53,000         843,230   
Oil & Gas Exploration & Production–1.81%   

Baytex Energy Corp. (Canada)

    18,400         106,168   

California Resources Corp.

    77,100         299,148   

Canadian Natural Resources Ltd. (Canada)

    38,100         856,107   

Crescent Point Energy Corp. (Canada)(b)

    43,900         561,042   

Denbury Resources Inc.(b)

    543,800         2,360,092   

Enerplus Corp. (Canada)(b)

    151,900         963,046   
               5,145,603   
Oil & Gas Refining & Marketing–3.84%   

CVR Energy, Inc.(b)

    36,400         1,463,644   

Tesoro Corp.

    30,900         2,843,109   

Valero Energy Corp.

    83,700         4,966,758   

Western Refining, Inc.

    38,800         1,669,176   
               10,942,687   
Packaged Foods & Meats–3.76%   

ConAgra Foods, Inc.

    88,500         3,688,680   

Dean Foods Co.

    128,500         2,115,110   

Pilgrim’s Pride Corp.(b)

    187,500         3,932,813   

Pinnacle Foods Inc.

    11,100         497,724   

Sanderson Farms, Inc.(b)

    6,700         462,568   
               10,696,895   
Paper Packaging–0.22%   

Avery Dennison Corp.

    10,600         615,648   
Pharmaceuticals–1.90%   

Pfizer Inc.

    168,100         5,416,182   
Property & Casualty Insurance–1.48%   

AmTrust Financial Services, Inc.

    19,000         1,104,850   

Assured Guaranty Ltd.

    123,500         3,119,610   
               4,224,460   
Regional Banks–1.20%   

CIT Group, Inc.

    24,100         1,046,904   

Commerce Bancshares, Inc.

    7,500         336,075   

SunTrust Banks, Inc.

    50,400         2,034,648   
               3,417,627   
 

 

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

 

10                         Invesco Low Volatility Equity Yield Fund


     Shares      Value  
Reinsurance–0.88%   

Everest Re Group, Ltd.

    4,250       $ 747,192   

PartnerRe Ltd.

    5,900         816,619   

Validus Holdings, Ltd.

    21,200         938,736   
               2,502,547   
Residential REIT’s–1.94%   

Equity Lifestyle Properties, Inc.

    17,700         986,952   

Equity Residential

    63,800         4,545,750   
               5,532,702   
Restaurants–1.77%   

Darden Restaurants, Inc.

    74,300         5,053,143   
Retail REIT’s–1.76%   

CBL & Associates Properties, Inc.

    99,800         1,485,024   

Kimco Realty Corp.

    46,400         1,069,520   

Regency Centers Corp.

    34,500         2,046,195   

Urban Edge Properties

    20,000         418,200   
               5,018,939   
Semiconductors–1.53%   

Intel Corp.

    152,200         4,343,788   
Soft Drinks–1.95%   

Dr Pepper Snapple Group, Inc.

    72,200         5,539,906   
Specialized REIT’s–4.04%   

Communications Sales & Leasing, Inc.

    117,160         2,354,916   

Corrections Corp. of America

    27,700         813,826   

Digital Realty Trust, Inc.

    88,000         5,572,160   

Geo Group Inc. (The)

    28,000         840,840   

Lamar Advertising Co.–Class A

    36,200         1,930,908   
               11,512,650   
Systems Software–0.39%   

CA, Inc.

    40,300         1,099,787   
Technology Hardware, Storage & Peripherals–4.11%   

Apple Inc.

    39,000         4,397,640   

Lexmark International, Inc.–Class A

    86,500         2,593,270   
     Shares      Value  
Technology Hardware, Storage & Peripherals–(continued)   

NetApp, Inc.

    147,200       $ 4,704,512   
               11,695,422   
Thrifts & Mortgage Finance–1.13%   

New York Community Bancorp, Inc.

    182,700         3,226,482   
Tobacco–1.99%   

Altria Group, Inc.

    105,900         5,674,122   
Wireless Telecommunication Services–0.05%   

Rogers Communications, Inc.–Class B (Canada)

    4,400         150,128   

Total Common Stocks & Other Equity Interests (Cost $292,139,092)

   

     280,785,406   
    Principal
Amount
        

U.S. Treasury Bills–0.24%

  

0.09%, 09/10/15
(Cost $699,984)(d)(e)

  $ 700,000         699,998   
    Shares         

Money Market Funds–1.06%

  

Liquid Assets Portfolio–Institutional Class, 0.12%(f)

    1,508,439         1,508,439   

Premier Portfolio–Institutional Class, 0.09%(f)

    1,508,440         1,508,440   

Total Money Market Funds (Cost $3,016,879)

             3,016,879   

TOTAL INVESTMENTS (excluding investments purchased with cash collateral from securities on loan)–99.91% (Cost $295,855,955)

    

     284,502,283   

Investments Purchased with Cash Collateral from Securities on Loan

   

  

Money Market Funds–3.69%

    

Liquid Assets Portfolio–Institutional Class, 0.12% (Cost $10,500,630)(f)(g)

    10,500,630         10,500,630   

TOTAL INVESTMENTS–103.60%
(Cost $306,356,585)

   

     295,002,913   

OTHER ASSETS LESS LIABILITIES–(3.60)%

  

     (10,261,217

NET ASSETS–100.00%

  

   $ 284,741,696   
 

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)  All or a portion of this security was out on loan at August 31, 2015.
(c)  Non-income producing security.
(d)  Security traded on a discount basis. The interest rate shown represents the discount rate at the time of purchase by the Fund.
(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. The rate shown is the 7-day SEC standardized yield as of August 31, 2015.
(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. The following table presents the Fund’s gross and net amount of assets available for offset by the Fund as of August 31, 2015.

 

Counterparty    Gross Amount
of Securities on
Loan at Value
     Cash Collateral
Received for
Securities
Loaned*
    Net
Amount
 

State Street Bank and Trust Co.

   $ 10,409,335       $ (10,409,335   $   

 

  * Amount does not include excess collateral received.

 

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, 2015

 

Assets:

 

Investments, at value (Cost $292,839,076)*

  $ 281,485,404   

Investments in affiliated money market funds, at value and cost

    13,517,509   

Total investments, at value (Cost $306,356,585)

    295,002,913   

Receivable for:

 

Fund shares sold

    43,568   

Dividends

    750,256   

Investment for trustee deferred compensation and retirement plans

    207,192   

Other assets

    33,412   

Total assets

    296,037,341   

Liabilities:

 

Payable for:

 

Fund shares reacquired

    291,929   

Collateral upon return of securities loaned

    10,500,629   

Variation margin — futures

    35,412   

Accrued fees to affiliates

    201,707   

Accrued trustees’ and officers’ fees and benefits

    3,447   

Accrued other operating expenses

    35,874   

Trustee deferred compensation and retirement plans

    226,647   

Total liabilities

    11,295,645   

Net assets applicable to shares outstanding

  $ 284,741,696   

Net assets consist of:

 

Shares of beneficial interest

  $ 329,356,767   

Undistributed net investment income

    2,738,304   

Undistributed net realized gain (loss)

    (35,811,712

Net unrealized appreciation (depreciation)

    (11,541,663
    $ 284,741,696   

Net Assets:

 

Class A

  $ 177,738,732   

Class B

  $ 5,252,538   

Class C

  $ 29,959,292   

Class R

  $ 170,446   

Class Y

  $ 4,860,603   

Investor Class

  $ 52,879,501   

Class R5

  $ 13,880,584   

Shares outstanding, $0.01 par value per share,
with an unlimited number of shares authorized:

   

Class A

    18,906,149   

Class B

    566,956   

Class C

    3,241,798   

Class R

    18,222   

Class Y

    514,589   

Investor Class

    5,605,555   

Class R5

    1,467,316   

Class A:

 

Net asset value per share

  $ 9.40   

Maximum offering price per share

 

(Net asset value of $9.40 ¸ 94.50%)

  $ 9.95   

Class B:

 

Net asset value and offering price per share

  $ 9.26   

Class C:

 

Net asset value and offering price per share

  $ 9.24   

Class R:

 

Net asset value and offering price per share

  $ 9.35   

Class Y:

 

Net asset value and offering price per share

  $ 9.45   

Investor Class:

 

Net asset value and offering price per share

  $ 9.43   

Class R5:

 

Net asset value and offering price per share

  $ 9.46   

 

* At August 31, 2015, securities with an aggregate value of $10,409,335 were on loan to brokers.
 

 

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, 2015

 

Investment income:

 

Dividends (net of foreign withholding taxes of $75,827)

  $ 12,029,437   

Dividends from affiliated money market funds (includes securities lending income of $143,382)

    147,930   

Total investment income

    12,177,367   

Expenses:

 

Advisory fees

    1,987,944   

Administrative services fees

    107,018   

Custodian fees

    12,648   

Distribution fees:

 

Class A

    520,507   

Class B

    87,523   

Class C

    361,610   

Class R

    985   

Investor Class

    151,603   

Transfer agent fees — A, B, C, R, Y and Investor

    663,052   

Transfer agent fees — R5

    8,097   

Trustees’ and officers’ fees and benefits

    28,183   

Other

    202,360   

Total expenses

    4,131,530   

Less: Fees waived and expense offset arrangement(s)

    (14,722

Net expenses

    4,116,808   

Net investment income

    8,060,559   

Realized and unrealized gain (loss) from:

 

Net realized gain from:

 

Investment securities

    8,003,286   

Futures contracts

    375,542   
      8,378,828   

Change in net unrealized appreciation (depreciation) of:

 

Investment securities

    (52,140,910

Futures contracts

    (479,131
      (52,620,041

Net realized and unrealized gain (loss)

    (44,241,213

Net increase (decrease) in net assets resulting from operations

  $ (36,180,654

 

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, 2015 and 2014

 

     2015      2014  

Operations:

    

Net investment income

  $ 8,060,559       $ 9,377,063   

Net realized gain

    8,378,828         50,484,109   

Change in net unrealized appreciation (depreciation)

    (52,620,041      11,013,580   

Net increase (decrease) in net assets resulting from operations

    (36,180,654      70,874,752   

Distributions to shareholders from net investment income:

    

Class A

    (6,009,779      (5,646,913

Class B

    (192,301      (254,144

Class C

    (766,000      (751,282

Class R

    (5,153      (4,843

Class Y

    (175,638      (131,250

Investor Class

    (1,748,652      (1,690,488

Class R5

    (498,712      (439,228

Total distributions from net investment income

    (9,396,235      (8,918,148

Distributions to shareholders from net realized gains:

    

Class A

    (16,453,349      (3,264,831

Class B

    (783,284      (212,478

Class C

    (2,900,697      (616,876

Class R

    (12,480      (3,433

Class Y

    (428,354      (68,027

Investor Class

    (4,778,723      (956,050

Class R5

    (1,151,603      (215,652

Total distributions from net realized gains

    (26,508,490      (5,337,347

Share transactions–net:

    

Class A

    (2,198,900      (9,469,200

Class B

    (4,876,741      (3,423,364

Class C

    (2,365,103      (3,531,091

Class R

    3,817         (26,497

Class Y

    674,638         444,728   

Investor Class

    500,182         (9,352,837

Class R5

    932,506         877,747   

Net increase (decrease) in net assets resulting from share transactions

    (7,329,601      (24,480,514

Net increase (decrease) in net assets

    (79,414,980      32,138,743   

Net assets:

    

Beginning of year

    364,156,676         332,017,933   

End of year (includes undistributed net investment income of $2,738,304 and $4,079,260, respectively)

  $ 284,741,696       $ 364,156,676   

Notes to Financial Statements

August 31, 2015

NOTE 1—Significant Accounting Policies

Invesco Low Volatility Equity Yield 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 thirteen 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. 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

 

14                         Invesco Low Volatility Equity Yield Fund


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. 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 securities) 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 asked 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 asked prices. For purposes of determining net asset value (“NAV”) 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 securities) 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/asked quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.

The Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain Fund investments.

Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general 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 (net of withholding tax, if any) 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

 

15                         Invesco Low Volatility Equity Yield Fund


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 the Statement of Changes in Net Assets, or the net investment income per share and the 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 net investment 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 recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed the Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

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. 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 failed to return the securities. Upon the failure of the borrower to return the securities, collateral may be liquidated and the securities may be purchased on the open market to replace the loaned securities. The Fund could experience delays and costs in gaining access to the collateral. The Fund bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. Dividends received on cash collateral investments for securities lending transactions, which are net of compensation to counterparties, is included in Dividends from affiliates on the Statement of Operations. The aggregate value of securities out on loan, if any, is shown as a footnote on the Statement of Assets and Liabilities.
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 (“Counterparties”) 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

 

16                         Invesco Low Volatility Equity Yield Fund


  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.

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%     

For the year ended August 31, 2015, the effective advisory fees incurred by the Fund was 0.59%.

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 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 Affiliated Sub-Adviser(s).

Further, the Adviser has contractually agreed, through at least June 30, 2016, 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, 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 Invesco continues the fee waiver agreement, it will terminate on June 30, 2016. The fee waiver agreement cannot be terminated during its term. 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, 2017, 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, 2015, the Adviser waived advisory fees of $12,116.

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, 2015, 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, 2015, 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

 

17                         Invesco Low Volatility Equity Yield Fund


charges, that may be paid by any class of shares of the Fund. For the year ended August 31, 2015, 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, 2015, IDI advised the Fund that IDI retained $15,338 in front-end sales commissions from the sale of Class A shares and $206, $1,079 and $1,089 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, 2015. 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

  $ 294,302,915         $         $         $ 294,302,915   

U.S. Treasury Securities

              699,998                     699,998   
      294,302,915           699,998                     295,002,913   

Futures Contracts*

    (187,991                            (187,991

Total Investments

  $ 294,114,924         $ 699,998         $         $ 294,814,922   

 

* 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, 2015:

 

    Value  
Risk Exposure/Derivative Type   Assets        Liabilities  

Market risk:

      

Futures contracts(a)

  $         $ (187,991

Total

  $         $ (187,991

 

(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, 2015

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 Contracts  

Realized Gain:

 

Market Risk

  $ 375,542   

Change in Net Unrealized Appreciation (Depreciation):

 

Market Risk

    (479,131

Total

  $ (103,589

 

18                         Invesco Low Volatility Equity Yield Fund


The table below summarizes the average notional value of futures contracts outstanding during the period.

 

     Futures Contracts  

Average notional value

  $ 7,693,778   

 

Open Futures Contracts  
Futures Contracts — Market Risk   Type of
Contract
       Number of
Contracts
       Expiration
Month
       Notional
Value
       Unrealized
Appreciation
(Depreciation)
 

E- Mini S&P 500 Index

    Long           34           September-2015         $ 3,347,640         $ (187,991

NOTE 5—Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in demand deposit accounts used by the transfer agent for clearing shareholder transactions. For the year ended August 31, 2015, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $2,606.

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 were eligible to participate in a retirement plan that provided 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 Fiscal Years Ended August 31, 2015 and 2014:

 

     2015        2014  

Ordinary income

  $ 9,404,453         $ 8,860,538   

Long-term capital gain

    26,500,272           5,394,957   

Total distributions

  $ 35,904,725         $ 14,255,495   

Tax Components of Net Assets at Period-End:

 

     2015  

Undistributed ordinary income

  $ 2,965,647   

Net unrealized appreciation (depreciation) — investments

    (11,556,057

Temporary book/tax differences

    (227,343

Post-October deferrals

    (4,703,762

Capital loss carryforward

    (31,093,556

Shares of beneficial interest

    329,356,767   

Total net assets

  $ 284,741,696   

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.

The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.

Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. Capital losses generated in years beginning after December 22, 2010 can be carried forward for an unlimited period, whereas previous losses expire in eight tax years. 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. Capital loss carryforwards with no expiration date

 

19                         Invesco Low Volatility Equity Yield Fund


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 carryforwards in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

The Fund has a capital loss carryforward as of August 31, 2015, which expires as follows:

 

Capital Loss Carryforward*  
Expiration   Short-Term        Long-Term        Total  

August 31, 2016

  $ 9,977,947         $         $ 9,977,947   

August 31, 2018

    21,115,609                     21,115,609   
    $ 31,093,556         $         $ 31,093,556   

 

* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code and may be further limited depending upon a variety of factors, including the realization of net unrealized gains or losses as of the date of any 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, 2015 was $327,153,253 and $353,542,400, 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

  $ 15,765,285   

Aggregate unrealized (depreciation) of investment securities

    (27,321,342

Net unrealized appreciation (depreciation) of investment securities

  $ (11,556,057

Cost of investments for tax purposes is $306,558,970.

NOTE 10—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of expired capital loss carryforward, on August 31, 2015, undistributed net investment income was decreased by $5,280, undistributed net realized gain (loss) was increased by $61,347 and shares of beneficial interest was decreased by $56,067. This reclassification had no effect on the net assets of the Fund.

 

20                         Invesco Low Volatility Equity Yield Fund


NOTE 11—Share Information

 

     Summary of Share Activity  
    Years ended August 31,  
    2015(a)      2014  
     Shares      Amount      Shares      Amount  

Sold:

          

Class A

    678,854       $ 7,278,910         942,877       $ 10,325,144   

Class B

    7,577         80,772         19,559         214,463   

Class C

    190,688         2,019,877         248,245         2,662,846   

Class R

    7,169         74,689         6,518         69,319   

Class Y

    178,350         1,934,247         162,907         1,791,033   

Investor Class

    266,183         2,858,315         486,151         5,236,634   

Class R5

    218,919         2,360,543         135,907         1,500,816   

Issued as reinvestment of dividends:

          

Class A

    1,971,458         20,490,517         764,241         8,048,990   

Class B

    82,277         842,760         38,089         394,085   

Class C

    301,117         3,076,130         108,516         1,121,474   

Class R

    1,537         15,910         731         7,634   

Class Y

    46,413         484,365         14,543         154,082   

Investor Class

    605,330         6,310,713         243,096         2,566,955   

Class R5

    157,715         1,648,232         61,598         654,033   

Automatic conversion of Class B shares to Class A shares:

          

Class A

    377,824         3,982,977         158,984         1,737,656   

Class B

    (383,127      (3,982,977      (161,092      (1,737,656

Reacquired:

          

Class A

    (3,254,893      (33,951,304      (2,738,197      (29,580,990

Class B

    (172,118      (1,817,296      (214,003      (2,294,256

Class C

    (719,971      (7,461,110      (687,387      (7,315,411

Class R

    (8,142      (86,782      (9,723      (103,450

Class Y

    (166,333      (1,743,974      (139,361      (1,500,387

Investor Class

    (817,875      (8,668,846      (1,608,307      (17,156,426

Class R5

    (286,382      (3,076,269      (116,076      (1,277,102

Net increase (decrease) in share activity

    (717,430    $ (7,329,601      (2,282,184    $ (24,480,514

 

(a)  There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 17% 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 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 08/31/15

  $ 11.75      $ 0.26      $ (1.43   $ (1.17   $ (0.31   $ (0.87   $ (1.18   $ 9.40        (10.72 )%    $ 177,739        1.15 %(d)      1.15 %(d)      2.49 %(d)      101

Year ended 08/31/14

    9.98        0.31        1.92        2.23        (0.29     (0.17     (0.46     11.75        22.91        224,786        1.14        1.14        2.80        109   

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        1.18        1.31        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   

Class B

                           

Year ended 08/31/15

    11.59        0.18        (1.42     (1.24     (0.22     (0.87     (1.09     9.26        (11.42     5,253        1.90 (d)      1.90 (d)      1.74 (d)      101   

Year ended 08/31/14

    9.84        0.22        1.90        2.12        (0.20     (0.17     (0.37     11.59        22.08        11,962        1.89        1.89        2.05        109   

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        1.93        0.56        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   

Class C

                           

Year ended 08/31/15

    11.56        0.18        (1.41     (1.23     (0.22     (0.87     (1.09     9.24        (11.37     29,959        1.90 (d)      1.90 (d)      1.74 (d)      101   

Year ended 08/31/14

    9.82        0.22        1.89        2.11        (0.20     (0.17     (0.37     11.56        22.01        40,119        1.89        1.89        2.05        109   

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        1.93        0.56        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   

Class R

                           

Year ended 08/31/15

    11.69        0.24        (1.43     (1.19     (0.28     (0.87     (1.15     9.35        (10.93     170        1.40 (d)      1.40 (d)      2.24 (d)      101   

Year ended 08/31/14

    9.93        0.28        1.91        2.19        (0.26     (0.17     (0.43     11.69        22.60        206        1.39        1.39        2.55        109   

Year ended 08/31/13

    8.61        0.10        1.30        1.40        (0.08            (0.08     9.93        16.37        200        1.43        1.43        1.06        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   

Class Y

                           

Year ended 08/31/15

    11.80        0.29        (1.43     (1.14     (0.34     (0.87     (1.21     9.45        (10.43     4,861        0.90 (d)      0.90 (d)      2.74 (d)      101   

Year ended 08/31/14

    10.02        0.33        1.94        2.27        (0.32     (0.17     (0.49     11.80        23.24        5,383        0.89        0.89        3.05        109   

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        0.93        1.56        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   

Investor Class

                           

Year ended 08/31/15

    11.78        0.27        (1.44     (1.17     (0.31     (0.87     (1.18     9.43        (10.68     52,880        1.15 (d)      1.15 (d)      2.49 (d)      101   

Year ended 08/31/14

    10.01        0.31        1.92        2.23        (0.29     (0.17     (0.46     11.78        22.85        65,428        1.14        1.14        2.80        109   

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        1.18        1.31        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   

Class R5

                           

Year ended 08/31/15

    11.82        0.31        (1.44     (1.13     (0.36     (0.87     (1.23     9.46        (10.35     13,881        0.75 (d)      0.75 (d)      2.89 (d)      101   

Year ended 08/31/14

    10.03        0.35        1.94        2.29        (0.33     (0.17     (0.50     11.82        23.48        16,272        0.75        0.75        3.19        109   

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        0.76        1.73        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   

 

(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 $208,203, $8,752, $36,161, $197, $5,651, $60,641 and $15,255 for Class A, Class B, Class C, Class R, Class Y, Investor Class and Class R5 shares, respectively.

 

22                         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 (one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2015, 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, 2015 by correspondence with the custodian and brokers, and the application of alternative auditing procedures where confirmations of security purchases have not been received, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

October 27, 2015

Houston, Texas

 

23                         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, 2015 through August 31, 2015.

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
(03/01/15)
    ACTUAL    

HYPOTHETICAL

(5% annual return before

expenses)

    Annualized
Expense
Ratio
 
    Ending
Account Value
(08/31/15)1
    Expenses
Paid During
Period2
    Ending
Account Value
(08/31/15)
    Expenses
Paid During
Period2
   
A   $ 1,000.00      $ 899.50      $ 5.51      $ 1,019.41      $ 5.85        1.15
B     1,000.00        896.30        9.08        1,015.63        9.65        1.90   
C     1,000.00        896.10        9.08        1,015.63        9.65        1.90   
R     1,000.00        897.90        6.70        1,018.15        7.12        1.40   
Y     1,000.00        901.20        4.31        1,020.67        4.58        0.90   
Investor     1,000.00        899.00        5.50        1,019.41        5.85        1.15   
R5     1,000.00        902.00        3.60        1,021.42        3.82        0.75   

 

1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2015 through August 31, 2015, 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 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 agreements. During contract renewal meetings held on June 9-10, 2015, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% of the Board, voting separately, approved the continuance for the Fund of the Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) and the Master Intergroup Sub-Advisory Contract for Mutual Funds with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts) for another year, effective July 1, 2015.

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 Board determined that continuation of the Fund’s investment advisory agreement and the sub-advisory contracts is in the best interest of the Fund and its shareholders and that 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 performance and investment management services provided by Invesco Advisers and the Affiliated Sub-Advisers to 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 Board had the benefit of reports from the Sub-Committees and Investments Committee throughout the year in considering approval of the continuance of each Invesco Fund’s investment advisory agreement and sub-advisory contracts for another year.

During the contract renewal process, the Board receives 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 Board also receives a report and this 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. 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.

The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation. The Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these 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 is a summary of 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 10, 2015, and does not reflect consideration of factors that became known to the Board after that date.

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. 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. 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, valuation and legal and compliance.

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 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 Equity Income 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 year period, the second 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).

 

 

25                         Invesco Low Volatility Equity Yield Fund


The Board noted that performance of Class A shares of the Fund was below the performance of the Index for the one and five year periods and above the performance of 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, but that Lipper does not provide information on a fund by fund basis as to what is included. The Board noted 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 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.

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. 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 Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board

noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its affiliates 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. 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 providing 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; and that the services are required for the operation of the Fund.

The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research 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 that it receives 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 with respect to investments in the affiliated money market 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 amount of advisory fees received by Invesco Advisors from the Fund’s investment of cash collateral from any securities lending arrangements in the affiliated money market funds is fair and reasonable.

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

 

 

26                         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, 2015:

 

Federal and State Income Tax

 

Long-Term Capital Gain Distributions

   $ 26,500,272   

Qualified Dividend Income*

     82.14

Corporate Dividends Received Deduction*

     71.89

U.S. Treasury Obligations*

     0

 

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

 

27                         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).

  144   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), Invesco Canada Holdings Inc. (holding company), Trimark Investments Ltd./Placements Trimark Ltèe and Invesco Financial Services Ltd/Services Financiers Invesco Ltèe; Chief Executive Officer, Invesco Corporate Class 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), Short-Term Investments Trust and Invesco Management Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management 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: Chief Executive Officer, Invesco Canada Fund Inc (corporate mutual fund company); 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; 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), and Short-Term Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc..

  144   None

 

1  Mr. Flanagan is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) 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.

 

2  Mr. Taylor is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer and a director of the Adviser.

 

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; Chairman, Board of Governors of INTELSAT (international communications company); ACE Limited (insurance company); Independent Directors Council and Investment Company Institute

  144   ALPS (Attorneys Liability Protection Society) (insurance company) and Globe Specialty Metals, Inc. (metallurgical company)

David C. Arch — 1945

Trustee

  2010   Chairman of Blistex Inc., a consumer health care products manufacturer   144   Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan; Member of the Audit Committee of the Edward-Elmhurst Hospital

James T. Bunch — 1942

Trustee

  2000  

Managing Member, Grumman Hill Group LLC (family office/private equity investments)

 

Formerly: Founder, Green Manning & Bunch Ltd. (investment banking firm) (1988-2010); Executive Committee, United States Golf Association; and Chairman, Board of Governors, Western Golf Association

  144   Chairman of the Board of Trustees, Evans Scholars Foundation; and Chairman of the Board, 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

  144   Director of Quidel Corporation and Stericycle, 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); Nature’s Sunshine Products, Inc. and Reich & Tang Funds (5 portfolios) (registered investment company)

 

Formerly: Director, Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company); 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)

  144   Director of: Nature’s Sunshine Products, Inc., Reich & Tang Funds, Homeowners of America Holding Corporation/ Homeowners of America Insurance Company, the Boss Group

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

  144   Insperity, Inc. (formerly known as Administaff)

Prema Mathai-Davis — 1950

Trustee

  2003   Retired. Formerly: Chief Executive Officer, YWCA of the U.S.A.   144   None

Larry Soll — 1942

Trustee

  1997   Retired. Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)   144   None

Hugo F. Sonnenschein — 1940

Trustee

  2010   President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to 2000, President of the University of Chicago   144   Trustee of the University of Rochester and a member of its investment committee; Member of the National Academy of Sciences and the American Philosophical Society; Fellow of the American Academy of Arts and Sciences
Raymond Stickel, Jr. — 1944 Trustee   2005   Retired. Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche   144   None

 

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)

Suzanne H. Woolsey — 1941

Trustee

  2014   Chief Executive Officer of Woolsey Partners LLC   144   Emeritus Chair of the Board of Trustees of the Institute for Defense Analyses; Trustee of Colorado College; Trustee of California Institute of Technology; Prior to 2014, Director of Fluor Corp.; Prior to 2010, Trustee of the German Marshall Fund of the United States; Prior to 2010 Trustee of the Rocky Mountain Institute
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; Managing Director, 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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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
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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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

 

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)                
Karen Dunn Kelley — 1960
Vice President
  2003  

Senior Managing Director, Investments, Invesco Ltd.; 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; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust); and President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust only)

 

Formerly: Director and President, INVESCO Asset Management (Bermuda) Ltd., 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.; 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), and Short-Term Investments Trust only)

  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, and PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Commodity Fund Trust; Anti-Money Laundering Compliance Officer and Bank Secrecy Act Officer, INVESCO National Trust Company and Invesco Trust Company; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, Inc..   N/A   N/A

Lisa O. Brinkley — 1959

Chief Compliance Officer

  2004  

Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A., Inc.); and Chief Compliance Officer, The Invesco Funds

 

Formerly: Global Assurance Officer, Invesco Ltd. and Vice President, The Invesco Funds; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company.

  N/A   N/A

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

1000 Louisiana Street, Suite 5800

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


 

 

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Invesco mailing information

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

 

 

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.

  

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


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Letters to Shareholders

 

 

LOGO

Philip Taylor

    

Dear Shareholders:

This annual report includes information about your Fund, including performance data and a complete list of its investments as of the close of the reporting period. Inside is a discussion of how your Fund was managed and the factors that affected its performance during the reporting period. I hope you find this report of interest.

    The US economy expanded and unemployment declined throughout the reporting period. The sharp drop in oil prices that began in mid-2014 continued to benefit consumers, but a strong US dollar crimped corporate profits. The US Federal Reserve signaled that it was increasingly likely to raise interest rates, based on generally positive economic data, but uncertainty remained about when it would act. Overseas, the story was much different. Low energy prices hurt the economies of some oil-producing nations, such as Brazil and Russia. During the reporting period, the European Central Bank as well as central banks in China and Japan – among other countries – either instituted or

maintained extraordinarily accommodative monetary policies in response to economic weakness.

Investor uncertainty, such as we saw for much of the reporting period – and market volatility, such as we saw at the end of the reporting period – are unfortunate facts of life when it comes to investing. Some investors use these things as excuses to delay saving and investing for their long-term financial goals. That’s why Invesco encourages investors to work with a professional financial adviser who can stress the importance of starting to save and invest early and the importance of adhering to a disciplined investment plan – when times are good and when they’re uncertain. A financial adviser who knows your unique financial situation, investment goals and risk tolerance can be an invaluable partner as you seek to achieve your financial goals. He or she can offer a long-term perspective when markets are volatile and time-tested advice and guidance when your financial situation or investment goals change.

Timely information when and where you want it

Invesco’s efforts to help investors achieve their financial objectives include providing individual investors and financial professionals with timely information about the markets, the economy and investing – whenever and wherever they want it.

Our website, invesco.com/us, offers a wide range of market insights and investment perspectives. On the website, you’ll find detailed information about our funds, including prices, performance, holdings and portfolio manager commentaries. You can access information about your account by completing a simple, secure online registration. Click on the “Need to register” link in the “Account Access” box on our homepage to get started.

Invesco’s mobile apps for iPhone® and iPad® (both available free from the App StoreSM) allow you to obtain the same detailed information, monitor your account and create customizable watch lists. Also, they allow you to access investment insights from our investment leaders, market strategists, economists and retirement experts. You can sign up to be alerted when new commentary is added, and you can watch portfolio manager videos and have instant access to Invesco news and updates wherever you may be.

In addition to the resources accessible on our website and through our mobile app, you can obtain timely updates to help you stay informed about the markets, the economy and investing by connecting with Invesco on Twitter, LinkedIn or Facebook. You can access our blog at blog.invesco.us.com. Our goal is to provide you the information you want, when and where you want it.

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,

 

 

   LOGO

Philip Taylor

Senior Managing Director, Invesco Ltd.

 

 

iPhone and iPad are trademarks of Apple Inc., registered in the US and other countries. App Store is a service mark of Apple Inc. Invesco Distributors, Inc. is not affiliated with Apple Inc.

 

2                         Invesco Pennsylvania Tax-Free Income Fund


LOGO

Bruce Crockett

    

Dear Fellow Shareholders:

Among the many important lessons I’ve learned in more than 40 years in a variety of business endeavors is the value of a trusted advocate.

As independent chair of the Invesco Funds Board, I can assure you that the members of the Board are strong advocates for the interests of investors in Invesco’s mutual funds. We work hard to represent your interests through oversight of the quality of the investment management services your funds receive and other matters important to your investment, including but not limited to:

n Ensuring that Invesco offers a diverse lineup of mutual funds that your financial adviser can use to strive to meet your financial needs as your investment goals change over time.

n Monitoring how the portfolio management teams of the Invesco funds are performing in light of changing economic and market conditions.

    
n   Assessing each portfolio management team’s investment performance within the context of the investment strategy described in the fund’s prospectus.
n   Monitoring for potential conflicts of interests that may impact the nature of the services that your funds receive.

We believe one of the most important services we provide our fund shareholders is the annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This review is required by the Investment Company Act of 1940 and focuses on the nature and quality of the services Invesco provides as the adviser to the Invesco funds and the reasonableness of the fees that it charges for those services. Each year, we spend months carefully reviewing information received from Invesco and a variety of independent sources, such as performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field. We also meet with our independent legal counsel and other independent advisers to review and help us assess the information that we have received. Our goal is to assure that you receive quality investment management services for a reasonable fee.

I trust the measures outlined above provide assurance that you have a worthy advocate when it comes to choosing the Invesco Funds.

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,

 

 

LOGO

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

For the fiscal year ended August 31, 2015, Class A shares of Invesco Pennsylvania Tax-Free Income Fund (the Fund), at net asset value (NAV), posted a positive return. At NAV, the Fund outperformed the S&P Municipal Bond Index, its broad market benchmark, but underperformed the S&P Municipal Bond Pennsylvania 5+ Year Investment Grade Index, its style-specific benchmark.

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

 

 

Fund vs. Indexes

Total returns, 8/31/14 to 8/31/15, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

 

Class A Shares

    3.09

Class B Shares

    3.15   

Class C Shares

    2.33   

Class Y Shares

    3.41   

S&P Municipal Bond Indexq (Broad Market Index)

    2.38   

S&P Municipal Bond Pennsylvania 5+ Year Investment Grade Indexq

(Style-Specific Index)*

    3.54   

Barclays Pennsylvania Municipal Indexq (Former Style-Specific Index)*

    2.76   

Lipper Pennsylvania Municipal Debt Funds Indexn (Peer Group Index)

    3.24   

Source(s): qFactSet Research Systems Inc.; nLipper Inc.

 

* The Fund has elected to use the S&P Municipal Bond Pennsylvania 5+ Year Investment Grade Index rather than the Barclays Pennsylvania Municipal Index as its style-specific index because the S&P Municipal Bond Pennsylvania 5+ Year Investment Grade Index more closely represents the performance of the types of securities in which the Fund invests.

 

 

Market conditions and your Fund

Pennsylvania benefits from a highly diversified economy in terms of industries and different employment sectors. Its economy tends to track the national economy but with less volatility. It has outperformed, relative to the US economy, in areas such as real estate, personal income and employment during periods of national economic contraction. Pennsylvania’s economic performance is largely dependent on job growth.

Pennsylvania’s population grew an estimated 0.7% between 2010 and 2014 to 12.8 million, lagging the US, which grew by 3.3% during the same period.1 The state’s population ranks sixth in the nation, just behind Illinois.1 The state’s real

gross domestic product (the broadest measure of economic activity) grew 1.8% in 20142 and Pennsylvania’s unemployment rate has steadily declined over the past five years. As of the close of the reporting period, the state’s general obligation bonds were rated AA- by Standard & Poor’s and Fitch Ratings – and Aa3 by Moody’s.3 All three credit-rating agencies applied a “stable” outlook as of May 2015.

Throughout the reporting period, fundamentals for municipal debt issuers improved modestly. Overall, state finances continued to improve, albeit at a modest pace, and spending proposals for fiscal 2016 remained cautious. While new spending is expected to be limited, state budgets in 42 states call for higher

 

 

general fund levels in fiscal 2016 than fiscal 2015. Mid-year fiscal 2015 budget cuts were minimal, although higher than the previous year’s level. Mid-year budget cuts typically address state budget gaps that occur during the fiscal year, as previously appropriated spending must be reduced. These mid-year budget cuts have subsided compared to the post-recession years when states were forced to make substantial spending cuts and take other actions to balance their budgets.

    For the reporting period, investment grade municipal bonds, as measured by the S&P Municipal Bond Index, returned 2.38%. Pennsylvania municipal bonds, as measured by the S&P Municipal Bond Pennsylvania Index, returned 3.00% over the reporting period.4 These modest gains occurred despite investor anxiety over the potential for rising interest rates, uncertainty related to the Greek debt crisis and heightened concern about potential defaults by Chicago and Puerto Rico. Expectations that the US Federal Reserve (the Fed) would raise interest rates drove volatility in the US Treasury market, with the municipal market following suit. A spike in refundings seen in the municipal market in 2015 also contributed to volatility as it boosted issuance, leading to an imbalance between supply and demand.

    The Greek debt crisis and expectations that the Fed was close to raising interest rates resulted in large upward moves in US Treasury rates during the reporting period. In June, Fed Chair Janet Yellen indicated that while the short-term federal funds target rate is still on track to rise by year-end, rates will remain low for the long term, and increases will be made at a measured pace. If the Fed raises interest rates before the end of calendar year 2015, it will be the first increase in the federal funds target rate since the

 

 

 

Portfolio Composition

By credit sector, based on total investments

 

Revenue Bonds

    86.3

General Obligation Bonds

    7.4   

Pre-Refunded Bonds

    5.2   

Other

    1.1   

 

Top Five Debt Holdings

 

 

 1.   Southcentral (Region of) General Authority (Wellspan Health Obligated Group); Series 2014   3.3%
 2.   Westmoreland (County of) Industrial Development Authority (Redstone Presbyterian Senior Care Obligated Group); Series 2005 A   2.7
 3.   Pennsylvania (Commonwealth of); First Series 2014   2.7
 4.   Dauphin (County of) General Authority (Pinnacle Health System); Series 2009 A   2.0
 5.   Pennsylvania (State of) Turnpike Commission; Series 2009 C   1.9

 

Total Net Assets     $126.5 million   
Total Number of Holdings     133   

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

 

 
 

 

4                         Invesco Pennsylvania Tax-Free Income Fund


2004-2006 cycle, when the target rate was raised by 0.25% 17 times over 24 months, from 1.00% to 5.25%.5

Fundamentally, the municipal bond market continued to see credit appreciation as tax collections continued to be strong and the housing market remained firm through the end of the reporting period. Revenue bonds continued to improve as the economy grew only modestly.

During the reporting period, the municipal market was characterized by low supply and strong demand. Historically low interest rates continued to make refundings attractive to issuers, while new bond issuance remained low as of the end of the reporting period. Municipal bond mutual fund flows turned negative in May, primarily due to investor reaction to the increase in interest rates and negative returns in April.

Over the reporting period, security selection among intermediate-to-longer maturity bonds benefited the Fund’s performance versus its style-specific benchmark. Allocations to short-maturity bonds slightly offset these gains. Security selection in bonds with coupons of 5.0% to 5.5% aided relative Fund performance. Overweight exposure to higher education bonds, the Fund’s largest allocation, along with overweight exposure to life care bonds, further added to relative performance. Security selection among industrial development/pollution control revenue bonds, and overweight exposure to the prerefunded/escrowed to maturity sector, detracted from relative Fund performance.

During the reporting period, leverage contributed to Fund performance. 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, the 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.

We wish to remind you that the Fund is subject to interest rate risk, meaning when interest rates rise, the value of fixed income securities tends to fall. This risk may be greater in the current market environment because interest rates are at or near historic lows. The degree to which the value of fixed income securities may decline due to rising interest rates may vary depending on the speed and magnitude of the increase in interest

rates, as well as individual security characteristics such as price, maturity, duration and coupon and market forces such as supply and demand for similar securities. We are monitoring interest rates, and the market, economic and geopolitical factors that may impact the direction, speed and magnitude of changes to interest rates across the maturity spectrum, including the potential impact of monetary policy changes by the Fed and certain foreign central banks. If interest rates rise, markets may experience increased volatility, which may affect the value and/ or liquidity of certain of the Fund’s investments.

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

 

1 Source: US Census Bureau
2 Source: Bureau of Economic Analysis
3 Sources: Standard & Poor’s, Fitch Ratings, Moody’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. If securities are rated differently by the rating agencies, the higher rating is applied. For more information on the rating methodology, please visit www.standardandpoors.com and select “Understanding Ratings” under Rating Resources on the homepage; www.fitchratings. com and select “Ratings Definitions” on the homepage; and www.moodys.com and select “Rating Methodologies” under Research and Ratings on the homepage.
4 Source: Standard & Poor’s
5 Source: Federal Reserve Bank of New York

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.

LOGO  

William Black

Chartered Financial Analyst, Portfolio Manager, is manager of Invesco Pennsylvania Tax-Free Income Fund. He

joined Invesco in 2010. Mr. Black earned a BS in engineering and public policy from Washington University in St. Louis and an MBA from Kellogg School of Management, Northwestern University.

 

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Mark Paris

Portfolio Manager, is manager of Invesco Pennsylvania Tax-Free Income Fund. He joined Invesco in 2010. Mr. Paris earned

a BBA in finance from Baruch College, The City University of New York.
LOGO  

James Phillips

Portfolio Manager, is manager of Invesco Pennsylvania Tax-Free Income Fund. He joined Invesco in 2010. Mr. Phillips

earned a BA in American literature from Empire State College and an MBA in finance from University at Albany, The State University of New York.
LOGO  

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.
LOGO  

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.
 

 

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 8/31/05

 

 

LOGO

 

1   Source: FactSet Research Systems Inc.
2   Source: Lipper Inc.

 

Past performance cannot guarantee comparable future results.

During the reporting period, the Fund elected to use the S&P Municipal Bond Pennsylvania 5+ Year Investment Grade Index rather than the Barclays Pennsylvania Municipal Index as its style-specific index because the S&P Municipal Bond Pennsylvania 5+ Year Investment Grade Index more closely represents the

performance of the types of securities in which the Fund invests. Because this is the first reporting period since we 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.

 

 

 

continued from page 9

 

 

Other information

n   The returns shown in management’s discussion of Fund performance are based on net asset values (NAVs) 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 NAVs for shareholder transactions and the returns based on those NAVs may differ from the NAVs and returns reported in the Financial Highlights.

    

    

 

 

6                         Invesco Pennsylvania Tax-Free Income Fund


   

 

Average Annual Total Returns

  

 

As of 8/31/15, including maximum applicable sales charges

 

   

   

Class A Shares

        
   

Inception (5/1/87)

     5.65
   

10 Years

     3.20   
   

  5 Years

     3.24   
   

  1 Year

     -1.27   
   

 

Class B Shares

        
   

Inception (5/3/93)

     4.20
   

10 Years

     3.37   
   

  5 Years

     3.85   
   

  1 Year

     -1.83   
   

 

Class C Shares

        
   

Inception (8/13/93)

     3.60
   

10 Years

     2.88   
   

  5 Years

     3.38   
   

  1 Year

     1.34   
   

 

Class Y Shares

        
   

10 Years

     3.79
   

  5 Years

     4.41   
 

  1 Year

     3.41   

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.

The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.

    Average Annual Total Returns   
 

As of 6/30/15, the most recent calendar quarter end, including maximum applicable sales charges

 

    

   

Class A Shares

        
   

Inception (5/1/87)

     5.65
   

10 Years

     3.15   
   

  5 Years

     3.71   
   

  1 Year

     -0.68   
   

 

Class B Shares

        
   

Inception (5/3/93)

     4.19
   

10 Years

     3.31   
   

  5 Years

     4.31   
   

  1 Year

     -1.24   
   

 

Class C Shares

        
   

Inception (8/13/93)

     3.59
   

10 Years

     2.83   
   

  5 Years

     3.85   
   

  1 Year

     2.05   
   

 

Class Y Shares

        
   

10 Years

     3.74
   

  5 Years

     4.89   
 

  1 Year

     4.02   

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 0.99%, 0.99%, 1.71% and 0.74%, 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.

Fund performance reflects any applicable fee waivers and/or expense reimbursements. Had the adviser not waived fees and/or reimbursed expenses currently or in the past, returns would have been lower. See current prospectus for more information.

 

 

 

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, 2015, 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   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   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   Changing fixed income market conditions risk. The current low interest rate environment was created in part by the Federal Reserve Board (FRB) and certain foreign central banks keeping the federal funds and equivalent foreign rates at or near zero. There is a risk that interest rates will rise when the FRB and central banks raise these rates. This risk is heightened due to the completion of the FRB’s quantitative easing program and the “tapering” of other similar foreign central bank actions. This eventual increase in the federal funds and equivalent foreign rates may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. In addition, decreases in fixed income dealer market-making capacity may also potentially lead to heightened volatility and
   

reduced liquidity in the fixed income markets. As a result, the value of the Fund’s investments and share price may decline. Changes in central bank policies could also result in higher than normal shareholder redemptions, which could potentially increase portfolio turnover and the Fund’s transaction costs.

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   Derivatives risk. The value of a derivative instrument depends largely on (and is derived from) the value of an underlying security, currency, commodity, interest rate, index or other asset (each referred to as an underlying asset). In addition to risks relating to the underlying assets, the use of derivatives may include other, possibly greater, risks, including counterparty, leverage and liquidity risks.

Counterparty risk is the risk that the counterparty to the derivative contract will default on its obligation to pay the Fund the amount owed or otherwise perform under the derivative contract. Derivatives create leverage risk because they do not require payment up front equal to the economic exposure created by owning the derivative. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative, which may make the Fund’s returns more volatile and increase the risk of loss. Derivative instruments may also be less liquid than more traditional investments and the Fund may be unable to sell or close out its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. Derivatives may also be

 

 

  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

 

harder to value, less tax efficient and subject to changing government regulation that could impact the Fund’s ability to use certain derivatives or their cost. Also, derivatives used for hedging or to gain or limit exposure to a particular market segment may not provide the expected benefits, particularly during adverse market conditions.

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   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.
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   Inverse floating rate obligations risk. Inverse floating rate obligations, including tender option bonds, may be subject to greater price volatility than a fixed income security with similar qualities. When short-term interest rates rise, they may decrease in value and produce less or no income. Additionally, these securities may lose principal. Similar to derivatives, inverse floating rate obligations have the following risks: counterparty, leverage, correlation, liquidity, market, interest rate, and management risks.
n   Liquidity risk. The Fund may hold illiquid securities that it may be 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.
 

 

8                          Invesco Pennsylvania Tax-Free Income 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   Medium- and lower-grade municipal securities risk. Securities which are in the medium- and lower-grade categories generally offer higher yields than are offered by higher-grade securities of similar maturity, but they also generally involve more volatility and greater risks, such as greater credit risk, market risk, liquidity risk, management risk, and regulatory risk. Furthermore, many medium- and lower-grade securities are not listed for trading on any national securities exchange and many issuers of medium- and lower-grade securities choose not to have a rating assigned to their obligations by any nationally recognized statistical rating organization. As a result, the Fund’s portfolio may consist of a higher portion of unlisted or unrated securities as compared with an investment company that invests solely in higher-grade securities. Unrated securities are usually not as attractive to as many buyers as are rated securities, a factor which may make unrated securities less marketable. These factors may have the effect of limiting the availability of the securities for purchase by the Fund and may also limit the ability of the Fund to sell such securities at their fair value either to meet redemption requests or in response to changes in the economy or the financial markets. Investors should carefully consider the risks of owning shares of a Fund which invests in medium- and lower-grade municipal securities before investing in the Fund.
n   Municipal issuer focus risk. The Fund generally considers investments in municipal securities not to be subject to industry concentration policies (issuers of municipal securities as a group is not an industry) and the Fund may invest in municipal securities issued by entities having similar characteristics. The issuers may be located in the same geographic area or may pay their interest obligations from revenue of similar projects, such as hospitals, airports, utility systems and housing finance agencies. This may make the Fund’s investments more susceptible to similar social, economic, political or regulatory occurrences. As the similarity in issuers increases, the potential for fluctuation in the Fund’s net asset value also increases.
n   Municipal securities risk. The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
n   Pennsylvania and US territories municipal securities 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. As with Pennsylvania municipal securities, events in any of the territories where the Fund is invested may affect the Fund’s investments and its performance.
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   Variable-rate demand notes risk. The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and the Fund could suffer a loss if the issuer defaults during periods in which the Fund is not entitled to exercise its demand rights.
n   When-issued and delayed delivery risks. When-issued and delayed delivery transactions are subject to market risk as the value or yield of a security at delivery may be more or less than the purchase price or the yield generally available on securities when delivery occurs. In addition, the Fund is subject to counterparty risk because it relies on the buyer or seller, as the case may be, to consummate the transaction, and failure by the other party to complete the transaction may result in the Fund missing the opportunity of obtaining a price or yield considered to be advantageous.
n   Zero coupon or pay-in-kind securities risk. The value, interest rates, and liquidity of non-cash paying instruments,
  such as zero coupon and pay-in-kind securities, are subject to greater fluctuation than other types of securities. The higher yields and interest rates on pay-in-kind securities reflect the payment deferral and increased credit risk associated with such instruments and that such investments may represent a higher credit risk than coupon loans. Pay-in-kind securities may have a potential variability in valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral.

 

 

About indexes used in this report

n   The S&P Municipal Bond Index is a broad, market value-weighted index that seeks to measure the performance of the US municipal bond market.
n   The S&P Municipal Bond Pennsylvania 5+ Year Investment Grade Index is a subset of the broad S&P Municipal Bond Index. This index of market value-weighted investment grade US municipal bonds seeks to measure the performance of Pennsylvania-issued US municipals whose maturities are equal to or greater than five years.
n   The Barclays Pennsylvania Municipal Index is an unmanaged index considered representative of Pennsylvania investment-grade municipal bonds.
n   The Lipper Pennsylvania Municipal Debt Funds Index is an unmanaged index considered representative of funds that limit assets to those securities that are exempt from taxation in Pennsylvania.
n   The S&P Municipal Bond Pennsylvania Index is a broad, market value-weighted index that seeks to measure the performance of bonds issued within Pennsylvania.
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

 

 

 

9                         Invesco Pennsylvania Tax-Free Income Fund


Schedule of Investments

August 31, 2015

 

    

Interest

Rate

    Maturity
Date
     Principal
Amount
(000)
     Value  

Municipal Obligations–105.61%

  

Pennsylvania–100.35%   

Allegheny (County of) Higher Education Building Authority (Chatham University); Series 2012 A, University RB

    5.00     09/01/35       $ 1,000       $ 1,059,900   

Allegheny (County of) Higher Education Building Authority (Duquesne University);

         

Series 1998, Ref. University RB (INS–AMBAC)(a)

    5.50     03/01/20         1,750         1,950,515   

Series 2011 A, University RB

    5.50     03/01/31         550         616,869   

Allegheny (County of) Higher Education Building Authority (Robert Morris University); Series 2008 A, University RB

    6.00     10/15/38         1,000         1,085,530   

Allegheny (County of) Hospital Development Authority (Ohio Valley General Hospital); Series 2005 A, RB

    5.00     04/01/25         1,600         1,600,048   

Allegheny (County of) Hospital Development Authority (University of Pittsburgh Medical Center); Series 2009, RB

    5.63     08/15/39         1,250         1,400,737   

Allegheny (County of) Industrial Development Authority (Residential Resources, Inc.); Series 2006, Lease RB

    5.10     09/01/26         980         986,978   

Allegheny (County of) Redevelopment Authority (Pittsburgh Mills); Series 2004, Tax Allocation RB

    5.60     07/01/23         1,125         1,137,679   

Allegheny (County of) Sanitary Authority; Series 2015, Ref. RB(b)

    5.00     12/01/45         2,120         2,343,681   

Allegheny (County of); Series 2008 C 61, Unlimited Tax GO Bonds (INS–AGC)(a)

    5.00     12/01/33         500         548,295   

Beaver (County of) Industrial Development Authority (FirstEnergy Generation Corp.); Series 2008 A, Ref. PCR

    2.15     03/01/17         700         699,650   

Beaver (County of) Industrial Development Authority; Series 2008 A, Ref. PCR(c)

    2.70     04/02/18         230         229,342   

Beaver (County of);

         

Series 2009, Unlimited Tax GO Notes(c)(d)

    5.55     11/15/17         65         71,910   

Series 2009, Unlimited Tax GO Notes (INS–AGM)(a)

    5.55     11/15/31         1,325         1,440,394   

Berks (County of) Industrial Development Authority (One Douglassville); Series 2007 A, Ref. RB(e)

    6.13     11/01/34         440         444,800   

Berks (County of) Municipal Authority (Reading Hospital Medical Center); Series 2012 A, RB

    5.00     11/01/40         1,000         1,089,080   

Bethlehem (City of);

         

Series 2014, Gtd. Ref. Water RB

    5.00     11/15/30         425         476,769   

Series 2014, Gtd. Ref. Water RB

    5.00     11/15/31         425         474,729   

Bethlehem Area School District; Series 2010, Unlimited Tax GO Bonds (INS–AGM)(a)

    5.25     01/15/26         1,000         1,131,070   

Bucks (County of) Industrial Development Authority (Lutheran Community Telford Center); Series 2007, RB

    5.75     01/01/37         2,000         2,019,600   

Central Bradford Progress Authority (Guthrie Healthcare System); Series 2011, RB

    5.38     12/01/41         1,100         1,243,814   

Centre (County of) Hospital Authority (Mt. Nittany Medical Center); Series 2011, RB

    6.25     11/15/41         500         579,240   

Chartiers Valley Industrial & Commercial Development Authority (Asbury Health Center);

         

Series 2006, Ref. First Mortgage RB

    5.25     12/01/15         500         504,170   

Series 2006, Ref. First Mortgage RB

    5.75     12/01/22         900         921,222   

Chester (County of) Industrial Development Authority (Renaissance Academy Charter School); Series 2014, RB

    5.00     10/01/44         1,000         1,040,520   

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         750         777,053   

Cumberland (County of) Municipal Authority (Asbury Pennsylvania Obligated Group); Series 2010, RB

    6.00     01/01/40         870         926,785   

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         805,575   

Cumberland (County of) Municipal Authority (Diakon Lutheran Ministries);

         

Series 2007, RB(c)(d)

    5.00     01/01/17         1,000         1,057,030   

Series 2015, Ref. RB

    5.00     01/01/38         850         901,671   

Cumberland (County of) Municipal Authority (Messiah Village); Series 2008 A, RB

    5.63     07/01/28         1,000         1,062,350   

Dauphin (County of) General Authority (Pinnacle Health System); Series 2009 A, Health System RB

    6.00     06/01/36         2,215         2,529,176   

Delaware (County of) Authority (Cabrini College); Series 1999, College RB (INS–AGC)(a)

    5.75     07/01/23         220         220,519   

Delaware (County of) Authority (Neumann College); Series 2008, College RB

    6.25     10/01/38         110         110,432   

Delaware (County of) Industrial Development Authority (Aqua Pennsylvania, Inc.); Series 2005 A, Water Facilities RB (INS–NATL)(a)(e)

    5.00     11/01/38         1,500         1,509,195   

 

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)   

Delaware (County of) Industrial Development Authority (Covanta); Series 2015, Ref. RB

    5.00     07/01/43       $ 425       $ 426,692   

Delaware River Port Authority (Port District);

         

Series 2012, Ref. RB

    5.00     01/01/25         540         612,500   

Series 2012, Ref. RB

    5.00     01/01/27         535         600,452   

Delaware River Port Authority; Series 2010 D, RB

    5.00     01/01/40         1,000         1,105,800   

Delaware Valley Regional Financial Authority;

         

Series 2002, RB

    5.75     07/01/17         1,160         1,256,953   

Series 2002, RB

    5.75     07/01/32         1,000         1,208,700   

Doylestown (City of) Hospital Authority; Series 2013 A, RB (INS–AGM)(a)

    5.00     07/01/24         1,000         1,127,870   

East Hempfield (Township of) Industrial Development Authority (Student Services Inc. Student Housing);

         

Series 2013, RB

    5.00     07/01/35         500         519,885   

Series 2014, RB

    5.00     07/01/39         250         259,078   

Erie (City of) Higher Education Building Authority (Mercyhurst College);

         

Series 2004 B, Ref. College RB

    5.00     03/15/23         905         906,647   

Series 2008, College RB

    5.50     03/15/38         500         539,530   

Franklin (County of) Industrial Development Authority (Chambersburg Hospital); Series 2010, RB

    5.38     07/01/42         1,000         1,089,390   

Geisinger Authority (Geisinger Health System);

         

Series 2011 A-1, Health System RB

    5.13     06/01/41         500         550,990   

Series 2011 B, VRD Health System RB(f)

    0.01     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         362,597   

Lancaster (County of) Hospital Authority (Masonic Villages); Series 2015, Ref. RB

    5.00     11/01/35         210         232,636   

Lehigh (County of) Authority; Series 2013 A, Water & Sewer RB

    5.00     12/01/38         930         1,039,052   

Lehigh (County of) General Purpose Authority (Bible Fellowship Church Homes, Inc.); Series 2013, RB

    5.25     07/01/42         825         851,449   

Lehigh (County of) General Purpose Authority (Kidspeace Obligation Group);

         

Series 2014 A, RB

    7.50     02/01/44         683         682,386   

Series 2014 B, Conv. CAB RB(g)

    7.50     02/01/44         172         48,236   

Series 2014 C, RB(h)

    0.00     02/01/44         516         5   

Lycoming (County of) Authority (Pennsylvania College of Technology); Series 2011, RB

    5.00     07/01/30         750         820,448   

Lycoming (County of) Authority (Susquehanna Health System); Series 2009 A, Heath System RB

    5.75     07/01/39         1,250         1,348,850   

Monroe (County of) Hospital Authority (Pocono Medical Center); Series 2007, RB

    5.13     01/01/37         1,500         1,558,305   

Montgomery (County of) Higher Education & Health Authority (Abington Memorial Hospital Obligated Group); Series 2012, RB

    5.00     06/01/31         1,400         1,536,234   

Montgomery (County of) Higher Education & Health Authority (Holy Redeemer Health System); Series 2014, Ref. RB

    5.00     10/01/27         390         422,846   

Montgomery (County of) Industrial Development Authority (ACTS Retirement-Life Communities, Inc.);

         

Series 2009 A-1, RB

    6.25     11/15/29         1,000         1,126,410   

Series 2012, Ref. RB

    5.00     11/15/28         900         962,046   

Montgomery (County of) Industrial Development Authority (Albert Einstein Healthcare); Series 2015, Ref. Health System RB

    5.25     01/15/45         850         901,935   

Montgomery (County of) Industrial Development Authority (Philadelphia Presbytery Homes, Inc.); Series 2010, RB

    6.63     12/01/30         1,500         1,714,395   

Montgomery (County of) Industrial Development Authority (Whitemarsh Community); Series 2008, Mortgage RB(c)(d)

    7.00     02/01/18         500         573,605   

Northampton (County of) General Purpose Authority (Lehigh University); Series 2009, Higher Education RB

    5.50     11/15/33         1,000         1,125,260   

Northampton (County of) General Purpose Authority (St. Luke’s Hospital);

         

Series 2008 A, Hospital RB

    5.50     08/15/35         1,000         1,092,120   

Series 2010 C, Hospital RB(c)

    4.50     08/15/16         1,000         1,031,310   

Northampton (County of) Industrial Development Authority (Morningstar Senior Living, Inc.); Series 2012, RB

    5.00     07/01/32         920         946,202   

Pennsylvania (Commonwealth of); First Series 2014, Unlimited Tax GO Bonds(b)

    5.00     06/15/34         3,000         3,376,440   

Pennsylvania (State of) Economic Development Financing Agency (Forum Place); Series 2012, Governmental Lease RB

    5.00     03/01/34         500         549,975   

 

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)   

Pennsylvania (State of) Economic Development Financing Authority (Amtrak); Series 2012 A, Ref. Exempt Facilities RB(e)

    5.00     11/01/41       $ 1,200       $ 1,278,684   

Pennsylvania (State of) Economic Development Financing Authority (National Gypson Co.); Series 2014, Ref. Exempt Facilities RB(e)(i)

    5.50     11/01/44         635         653,599   

Pennsylvania (State of) Economic Development Financing Authority (PA Bridges FINCO LP); Series 2015, RB(e)

    5.00     06/30/42         1,585         1,660,589   

Pennsylvania (State of) Economic Development Financing Authority (Philadelphia Biosolids Facility); Series 2009, Sewage Sludge Disposal RB

    6.25     01/01/32         1,000         1,108,990   

Pennsylvania (State of) Economic Development Financing Authority (PPL Energy Supply); Series 2009 A, Ref. Exempt Facilities RB

    6.40     12/01/38         500         506,850   

Pennsylvania (State of) Economic Development Financing Authority (Shippingport); Series 2006 A, Exempt Facilities RB(c)

    2.55     12/03/18         1,500         1,482,165   

Pennsylvania (State of) Economic Development Financing Authority (Waste Management, Inc.);

         

Series 2004 A, Solid Waste Disposal RB(c)

    1.50     05/01/18         1,500         1,503,135   

Series 2005 A, Solid Waste Disposal RB(e)

    5.10     10/01/27         1,300         1,317,849   

Pennsylvania (State of) Higher Educational Facilities Authority (AICUP Financing Program-Del Valley College); Series 2012, RB

    5.00     11/01/42         535         554,800   

Pennsylvania (State of) Higher Educational Facilities Authority (Edinboro University Foundation);

         

Series 2008, RB

    5.88     07/01/38         750         784,658   

Series 2010, RB

    6.00     07/01/43         500         539,525   

Pennsylvania (State of) Higher Educational Facilities Authority (La Salle University); Series 2012, RB

    5.00     05/01/42         1,180         1,228,687   

Pennsylvania (State of) Higher Educational Facilities Authority (Shippensburg University Student Services); Series 2012, RB

    5.00     10/01/35         1,300         1,346,878   

Pennsylvania (State of) Higher Educational Facilities Authority (St. Joseph’s University); Series 2010 A, RB

    5.00     11/01/34         500         540,545   

Pennsylvania (State of) Higher Educational Facilities Authority (Temple University); First Series 2012, RB

    5.00     04/01/42         570         626,903   

Pennsylvania (State of) Higher Educational Facilities Authority (Thomas Jefferson University); Series 2015, Ref. RB

    5.25     09/01/50         845         928,503   

Pennsylvania (State of) Turnpike Commission;

         

Series 2008 B-1, Sub. RB

    5.50     06/01/33         1,000         1,093,900   

Series 2009 C, Sub. Conv. CAB RB (INS–AGM)(a)(g)

    6.25     06/01/33         2,000         2,370,300   

Series 2009 E, Sub. Conv. CAB RB(g)

    6.38     12/01/38         1,435         1,574,324   

Series 2010 A 1, Motor License Fund Special RB

    5.00     12/01/38         500         548,410   

Series 2010 A-2, Motor License Fund Special Conv. CAB RB(g)

    5.50     12/01/34         1,000         1,073,570   

Series 2010 B 2, Conv. CAB RB(g)

    5.00     12/01/30         625         660,031   

Series 2010 B 2, Conv. CAB RB(g)

    5.13     12/01/35         500         525,185   

Philadelphia (City of) Authority for Industrial Development (The Children’s Hospital of Philadelphia); Series 2014 A, Hospital RB(b)

    5.00     07/01/42         1,500         1,676,880   

Philadelphia (City of) Hospitals & Higher Education Facilities Authority (Jefferson Health System); Series 2010 B, RB(c)(d)

    5.00     05/15/20         1,500         1,746,420   

Philadelphia (City of) Industrial Development Authority (Architecture & Design Charter High School); Series 2013, RB

    6.13     03/15/43         585         630,086   

Philadelphia (City of) Industrial Development Authority (Discovery Charter School); Series 2012, RB

    6.25     04/01/42         1,000         1,064,720   

Philadelphia (City of) Industrial Development Authority (First Philadelphia Preparatory Charter School); Series 2014 A, RB

    7.00     06/15/33         875         975,091   

Philadelphia (City of) Industrial Development Authority (Independence Charter School); Series 2007 A, RB

    5.50     09/15/37         1,235         1,254,686   

Philadelphia (City of) Industrial Development Authority (MaST Charter School); Series 2010, RB

    6.00     08/01/35         700         773,731   

Philadelphia (City of) Industrial Development Authority (New Foundations Charter School); Series 2012, RB

    6.63     12/15/41         750         824,213   

Philadelphia (City of) Industrial Development Authority (Performing Arts Charter School); Series 2013, RB(i)

    6.50     06/15/33         945         991,692   

Philadelphia (City of);

         

Ninth Series 2010, Gas Works RB

    5.25     08/01/40         1,000         1,106,210   

Series 2009 A, Ref. Unlimited Tax GO Bonds (INS–AGC)(a)

    5.50     08/01/24         1,000         1,144,690   

Series 2010 C, Water & Wastewater RB (INS–AGM)(a)

    5.00     08/01/35         1,250         1,399,800   

Series 2011, Unlimited Tax GO Bonds

    6.00     08/01/36         500         578,245   

 

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

 

12                         Invesco Pennsylvania Tax Free Income Fund


    

Interest

Rate

    Maturity
Date
     Principal
Amount
(000)
     Value  
Pennsylvania–(continued)   

Philadelphia (State of) Authority for Industrial Development (Temple University); First Series 2015, Ref. RB

    5.00     04/01/45       $ 530       $ 582,905   

Philadelphia School District; Series 2008 E, Limited Tax GO Bonds (INS–BHAC)(a)

    5.13     09/01/23         1,500         1,664,745   

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         1,126,930   

Pittsburgh (City of) Water & Sewer Authority; Series 2013 A, Ref. First Lien RB

    5.00     09/01/31         500         564,210   

Southcentral (Region of) General Authority (Wellspan Health Obligated Group);

         

Series 2014, Ref. RB(b)

    5.00     06/01/44         3,180         3,501,435   

Series 2014, Ref. RB

    5.00     06/01/44         635         699,186   

State Public School Building Authority (Harrisburg School District); Series 2009 A, RB (INS–AGC)(a)

    5.00     11/15/33         1,000         1,090,630   

Susquehanna Area Regional Airport Authority; Series 2012 A, Airport System RB(e)

    5.00     01/01/27         1,185         1,288,403   

Union (County of) Hospital Authority (Evangelical Community Hospital); Series 2011, Ref. & Improvement RB

    7.00     08/01/41         1,000         1,179,400   

Washington (County of) Industrial Development Authority (Washington Jefferson College); Series 2010, College RB

    5.25     11/01/30         500         563,255   

Washington (County of) Redevelopment Authority (Victory Centre Tanger Outlet Development); Series 2006 A, Tax Allocation RB

    5.45     07/01/35         1,355         1,373,699   

West View (Borough of) Municipal Authority; Series 2014, Water RB

    5.00     11/15/39         850         955,255   

Westmoreland (County of) Industrial Development Authority (Redstone Presbyterian Senior Care Obligated Group);

         

Series 2005 A, Retirement Community RB(c)(d)

    5.75     01/01/16         2,500         2,546,425   

Series 2005 A, Retirement Community RB(c)(d)

    5.88     01/01/16         900         917,082   

Westmoreland (County of) Municipal Authority; Series 2013, RB

    5.00     08/15/31         750         845,835   

Wilkes-Barre (City of) Finance Authority (University of Scranton); Series 2010, RB

    5.00     11/01/40         850         929,322   
                                126,906,818   
Guam–3.67%   

Guam (Territory of) (Section 30); Series 2009 A, Limited Obligation RB

    5.75     12/01/34         1,250         1,384,563   

Guam (Territory of) Power Authority;

         

Series 2010 A, RB

    5.50     10/01/40         410         452,287   

Series 2012 A, Ref. RB

    5.00     10/01/34         520         557,081   

Guam (Territory of) Waterworks Authority;

         

Series 2010, Water & Wastewater System RB

    5.63     07/01/40         1,000         1,092,760   

Series 2014 A, Ref. Water & Wastewater System RB

    5.00     07/01/29         285         315,404   

Guam (Territory of); Series 2011 A, Business Privilege Tax RB

    5.13     01/01/42         785         846,685   
                                4,648,780   
Virgin Islands–1.59%   

Virgin Islands (Government of) Port Authority; Series 2014 A, Ref. Marine RB(e)

    5.00     09/01/29         575         631,781   

Virgin Islands (Government of) Public Finance Authority (Matching Fund Loan Note-Diageo); Series 2009 A, Sub. RB

    6.63     10/01/29         750         840,705   

Virgin Islands (Government of) Public Finance Authority (Matching Fund Loan Note); Series 2010 A, Sr. Lien RB

    5.00     10/01/29         500         541,170   
                                2,013,656   

TOTAL INVESTMENTS(j)–105.61% (Cost $125,876,365)

                              133,569,254   

FLOATING RATE NOTE OBLIGATIONS–(5.16)%

         

Notes with interest and fee rates ranging from 0.55% to 0.66% at 08/31/15 and contractual maturities of collateral ranging from 06/15/34 to 12/01/45 (See Note 1J)(k)

                              (6,530,000

OTHER ASSETS LESS LIABILITIES–(0.45)%

                              (571,321

NET ASSETS–100.00%

                            $ 126,467,933   

 

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

 

13                         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

Conv.  

– Convertible

GO  

– General Obligation

Gtd  

– Guaranteed

INS  

– Insurer

NATL  

– National Public Finance Guarantee Corp.

PCR  

– Pollution Control Revenue Bonds

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)  Underlying security related to TOB Trusts entered into by the Fund. See Note 1J.
(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)  Security subject to the alternative minimum tax.
(f)  Demand security payable upon demand by the Fund at specified time intervals no greater than thirteen months. Interest rate is redetermined periodically. Rate shown is the rate in effect on August 31, 2015.
(g)  Convertible CAB. The interest rate shown represents the coupon rate at which the bond will accrue at a specified future date.
(h)  Zero coupon bond issued at a discount.
(i)  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, 2015 was $1,645,291, which represented 1.30% of the Fund’s Net Assets.
(j) 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.

     6.4 % 

 

(k) Floating rate note obligations related to securities held. The interest and fee rates shown reflect the rates in effect at August 31, 2015. At August 31, 2015, the Fund’s investments with a value of $10,898,436 are held by TOB Trusts and serve as collateral for the $6,530,000 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.

 

14                         Invesco Pennsylvania Tax Free Income Fund


Statement of Assets and Liabilities

August 31, 2015

 

Assets:

 

Investments, at value (Cost $125,876,365)

  $ 133,569,254   

Receivable for:

 

Investments sold

    3,342,972   

Fund shares sold

    96,040   

Interest

    1,518,625   

Investment for trustee deferred compensation and retirement plans

    30,959   

Other assets

    32,006   

Total assets

    138,589,856   

Liabilities:

 

Floating rate note obligations

    6,530,000   

Payable for:

 

Investments purchased

    3,757,335   

Fund shares reacquired

    206,047   

Amount due custodian

    1,379,413   

Dividends

    127,000   

Accrued fees to affiliates

    42,409   

Accrued trustees’ and officers’ fees and benefits

    2,711   

Accrued other operating expenses

    43,152   

Trustee deferred compensation and retirement plans

    33,856   

Total liabilities

    12,121,923   

Net assets applicable to shares outstanding

  $ 126,467,933   

Net assets consist of:

 

Shares of beneficial interest

  $ 128,560,755   

Undistributed net investment income

    565,454   

Undistributed net realized gain (loss)

    (10,351,165

Net unrealized appreciation

    7,692,889   
    $ 126,467,933   

Net Assets:

 

Class A

  $ 112,409,049   

Class B

  $ 1,247,430   

Class C

  $ 9,487,967   

Class Y

  $ 3,323,487   

Shares outstanding, $0.01 par value per share,
with an unlimited number of shares authorized:

   

Class A

    6,836,791   

Class B

    75,713   

Class C

    576,390   

Class Y

    201,937   

Class A:

 

Net asset value per share

  $ 16.44   

Maximum offering price per share

 

(Net asset value of $16.44 ¸ 95.75%)

  $ 17.17   

Class B:

 

Net asset value and offering price per share

  $ 16.48   

Class C:

 

Net asset value and offering price per share

  $ 16.46   

Class Y:

 

Net asset value and offering price per share

  $ 16.46   
 

 

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

 

15                         Invesco Pennsylvania Tax Free Income Fund


Statement of Operations

For the year ended August 31, 2015

 

Investment income:

  

Interest

  $ 6,024,163   

Expenses:

 

Advisory fees

    745,927   

Administrative services fees

    50,000   

Custodian fees

    4,005   

Distribution fees:

 

Class A

    283,680   

Class B

    3,601   

Class C

    96,503   

Interest, facilities and maintenance fees

    35,051   

Transfer agent fees

    90,048   

Trustees’ and officers’ fees and benefits

    21,098   

Other

    168,510   

Total expenses

    1,498,423   

Less: Expense offset arrangement(s)

    (199

Net expenses

    1,498,224   

Net investment income

    4,525,939   

Realized and unrealized gain (loss) from:

 

Net realized gain (loss) from investment securities

    (792,529

Change in net unrealized appreciation of investment securities

    140,483   

Net realized and unrealized gain (loss)

    (652,046

Net increase in net assets resulting from operations

  $ 3,873,893   

 

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

 

16                         Invesco Pennsylvania Tax Free Income Fund


Statement of Changes in Net Assets

For the years ended August 31, 2015 and 2014

 

     2015      2014  

Operations:

  

  

Net investment income

  $ 4,525,939       $ 4,983,924   

Net realized gain (loss)

    (792,529      (2,475,247

Change in net unrealized appreciation

    140,483         11,214,093   

Net increase in net assets resulting from operations

    3,873,893         13,722,770   

Distributions to shareholders from net investment income:

    

Class A

    (3,880,981      (4,337,929

Class B

    (49,222      (59,962

Class C

    (264,372      (310,949

Class Y

    (115,097      (99,215

Total distributions from net investment income

    (4,309,672      (4,808,055

Share transactions–net:

    

Class A

    (1,083,200      (12,996,752

Class B

    (293,384      (282,934

Class C

    (281,205      (1,740,082

Class Y

    627,640         (14,839

Net increase (decrease) in net assets resulting from share transactions

    (1,030,149      (15,034,607

Net increase (decrease) in net assets

    (1,465,928      (6,119,892

Net assets:

    

Beginning of year

    127,933,861         134,053,753   

End of year (includes undistributed net investment income of $565,454 and $454,309, respectively)

  $ 126,467,933       $ 127,933,861   

Notes to Financial Statements

August 31, 2015

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 thirteen 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

 

17                         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.

The Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain Fund investments.

Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general 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 (net of withholding tax, if any) 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 the Statement of Changes in Net Assets, or the net investment income per share and the 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 net investment income, if any, 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.

The Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed the Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

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

 

18                         Invesco Pennsylvania Tax Free Income Fund


  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. Floating Rate Note Obligations — The Fund invests in inverse floating rate securities, such as Tender Option Bonds (“TOBs”), for investment purposes and to enhance the yield of the Fund. Such securities may be purchased in the secondary market without first owning an underlying bond but generally are created through the sale of fixed rate bonds by the Fund to special purpose trusts established by a broker dealer or by the Fund (“TOB Trusts”) in exchange for cash and residual interests in the TOB Trusts’ assets and cash flows, which are in the form of inverse floating rate securities. The TOB 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 TOB Trusts have interest rates that reset weekly and the floating rate note holders have the option to tender their notes to the TOB Trusts for redemption at par at each reset date. The residual interests held by the Fund (inverse floating rate securities) 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 TOB Trust to the Fund, thereby collapsing the TOB Trust. Inverse floating rate securities 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.

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 decreases in the value of such securities in response to changes in interest rates to a greater extent than fixed rate securities 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 notes created by the TOB Trust may not be able to be sold to third parties or, in the case of holders tendering (or putting) such notes for repayment of principal, may not be able to be remarketed to third parties. In such cases, the TOB Trust holding the fixed rate bonds may be collapsed with the entity that contributed the fixed rate bonds to the TOB Trust. In the case where a TOB Trust is collapsed with the Fund, the Fund will be required to repay the principal amount of the tendered securities, which may require the Fund to sell other portfolio holdings to raise cash to meet that obligation. The Fund could therefore be required to sell other portfolio holdings at a disadvantageous time or price to raise cash to meet this obligation, which risk will be heightened during times of market volatility, illiquidity or uncertainty. The embedded leverage in the TOB Trust could cause the Fund to lose more money than the value of the asset it has contributed to the TOB Trust and greater levels of leverage create the potential for greater losses. In addition, a Fund may enter into reimbursement agreements with the liquidity provider of certain TOB transactions in connection with certain residuals held by the Fund. These agreements commit a Fund to reimburse the liquidity provider to the extent that the liquidity provider must provide cash to a TOB Trust, including following the termination of a TOB Trust resulting from a mandatory tender event (“liquidity shortfall”). The reimbursement agreement will effectively make the Fund liable for the amount of the negative difference, if any, between the liquidation value of the underlying security and the purchase price of the floating rate notes issued by the TOB Trust.

The Fund accounts for the transfer of fixed rate bonds to the TOB 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 TOB Trusts as a component of Interest, facilities and maintenance fees on the Statement of Operations.

Final rules implementing section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Volcker Rule”) prohibit banking entities from engaging in proprietary trading of certain instruments and limit such entities’ investments in, and relationships with, “covered funds”, as defined in the rules. These rules preclude banking entities and their affiliates from sponsoring and/or providing services for existing TOB Trusts. A new TOB structure is being utilized by the Fund wherein the Fund, as holder of the residuals, will perform certain duties previously performed by banking entities as “sponsors” of TOB Trusts. These duties may be performed by a third-party service provider. The Fund’s expanded role under the new TOB structure may increase its operational and regulatory risk. The new structure is substantially similar to the previous structure; however, pursuant to the Volcker Rule, the remarketing agent would not be able to repurchase tendered floaters for its own account upon a failed remarketing. In the event of a failed remarketing, a banking entity serving as liquidity provider may loan the necessary funds to the TOB Trust to purchase the tendered floaters. The TOB Trust, not the Fund, would be the borrower and the loan from the liquidity provider will be secured by the purchased floaters now held by the TOB Trust. However, as previously described, the Fund would bear the risk of loss with respect to any liquidity shortfall to the extent it entered into a reimbursement agreement with the liquidity provider.

There can be no assurances that the new TOB structure will continue to be a viable form of leverage. Further, there can be no assurances that alternative forms of leverage will be available to the Fund in order to maintain current levels of leverage. Any alternative forms of leverage may be less advantageous to the Fund, and may adversely affect the Fund’s net asset value, distribution rate and ability to achieve its investment objective.

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 atypical, 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.

K. Other Risks — The value of, payment of interest on, repayment of principal for and the ability to sell a municipal security may be affected by constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives and the economics of the regions in which the issuers are located.

Since many municipal securities are issued to finance similar projects, especially those relating to education, health care, transportation and utilities, conditions in those sectors can affect the overall municipal securities market and a Fund’s investments in municipal securities.

There is some risk that a portion or all of the interest received from certain tax-free municipal securities could become taxable as a result of determinations by the Internal Revenue Service.

 

19                         Invesco Pennsylvania Tax Free 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”). Effective July 1, 2015, 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

    0.50%   

Over $500 million

    0.40%   

Prior to July 1, 2015, the Fund paid an advisory fee to the advisory 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%   

For the year ended August 31, 2015, the effective advisory fees incurred by the Fund was 0.58%.

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 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 Affiliated Sub-Adviser(s).

The Adviser has contractually agreed, through at least June 30, 2016, 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 Invesco continues the fee waiver agreement, it will terminate on June 30, 2016. The fee waiver agreement cannot be terminated during its term. 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, 2015, 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, 2015, 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, 2015, 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, 2015, IDI advised the Fund that IDI retained $10,888 in front-end sales commissions from the sale of Class A shares $782 and $96 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.

 

20                         Invesco Pennsylvania Tax Free Income Fund


  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, 2015, 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 used by the transfer agent for clearing shareholder transactions. For the year ended August 31, 2015, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $199.

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 were eligible to participate in a retirement plan that provided 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 TOB 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, 2015 were $5,486,154 and 0.60%, respectively.

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

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended August 31, 2015 and 2014:

 

     2015        2014  

Ordinary income — tax-exempt

  $ 4,309,672         $ 4,808,055   

Tax Components of Net Assets at Period-End:

 

     2015  

Undistributed ordinary income

  $ 352,340   

Net unrealized appreciation — investments

    7,865,759   

Temporary book/tax differences

    (33,733

Capital loss carryforward

    (10,277,188

Shares of beneficial interest

    128,560,755   

Total net assets

  $ 126,467,933   

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 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. Capital losses generated in years beginning after December 22, 2010 can be carried forward for an unlimited period, whereas previous losses expire in eight tax years. 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. Capital loss carryforwards with no expiration date

 

21                         Invesco Pennsylvania Tax Free Income Fund


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 carryforwards in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

The Fund has a capital loss carryforward as of August 31, 2015, 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   

Not subject to expiration

    426,981         3,200,175         3,627,156   
    $ 7,077,013       $ 3,200,175       $ 10,277,188   

 

* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code and may be further limited depending upon a variety of factors, including the realization of net unrealized gains or losses as of the date of any 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, 2015 was $19,056,869 and $17,350,231, 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

  $ 9,480,219   

Aggregate unrealized (depreciation) of investment securities

    (1,614,460

Net unrealized appreciation of investment securities

  $ 7,865,759   

Cost of investments for tax purposes is $125,703,495.

NOTE 9—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of accretion and amortization differences and net operating losses, on August 31, 2015, undistributed net investment income was decreased by $105,122, undistributed net realized gain (loss) was increased by $46,728 and shares of beneficial interest was increased by $58,394. This reclassification had no effect on the net assets of the Fund.

NOTE 10—Share Information

 

     Summary of Share Activity  
    Years ended August 31,  
    2015(a)      2014  
     Shares      Amount      Shares      Amount  

Sold:

          

Class A

    464,914       $ 7,705,345         269,977       $ 4,297,667   

Class B

    529         8,818         715         11,620   

Class C

    56,650         939,389         36,704         581,058   

Class Y

    48,185         801,208         44,355         709,714   

Issued as reinvestment of dividends:

          

Class A

    150,694         2,495,101         168,578         2,690,022   

Class B

    1,125         18,669         1,644         26,235   

Class C

    9,544         158,254         12,381         197,653   

Class Y

    3,529         58,463         3,026         48,313   

Automatic conversion of Class B shares to Class A shares:

          

Class A

    10,583         175,149         14,675         232,134   

Class B

    (10,560 )      (175,149      (14,640      (232,134

 

22                         Invesco Pennsylvania Tax Free Income Fund


     Summary of Share Activity  
    Years ended August 31,  
    2015(a)      2014  
     Shares      Amount      Shares      Amount  

Reacquired:

          

Class A

    (691,815    $ (11,458,795      (1,280,624    $ (20,216,575

Class B

    (8,776      (145,722      (5,707      (88,655

Class C

    (82,985      (1,378,848      (159,172      (2,518,793

Class Y

    (14,088      (232,031      (49,444      (772,866

Net increase (decrease) in share activity

    (62,471    $ (1,030,149      (957,532    $ (15,034,607

 

(a)  There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 56% 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.

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
    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
    Supplemental Ratio:
Ratio of
expenses
to average net
assets  (excluding
interest, facilities
and maintenance
fees)
    Ratio of net
investment
income
to average
net assets
    Portfolio
turnover(c)
 

Class A

                       

Year ended 08/31/15

  $ 16.50      $ 0.59      $ (0.09   $ 0.50      $ (0.56   $ 16.44        3.09   $ 112,409        1.12 %(d)      1.09 %(d)      3.59 %(d)      13

Year ended 08/31/14

    15.39        0.62        1.09        1.71        (0.60     16.50        11.33        113,872        1.09        1.07        3.93        10   

Year ended 08/31/13

    17.05        0.63        (1.65     (1.02     (0.64     15.39        (6.24     118,936        1.03        1.01        3.72        17   

Year ended 08/31/12

    15.85        0.68        1.19        1.87        (0.67     17.05        12.04        137,146        1.03        1.01        4.13        11   

Year ended 08/31/11

    16.29        0.70        (0.47     0.23        (0.67     15.85        1.58        130,344        1.02        1.00        4.47        13   

Class B

                       

Year ended 08/31/15

    16.53        0.60        (0.09     0.51        (0.56     16.48        3.15        1,247        1.12 (d)(e)      1.09 (d)(e)      3.59 (d)(e)      13   

Year ended 08/31/14

    15.42        0.63        1.08        1.71        (0.60     16.53        11.32 (e)      1,544        1.09 (e)      1.07 (e)      3.93 (e)      10   

Year ended 08/31/13

    17.09        0.63        (1.66     (1.03     (0.64     15.42        (6.28 )(e)      1,717        1.03 (e)      1.01 (e)      3.72 (e)      17   

Year ended 08/31/12

    15.86        0.71        1.19        1.90        (0.67     17.09        12.22        2,430        0.86        0.84        4.30        11   

Year ended 08/31/11

    16.23        0.70        (0.45     0.25        (0.62     15.86        1.68 (e)      3,062        1.02 (e)      1.00 (e)      4.47 (e)      13   

Class C

                       

Year ended 08/31/15

    16.53        0.47        (0.09     0.38        (0.45     16.46        2.33        9,488        1.87 (d)      1.84 (d)      2.84 (d)      13   

Year ended 08/31/14

    15.41        0.51        1.09        1.60        (0.48     16.53        10.56 (f)      9,804        1.81 (f)      1.79 (f)      3.21 (f)      10   

Year ended 08/31/13

    17.08        0.50        (1.66     (1.16     (0.51     15.41        (7.00     10,838        1.78        1.76        2.97        17   

Year ended 08/31/12

    15.88        0.56        1.19        1.75        (0.55     17.08        11.19        11,020        1.78        1.76        3.38        11   

Year ended 08/31/11

    16.31        0.58        (0.45     0.13        (0.56     15.88        0.89        9,670        1.77        1.75        3.72        13   

Class Y

                       

Year ended 08/31/15

    16.51        0.64        (0.08     0.56        (0.61     16.46        3.41        3,323        0.87 (d)      0.84 (d)      3.84 (d)      13   

Year ended 08/31/14

    15.40        0.66        1.09        1.75        (0.64     16.51        11.60        2,713        0.84        0.82        4.18        10   

Year ended 08/31/13

    17.06        0.67        (1.65     (0.98     (0.68     15.40        (6.00     2,562        0.78        0.76        3.97        17   

Year ended 08/31/12

    15.86        0.73        1.18        1.91        (0.71     17.06        12.31        1,298        0.78        0.76        4.38        11   

Year ended 08/31/11

    16.30        0.74        (0.47     0.27        (0.71     15.86        1.84        179        0.77        0.75        4.72        13   

 

(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 $113,654, $1,440, $9,663 and $3,145 for Class A, Class B, Class C and Class Y shares, respectively.
(e) The total return, ratio of expenses to average net assets and ratio of net investment income to average net assets reflect actual 12b-1 fees of 0.25%, 0.25%, 0.25% and 0.25% for the years ended August 31, 2015, August 31, 2014, August 31, 2013 and August 31, 2011, respectively.
(f) The total return, ratio of expenses to average net assets and ratio of net investment income to average net assets reflect actual 12b-1 fees of 0.97% for the year ended August 31, 2014.

 

23                         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, 2015, 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, 2015 by correspondence with the custodian and brokers, and the application of alternative auditing procedures where confirmations of security purchases have not been received, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

October 27, 2015

Houston, Texas

 

24                         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, 2015 through August 31, 2015.

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
(03/01/15)
    ACTUAL    

HYPOTHETICAL

(5% annual return before

expenses)

   

Annualized
Expense

Ratio2

 
    Ending
Account Value
(08/31/15)1
     Expenses
Paid During
Period2,3
    Ending
Account Value
(08/31/15)
     Expenses
Paid During
Period2,4
   

A

  $ 1,000.00      $ 1,004.50       $ 6.11      $ 1,019.11       $ 6.16        1.21

B

    1,000.00        1,005.10         6.12        1,019.11         6.16        1.21   

C

    1,000.00        1,000.90         9.88        1,015.32         9.96        1.96   

Y

    1,000.00        1,006.30         4.85        1,020.37         4.89        0.96   

 

1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2015 through August 31, 2015, 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 on July 1, 2015, the Board of Trustees approved a reduced contractual advisory fee schedule for the Fund. Pursuant to the new fee schedule, the Fund’s maximum annual advisory fee rate ranges from 0.50% (for average net assets up to $500 million) to 0.40% (for average net assets over $500 million). The annualized expense ratios restated as if this agreement had been in effect throughout the entire most recent fiscal half year are 1.14%, 1.14%, 1.89% and 0.89% for Class A, Class B, Class C and Class Y shares, respectively.
3  The actual expenses paid restated as if the change discussed above had been in effect throughout the entire most recent fiscal half year are $5.76, $5.76, $9.53 and $4.50 for Class A, Class B, Class C and Class Y shares, respectively.
4  The hypothetical expenses paid restated as if the change discussed above had been in effect throughout the entire most recent fiscal half year period are $5.80, $5.80, $9.60 and $4.53 for Class A, Class B, Class C and Class Y shares, respectively.

 

25                         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 agreements. During contract renewal meetings held on June 9-10, 2015, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% of the Board, voting separately, approved the continuance for the Fund of the Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) and the Master Intergroup Sub-Advisory Contract for Mutual Funds with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts) for another year, effective July 1, 2015.

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 Board determined that continuation of the Fund’s investment advisory agreement and the sub-advisory contracts is in the best interest of the Fund and its shareholders and that 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 performance and investment management services provided by Invesco Advisers and the Affiliated Sub-Advisers to 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 Board had the benefit of reports from the Sub-Committees and Investments Committee throughout the year in considering approval of the continuance of each Invesco Fund’s investment advisory agreement and sub-advisory contracts for another year.

During the contract renewal process, the Board receives 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 Board also receives a report and this 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. 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.

The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation. The Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these 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 is a summary of 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 10, 2015, and does not reflect consideration of factors that became known to the Board after that date.

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. 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. 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, valuation and legal and compliance.

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 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 year period and the second 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

 

 

26                         Invesco Pennsylvania Tax Free Income Fund


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, but that Lipper does not provide information on a fund by fund basis as to what is included. The Board noted 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 the Fund’s rate was below the rate of one closed end fund.

The Board noted that Invesco Advisers and the Affiliated Sub-Advisers do not manage 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.

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. 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 Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco

Advisers and its affiliates 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. 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 providing 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; and that the services are required for the operation of the Fund.

The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. 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 with respect to investments in the affiliated money market 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 amount of advisory fees received by Invesco Advisors from the Fund’s investment of cash collateral from any securities lending arrangements in the affiliated money market funds is fair and reasonable.

 

 

27                         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, 2015:

 

Federal and State Income Tax

 

Qualified Dividend Income*

    0

Corporate Dividends Received Deduction*

    0

U.S. Treasury Obligations*

    0

Tax-Exempt Interest Dividends*

    100

 

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

 

28                         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).

  144   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), Invesco Canada Holdings Inc. (holding company), Trimark Investments Ltd./Placements Trimark Ltèe and Invesco Financial Services Ltd/Services Financiers Invesco Ltèe; Chief Executive Officer, Invesco Corporate Class 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), Short-Term Investments Trust and Invesco Management Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management 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: Chief Executive Officer, Invesco Canada Fund Inc (corporate mutual fund company); 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; 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), and Short-Term Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc..

  144   None

 

1  Mr. Flanagan is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) 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.

 

2  Mr. Taylor is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer and a director of the Adviser.

 

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; Chairman, Board of Governors of INTELSAT (international communications company); ACE Limited (insurance company); Independent Directors Council and Investment Company Institute

  144   ALPS (Attorneys Liability Protection Society) (insurance company) and Globe Specialty Metals, Inc. (metallurgical company)

David C. Arch — 1945

Trustee

  2010   Chairman of Blistex Inc., a consumer health care products manufacturer   144   Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan; Member of the Audit Committee of the Edward-Elmhurst Hospital

James T. Bunch — 1942

Trustee

  2000  

Managing Member, Grumman Hill Group LLC (family office/private equity investments)

 

Formerly: Founder, Green Manning & Bunch Ltd. (investment banking firm) (1988-2010); Executive Committee, United States Golf Association; and Chairman, Board of Governors, Western Golf Association

  144   Chairman of the Board of Trustees, Evans Scholars Foundation; and Chairman of the Board, 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

  144   Director of Quidel Corporation and Stericycle, 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); Nature’s Sunshine Products, Inc. and Reich & Tang Funds (5 portfolios) (registered investment company)

 

Formerly: Director, Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company); 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)

  144   Director of: Nature’s Sunshine Products, Inc., Reich & Tang Funds, Homeowners of America Holding Corporation/ Homeowners of America Insurance Company, the Boss Group

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

  144   Insperity, Inc. (formerly known as Administaff)

Prema Mathai-Davis — 1950

Trustee

  2003   Retired. Formerly: Chief Executive Officer, YWCA of the U.S.A.   144   None

Larry Soll — 1942

Trustee

  1997   Retired. Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)   144   None

Hugo F. Sonnenschein — 1940

Trustee

  2010   President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to 2000, President of the University of Chicago   144   Trustee of the University of Rochester and a member of its investment committee; Member of the National Academy of Sciences and the American Philosophical Society; Fellow of the American Academy of Arts and Sciences
Raymond Stickel, Jr. — 1944 Trustee   2005   Retired. Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche   144   None

 

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)

Suzanne H. Woolsey — 1941

Trustee

  2014   Chief Executive Officer of Woolsey Partners LLC   144   Emeritus Chair of the Board of Trustees of the Institute for Defense Analyses; Trustee of Colorado College; Trustee of California Institute of Technology; Prior to 2014, Director of Fluor Corp.; Prior to 2010, Trustee of the German Marshall Fund of the United States; Prior to 2010 Trustee of the Rocky Mountain Institute
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; Managing Director, 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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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
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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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

 

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)                
Karen Dunn Kelley — 1960
Vice President
  2003  

Senior Managing Director, Investments, Invesco Ltd.; 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; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust); and President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust only)

 

Formerly: Director and President, INVESCO Asset Management (Bermuda) Ltd., 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.; 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), and Short-Term Investments Trust only)

  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, and PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Commodity Fund Trust; Anti-Money Laundering Compliance Officer and Bank Secrecy Act Officer, INVESCO National Trust Company and Invesco Trust Company; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, Inc..   N/A   N/A

Lisa O. Brinkley — 1959

Chief Compliance Officer

  2004  

Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A., Inc.); and Chief Compliance Officer, The Invesco Funds

 

Formerly: Global Assurance Officer, Invesco Ltd. and Vice President, The Invesco Funds; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company.

  N/A   N/A

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

1000 Louisiana Street, Suite 5800

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


 

LOGO

 

 

Invesco mailing information

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

 

 

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.

   LOGO

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


 

 

LOGO

 

 

 

Annual Report to Shareholders

 

   August 31, 2015
 

 

Invesco S&P 500 Index Fund

 

 

Nasdaq:

A: SPIAX ¡ B: SPIBX ¡ C: SPICX ¡ Y: SPIDX

 

LOGO


 

Letters to Shareholders

 

LOGO

Philip Taylor

  

Dear Shareholders:

This annual report includes information about your Fund, including performance data and a complete list of its investments as of the close of the reporting period. Inside is a discussion of how your Fund was managed and the factors that affected its performance during the reporting period. I hope you find this report of interest.

The US economy expanded and unemployment declined throughout the reporting period. The sharp drop in oil prices that began in mid-2014 continued to benefit consumers, but a strong US dollar crimped corporate profits. The US Federal Reserve signaled that it was increasingly likely to raise interest rates, based on generally positive economic data, but uncertainty remained about when it would act. Overseas, the story was much different. Low energy prices hurt the economies of some oil-producing nations, such as Brazil and Russia. During the reporting period, the European Central Bank as well as central banks in China and

Japan – among other countries – either instituted or maintained extraordinarily accommodative monetary policies in response to economic weakness.

Investor uncertainty, such as we saw for much of the reporting period – and market volatility, such as we saw at the end of the reporting period – are unfortunate facts of life when it comes to investing. Some investors use these things as excuses to delay saving and investing for their long-term financial goals. That’s why Invesco encourages investors to work with a professional financial adviser who can stress the importance of starting to save and invest early and the importance of adhering to a disciplined investment plan – when times are good and when they’re uncertain. A financial adviser who knows your unique financial situation, investment goals and risk tolerance can be an invaluable partner as you seek to achieve your financial goals. He or she can offer a long-term perspective when markets are volatile and time-tested advice and guidance when your financial situation or investment goals change.

Timely information when and where you want it

Invesco’s efforts to help investors achieve their financial objectives include providing individual investors and financial professionals with timely information about the markets, the economy and investing – whenever and wherever they want it.

Our website, invesco.com/us, offers a wide range of market insights and investment perspectives. On the website, you’ll find detailed information about our funds, including prices, performance, holdings and portfolio manager commentaries. You can access information about your account by completing a simple, secure online registration. Click on the “Need to register” link in the “Account Access” box on our homepage to get started.

Invesco’s mobile apps for iPhone® and iPad® (both available free from the App StoreSM) allow you to obtain the same detailed information, monitor your account and create customizable watch lists. Also, they allow you to access investment insights from our investment leaders, market strategists, economists and retirement experts. You can sign up to be alerted when new commentary is added, and you can watch portfolio manager videos and have instant access to Invesco news and updates wherever you may be.

In addition to the resources accessible on our website and through our mobile app, you can obtain timely updates to help you stay informed about the markets, the economy and investing by connecting with Invesco on Twitter, LinkedIn or Facebook. You can access our blog at blog.invesco.us.com. Our goal is to provide you the information you want, when and where you want it.

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,

LOGO

Philip Taylor

Senior Managing Director, Invesco Ltd.

iPhone and iPad are trademarks of Apple Inc., registered in the US and other countries. App Store is a service mark of Apple Inc. Invesco Distributors, Inc. is not affiliated with Apple Inc.

 

2                          Invesco S&P 500 Index Fund


LOGO

Bruce Crockett

  

Dear Fellow Shareholders:

Among the many important lessons I’ve learned in more than 40 years in a variety of business endeavors is the value of a trusted advocate.

As independent chair of the Invesco Funds Board, I can assure you that the members of the Board are strong advocates for the interests of investors in Invesco’s mutual funds. We work hard to represent your interests through oversight of the quality of the investment management services your funds receive and other matters important to your investment, including but not limited to:

n Ensuring that Invesco offers a diverse lineup of mutual funds that your financial adviser can use to strive to meet your financial needs as your investment goals change over time.

n Monitoring how the portfolio management teams of the Invesco funds are performing in light of changing economic and market conditions.

n  

Assessing each portfolio management team’s investment performance within the context of the investment strategy described in the fund’s prospectus.

n  

Monitoring for potential conflicts of interests that may impact the nature of the services that your funds receive.

We believe one of the most important services we provide our fund shareholders is the annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This review is required by the Investment Company Act of 1940 and focuses on the nature and quality of the services Invesco provides as the adviser to the Invesco funds and the reasonableness of the fees that it charges for those services. Each year, we spend months carefully reviewing information received from Invesco and a variety of independent sources, such as performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field. We also meet with our independent legal counsel and other independent advisers to review and help us assess the information that we have received. Our goal is to assure that you receive quality investment management services for a reasonable fee.

I trust the measures outlined above provide assurance that you have a worthy advocate when it comes to choosing the Invesco Funds.

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,

 

LOGO

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, 2015, Invesco S&P 500 Index Fund (the Fund) sought to provide investment results that, before expenses, corresponded to the total return of the S&P 500 Index.

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

 

 

Fund vs. Indexes

Total returns, 8/31/14 to 8/31/15, 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

     -0.05

Class B Shares

     -0.85   

Class C Shares

     -0.81   

Class Y Shares

     0.17   

S&P 500 Indexq (Broad Market/Style-Specific Index)

     0.48   

Lipper S&P 500 Objective Funds Indexn (Peer Group Index)

     0.23   

 

Source(s): qFactSet Research Systems Inc.; nLipper Inc.

  

 

 

Market conditions and your Fund

The US economy improved slowly, but somewhat steadily, during the fiscal year ended August 31, 2015 – although the performance of the underlying sectors of the economy varied dramatically. The headline story was the massive slowdown in energy markets, as oil prices plummeted when too much supply overwhelmed slowing global demand. However the more subtle story, which drove the economy forward during the year, was the improved position of the US consumer.

As the reporting period began, economic growth appeared to be stronger in the US than in the rest of the world. In mid-2014, when the price of oil began its sharp and prolonged decline, US equities fell as well. However, while global growth weakened and commodity-based economies and currencies underperformed those of the US, continued strengthening of the US consumer led US equity markets higher through the spring. Continued low interest rates, the increasing

availability of credit from lenders and an improving employment picture all contributed to higher consumer confidence. This strength also helped the market overcome summer fears that Greece and the eurozone would fail to reach an agreement on a financial bailout plan. In the final weeks of the fiscal year, however, US equity markets moved sharply lower. A significant downturn in China’s financial markets, weak global economic growth and the uncertain timing of a potential US interest rate increase were negatives for jittery US markets. While stocks were up slightly for the fiscal year, they ended the reporting period on a negative note.

Invesco S&P 500 Index Fund invests in stocks in approximately the same proportion as they are represented in the S&P 500 Index.

During the reporting period, sectors that contributed the most to overall Fund performance were the health care, consumer discretionary and consumer staples sectors. The industrials, materials, telecommunication services and energy

 

sectors detracted the most from Fund performance, with the energy sector being the largest detractor.

    Consumer discretionary holdings were some of the largest contributors to the Fund’s performance during the reporting period. Within the sector, Amazon.com posted earnings high above analyst estimates toward the end of the fiscal year due to its growing streaming business.

    Apple was also a top contributor to Fund performance during the reporting period. Apple announced increased earnings growth as a result of strong third quarter sales of iPhones and Mac computers, strong revenue from services and the successful launch of the Apple Watch.

    Visa also posted strong earnings results over the reporting period due to better-than-expected growth in its service and data processing revenue as well as an increase in international transactions.

    Many Fund holdings in the energy sector struggled due to the decrease in oil prices from oversupply during the fiscal year. Two of the top detractors in this sector were Exxon Mobil and Chevron.

    Another top detractor from Fund performance was International Business Machines. The company posted disappointing earnings due to slowing international sales and a stronger US dollar during the fiscal year.

    Please note that the Fund’s strategy is principally implemented through equity investments, but the Fund also may use S&P 500 futures contracts, a derivative instrument, to gain exposure to the equity market. During the reporting period, the Fund invested in S&P 500 futures contracts, which generated a negative return and was a slight detractor from Fund performance. Derivatives can be a cost-effective way to gain exposure to asset classes. However, derivatives

 

    

 

Portfolio Composition

By sector

 

Information Technology      19.7

Financials

     16.4   

Health Care

     15.0   
Consumer Discretionary      12.7   

Industrials

     9.8   

Consumer Staples

     9.6   
Energy      7.2   

Materials

     2.9   

Utilities

     2.9   
Telecommunication Services      2.4   
Money Market Funds Plus Other Assets Less Liabilities      1.4   

 

Top 10 Equity Holdings*

 

  1.

 

Apple Inc.

     3.7

  2.

 

Microsoft Corp.

     2.0   

  3.

 

Exxon Mobil Corp.

     1.8   

  4.

 

Johnson & Johnson

     1.5   

  5.

 

General Electric Co.

     1.4   

  6.

 

Wells Fargo & Co.

     1.4   

  7.

 

Berkshire Hathaway Inc.-
Class B

     1.4   

  8.

 

JPMorgan Chase & Co.

     1.4   

  9.

 

AT&T Inc.

     1.2   

10.

 

Pfizer Inc.

     1.1   

Total Net Assets

  $ 752.7 million   

Total Number of Holdings*

    503

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


may amplify traditional investment risks through the creation of leverage and may be less liquid than traditional securities.

We welcome new investors who joined the Fund during the fiscal year and thank all our shareholders for their investments in Invesco S&P 500 Index Fund.

The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

See important Fund and, if applicable, index disclosures later in this report.

    

LOGO

 

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.

 

LOGO

 

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.

 

LOGO

 

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.

 

LOGO  

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.

 

LOGO  

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 8/31/05

 

LOGO

1 Source: 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. 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

 

the returns based on those NAVs may differ from the NAVs 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 8/31/15, including maximum applicable sales charges

 

Class A Shares

        

Inception (9/26/97)

     5.19

10 Years

     6.03   

  5 Years

     13.94   

  1 Year

     -5.54   

Class B Shares

        

Inception (9/26/97)

     5.16

10 Years

     5.98   

  5 Years

     14.13   

  1 Year

     -5.78   

Class C Shares

        

Inception (9/26/97)

     4.74

10 Years

     5.83   

  5 Years

     14.38   

  1 Year

     -1.80   

Class Y Shares

        

Inception (9/26/97)

     5.78

10 Years

     6.89   

  5 Years

     15.52   

  1 Year

     0.17   

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. Performance figures do not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares. 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

Average Annual Total Returns

As of 6/30/15, the most recent calendar quarter end, including maximum applicable sales charges

Class A Shares

        

Inception (9/26/97)

     5.50

10 Years

     6.75   

  5 Years

     15.38   

  1 Year

     0.98   

Class B Shares

        

Inception (9/26/97)

     5.47

10 Years

     6.72   

  5 Years

     15.59   

  1 Year

     1.05   

Class C Shares

        

Inception (9/26/97)

     5.04

10 Years

     6.56   

  5 Years

     15.82   

  1 Year

     5.02   

Class Y Shares

        

Inception (9/26/97)

     6.08

10 Years

     7.63   

  5 Years

     16.99   

  1 Year

     7.06   

date of this report for Class A, Class B, Class C and Class Y shares was 0.59%, 1.35%, 1.35% and 0.35%, 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.

Fund performance reflects any applicable fee waivers and/or expense reimbursements. Had the adviser not waived fees and/or reimbursed expenses currently or in the past, returns would have been lower. See current prospectus for more information.

 

 

7                         Invesco S&P 500 Index Fund


 

Invesco S&P 500 Index Fund’s investment objective is total return through growth of capital and current income.

n  

Unless otherwise stated, information presented in this report is as of August 31, 2015, 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  

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 value of a derivative instrument depends largely on (and is derived from) the value of an underlying security, currency, commodity, interest rate, index or other asset (each referred to as an underlying asset). In addition to risks relating to the underlying assets, the use of derivatives may include other, possibly greater, risks, including counterparty, leverage and liquidity risks. Counter-party risk is the risk that the counter-party to the derivative contract will default on its obligation to pay the Fund the amount owed or otherwise perform under the derivative contract. Derivatives create leverage risk because they do not require payment up front equal to the economic exposure created by owning the derivative. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative, which may make the Fund’s returns more volatile and increase the risk of loss. Derivative

   

instruments may also be less liquid than more traditional investments and the Fund may be unable to sell or close out its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. Derivatives may also be harder to value, less tax efficient and subject to changing government regulation that could impact the Fund’s ability to use certain derivatives or their cost. Also, derivatives used for hedging or to gain or limit exposure to a particular market segment may not provide the expected benefits, particularly during adverse market conditions.

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  

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  

Indexing 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.

 

 

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

  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  

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 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.

 

 

Other information

n  

The returns shown in management’s discussion of Fund performance are based on net asset values (NAVs) 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 NAVs for shareholder transactions and

continued on page 6

 

 

8                         Invesco S&P 500 Index Fund


Schedule of Investments(a)

August 31, 2015

 

     Shares      Value  

Common Stocks & Other Equity Interests–98.62%

  

Advertising–0.14%   

Interpublic Group of Cos., Inc. (The)

    17,609       $ 332,458   

Omnicom Group Inc.

    10,418         697,798   
         1,030,256   
Aerospace & Defense–2.61%   

Boeing Co. (The)

    27,425         3,583,899   

General Dynamics Corp.

    13,317         1,891,413   

Honeywell International Inc.

    33,336         3,309,265   

L-3 Communications Holdings, Inc.

    3,511         370,305   

Lockheed Martin Corp.

    11,409         2,295,263   

Northrop Grumman Corp.

    8,263         1,352,984   

Precision Castparts Corp.

    5,894         1,357,093   

Raytheon Co.

    13,012         1,334,511   

Rockwell Collins, Inc.

    5,639         461,552   

Textron Inc.

    11,839         459,353   

United Technologies Corp.

    35,306         3,234,383   
         19,650,021   
Agricultural & Farm Machinery–0.16%   

Deere & Co.

    14,237         1,164,302   
Agricultural Products–0.16%   

Archer-Daniels-Midland Co.

    26,456         1,190,255   
Air Freight & Logistics–0.72%   

C.H. Robinson Worldwide, Inc.

    6,218         419,280   

Expeditors International of Washington, Inc.

    8,156         399,399   

FedEx Corp.

    11,241         1,693,007   

United Parcel Service, Inc.–Class B

    29,594         2,889,854   
         5,401,540   
Airlines–0.50%   

American Airlines Group Inc.

    29,544         1,151,625   

Delta Air Lines, Inc.

    35,025         1,533,395   

Southwest Airlines Co.

    28,499         1,045,913   
         3,730,933   
Alternative Carriers–0.07%   

Level 3 Communications, Inc.(b)

    12,545         561,138   
Aluminum–0.07%     

Alcoa Inc.

    55,849         527,773   
Apparel Retail–0.57%   

Gap, Inc. (The)

    11,212         367,866   

L Brands, Inc.

    10,458         877,426   

Ross Stores, Inc.

    17,646         857,948   

TJX Cos., Inc. (The)

    29,015         2,040,335   

Urban Outfitters, Inc.(b)

    4,151         128,100   
         4,271,675   
Apparel, Accessories & Luxury Goods–0.50%   

Coach, Inc.

    11,781         356,375   
     Shares      Value  
Apparel, Accessories & Luxury Goods–(continued)   

Fossil Group, Inc.(b)

    1,826       $ 112,445   

Hanesbrands, Inc.

    17,128         515,724   

Michael Kors Holdings Ltd.(b)

    8,472         368,193   

PVH Corp.

    3,525         419,405   

Ralph Lauren Corp.

    2,576         286,426   

Under Armour, Inc.–Class A(b)

    7,168         684,759   

VF Corp.

    14,498         1,050,090   
         3,793,417   
Application Software–0.71%   

Adobe Systems Inc.(b)

    20,267         1,592,378   

Autodesk, Inc.(b)

    9,707         453,802   

Citrix Systems, Inc.(b)

    6,834         465,464   

Intuit Inc.

    11,755         1,007,991   

salesforce.com, inc.(b)

    25,999         1,803,291   
         5,322,926   
Asset Management & Custody Banks–1.20%   

Affiliated Managers Group, Inc.(b)

    2,332         434,778   

Ameriprise Financial, Inc.

    7,734         871,390   

Bank of New York Mellon Corp. (The)

    47,828         1,903,554   

BlackRock, Inc.

    5,414         1,637,573   

Franklin Resources, Inc.

    16,632         674,927   

Invesco Ltd.(c)

    18,367         626,498   

Legg Mason, Inc.

    4,175         185,078   

Northern Trust Corp.

    9,354         653,283   

State Street Corp.

    17,555         1,262,556   

T. Rowe Price Group Inc.

    11,204         805,343   
         9,054,980   
Auto Parts & Equipment–0.33%   

BorgWarner, Inc.

    9,648         421,039   

Delphi Automotive PLC (United Kingdom)

    12,312         929,802   

Johnson Controls, Inc.

    27,925         1,148,834   
         2,499,675   
Automobile Manufacturers–0.54%   

Ford Motor Co.

    169,536         2,351,464   

General Motors Co.

    57,574         1,694,979   
         4,046,443   
Automotive Retail–0.44%   

Advance Auto Parts, Inc.

    3,120         546,780   

AutoNation, Inc.(b)

    3,234         193,523   

AutoZone, Inc.(b)

    1,351         967,302   

CarMax, Inc.(b)

    8,922         544,242   

O’Reilly Automotive, Inc.(b)

    4,305         1,033,501   
               3,285,348   
Biotechnology–3.18%   

Alexion Pharmaceuticals, Inc.(b)

    9,547         1,643,898   

Amgen Inc.

    32,424         4,921,315   
 

 

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

 

9                         Invesco S&P 500 Index Fund


     Shares      Value  
Biotechnology–(continued)   

Baxalta Inc.(b)

    23,209       $ 815,796   

Biogen Inc.(b)

    10,030         2,981,919   

Celgene Corp.(b)

    33,824         3,993,938   

Gilead Sciences, Inc.

    62,673         6,585,052   

Regeneron Pharmaceuticals, Inc.(b)

    3,214         1,650,389   

Vertex Pharmaceuticals Inc.(b)

    10,394         1,325,443   
               23,917,750   
Brewers–0.06%   

Molson Coors Brewing Co.–Class B

    6,807         463,489   
Broadcasting–0.24%   

CBS Corp.–Class B

    19,308         873,494   

Discovery Communications, Inc.–Class A(b)

    6,359         169,149   

Discovery Communications, Inc.–Class C(b)

    11,133         282,333   

Scripps Networks Interactive Inc.–Class A

    4,052         215,121   

TEGNA Inc.

    9,673         230,121   
               1,770,218   
Building Products–0.08%   

Allegion PLC

    4,111         245,057   

Masco Corp.

    14,822         388,781   
               633,838   
Cable & Satellite–1.13%   

Cablevision Systems Corp.–Class A

    9,401         236,623   

Comcast Corp.–Class A

    107,194         6,038,238   

Time Warner Cable Inc.

    12,054         2,242,285   
               8,517,146   
Casinos & Gaming–0.04%   

Wynn Resorts Ltd.

    3,476         260,874   
Coal & Consumable Fuels–0.02%     

CONSOL Energy Inc.

    9,757         148,599   
Commodity Chemicals–0.19%     

LyondellBasell Industries N.V.–Class A

    16,752         1,430,286   
Communications Equipment–1.49%   

Cisco Systems, Inc.

    216,897         5,613,295   

F5 Networks, Inc.(b)

    3,066         372,243   

Harris Corp.

    5,254         403,612   

Juniper Networks, Inc.

    14,985         385,264   

Motorola Solutions, Inc.

    7,915         513,050   

QUALCOMM, Inc.

    69,495         3,932,027   
               11,219,491   
Computer & Electronics Retail–0.09%   

Best Buy Co., Inc.

    12,486         458,736   

GameStop Corp.–Class A

    4,550         193,284   
               652,020   
Construction & Engineering–0.10%   

Fluor Corp.

    6,286         286,767   

Jacobs Engineering Group, Inc.(b)

    5,354         216,355   
     Shares      Value  
Construction & Engineering–(continued)   

Quanta Services, Inc.(b)

    9,032       $ 218,936   
               722,058   
Construction Machinery & Heavy Trucks–0.51%   

Caterpillar Inc.

    25,742         1,967,718   

Cummins Inc.

    7,150         870,513   

Joy Global Inc.

    4,194         101,579   

PACCAR Inc.

    15,130         892,216   
               3,832,026   
Construction Materials–0.13%   

Martin Marietta Materials, Inc.

    2,646         443,999   

Vulcan Materials Co.

    5,656         529,514   
               973,513   
Consumer Electronics–0.07%   

Garmin Ltd.

    5,142         193,391   

Harman International Industries, Inc.

    3,054         298,498   
               491,889   
Consumer Finance–0.78%   

American Express Co.

    37,254         2,858,127   

Capital One Financial Corp.

    23,302         1,811,731   

Discover Financial Services

    18,870         1,013,885   

Navient Corp.

    16,589         212,173   
               5,895,916   
Data Processing & Outsourced Services–2.32%   

Alliance Data Systems Corp.(b)

    2,645         680,268   

Automatic Data Processing, Inc.

    20,022         1,548,101   

Computer Sciences Corp.

    5,870         363,881   

Fidelity National Information Services, Inc.

    12,087         834,728   

Fiserv, Inc.(b)

    10,097         860,971   

MasterCard, Inc.–Class A

    41,332         3,817,837   

Paychex, Inc.

    13,940         622,560   

PayPal Holdings, Inc.(b)

    47,144         1,650,040   

Total System Services, Inc.

    6,994         320,535   

Visa Inc.–Class A

    82,438         5,877,830   

Western Union Co. (The)

    22,018         406,012   

Xerox Corp.

    44,254         450,063   
               17,432,826   
Department Stores–0.23%   

Kohl’s Corp.

    8,437         430,540   

Macy’s, Inc.

    14,345         840,760   

Nordstrom, Inc.

    6,012         438,155   
               1,709,455   
Distillers & Vintners–0.21%   

Brown-Forman Corp.–Class B

    6,644         651,776   

Constellation Brands, Inc.–Class A

    7,224         924,672   
               1,576,448   
Distributors–0.07%   

Genuine Parts Co.

    6,489         541,767   
 

 

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 Banks–5.13%   

Bank of America Corp.

    447,883       $ 7,318,408   

Citigroup Inc.

    129,396         6,920,098   

Comerica Inc.

    7,590         333,960   

JPMorgan Chase & Co.

    158,266         10,144,851   

U.S. Bancorp

    75,613         3,202,211   

Wells Fargo & Co.

    199,834         10,657,147   
               38,576,675   
Diversified Chemicals–0.59%   

Dow Chemical Co. (The)

    46,216         2,022,412   

E. I. du Pont de Nemours and Co.

    38,604         1,988,106   

Eastman Chemical Co.

    6,352         460,266   
               4,470,784   
Diversified Metals & Mining–0.06%   

Freeport-McMoRan Inc.

    44,353         471,916   
Diversified Support Services–0.05%   

Cintas Corp.

    4,048         344,039   
Drug Retail–1.08%   

CVS Health Corp.

    48,119         4,927,386   

Walgreens Boots Alliance, Inc.

    37,213         3,220,785   
               8,148,171   
Electric Utilities–1.67%   

American Electric Power Co., Inc.

    20,893         1,134,281   

Duke Energy Corp.

    29,491         2,091,207   

Edison International

    13,893         812,463   

Entergy Corp.

    7,655         500,101   

Eversource Energy

    13,545         639,866   

Exelon Corp.

    36,728         1,129,753   

FirstEnergy Corp.

    17,997         575,184   

NextEra Energy, Inc.

    18,939         1,863,787   

Pepco Holdings, Inc.

    10,780         247,724   

Pinnacle West Capital Corp.

    4,722         281,101   

PPL Corp.

    28,491         882,936   

Southern Co. (The)

    38,733         1,681,400   

Xcel Energy, Inc.

    21,617         729,141   
               12,568,944   
Electrical Components & Equipment–0.49%   

AMETEK, Inc.

    10,299         554,292   

Eaton Corp. PLC(b)

    19,919         1,136,578   

Emerson Electric Co.

    28,500         1,360,020   

Rockwell Automation, Inc.

    5,739         641,793   
               3,692,683   
Electronic Components–0.21%   

Amphenol Corp.–Class A

    13,173         689,738   

Corning Inc.

    53,672         923,695   
               1,613,433   
Electronic Equipment & Instruments–0.02%   

FLIR Systems, Inc.

    5,974         171,036   
     Shares      Value  
Electronic Manufacturing Services–0.14%   

TE Connectivity Ltd. (Switzerland)

    17,338       $ 1,027,970   
Environmental & Facilities Services–0.25%   

Republic Services, Inc.

    10,637         435,904   

Stericycle, Inc.(b)

    3,626         511,774   

Waste Management, Inc.

    18,157         908,939   
               1,856,617   
Fertilizers & Agricultural Chemicals–0.44%   

CF Industries Holdings, Inc.

    10,035         575,808   

FMC Corp.

    5,693         240,871   

Monsanto Co.

    20,303         1,982,588   

Mosaic Co. (The)

    13,234         540,344   
               3,339,611   
Food Distributors–0.13%   

Sysco Corp.

    25,321         1,009,548   
Food Retail–0.26%   

Kroger Co. (The)

    41,810         1,442,445   

Whole Foods Market, Inc.

    15,278         500,507   
               1,942,952   
Footwear–0.44%   

NIKE, Inc.–Class B

    29,698         3,318,751   
Gas Utilities–0.04%   

AGL Resources Inc.

    5,113         311,842   
General Merchandise Stores–0.50%   

Dollar General Corp.

    12,669         943,714   

Dollar Tree, Inc.(b)

    9,504         724,775   

Target Corp.

    27,228         2,115,888   
               3,784,377   
Gold–0.05%   

Newmont Mining Corp.

    22,552         384,963   
Health Care Distributors–0.62%   

AmerisourceBergen Corp.

    8,899         890,256   

Cardinal Health, Inc.

    14,108         1,160,665   

Henry Schein, Inc.(b)

    3,585         490,464   

McKesson Corp.

    9,874         1,950,905   

Patterson Cos. Inc.

    3,653         167,417   
               4,659,707   
Health Care Equipment–2.08%   

Abbott Laboratories

    63,490         2,875,462   

Baxter International Inc.

    23,209         892,386   

Becton, Dickinson and Co.

    8,928         1,259,027   

Boston Scientific Corp.(b)

    57,175         957,110   

C.R. Bard, Inc.

    3,165         613,345   

Edwards Lifesciences Corp.(b)

    4,586         646,076   

Intuitive Surgical, Inc.(b)

    1,570         802,192   

Medtronic PLC

    60,774         4,393,352   

St. Jude Medical, Inc.

    11,945         845,825   
 

 

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)   

Stryker Corp.

    12,748       $ 1,257,590   

Varian Medical Systems, Inc.(b)

    4,263         346,369   

Zimmer Biomet Holdings, Inc.

    7,275         753,399   
               15,642,133   
Health Care Facilities–0.24%   

HCA Holdings, Inc.(b)

    12,367         1,071,229   

Tenet Healthcare Corp.(b)

    4,266         210,015   

Universal Health Services, Inc.–Class B

    3,919         537,452   
               1,818,696   
Health Care REIT’s–0.33%   

Care Capital Properties, Inc.(b)

    1         16   

HCP, Inc.

    19,688         729,637   

Health Care REIT, Inc.

    14,969         948,286   

Ventas, Inc.

    14,110         776,332   
               2,454,271   
Health Care Services–0.52%   

DaVita HealthCare Partners Inc.(b)

    7,332         554,593   

Express Scripts Holding Co.(b)

    28,817         2,409,101   

Laboratory Corp. of America Holdings(b)

    4,298         506,347   

Quest Diagnostics Inc.

    6,124         415,207   
               3,885,248   
Health Care Supplies–0.04%   

DENTSPLY International Inc.

    5,961         312,416   
Health Care Technology–0.11%   

Cerner Corp.(b)

    13,058         806,462   
Home Entertainment Software–0.20%   

Activision Blizzard, Inc.

    21,368         611,766   

Electronic Arts Inc.(b)

    13,259         877,083   
               1,488,849   
Home Furnishings–0.10%   

Leggett & Platt, Inc.

    5,875         260,967   

Mohawk Industries, Inc.(b)

    2,648         521,577   
               782,544   
Home Improvement Retail–1.22%   

Home Depot, Inc. (The)

    55,396         6,451,418   

Lowe’s Cos., Inc.

    39,775         2,751,237   
               9,202,655   
Homebuilding–0.15%   

D.R. Horton, Inc.

    14,227         432,074   

Lennar Corp.–Class A

    7,612         387,451   

PulteGroup Inc.

    13,993         289,515   
               1,109,040   
Homefurnishing Retail–0.06%   

Bed Bath & Beyond Inc.(b)

    7,304         453,651   
Hotel and Resort REIT’s–0.08%   

Host Hotels & Resorts Inc.

    32,311         572,874   
     Shares      Value  
Hotels, Resorts & Cruise Lines–0.41%   

Carnival Corp.

    19,233       $ 946,841   

Marriott International Inc.–Class A

    8,793         621,313   

Royal Caribbean Cruises Ltd.

    7,032         619,941   

Starwood Hotels & Resorts Worldwide, Inc.

    7,286         520,730   

Wyndham Worldwide Corp.

    5,118         391,425   
               3,100,250   
Household Appliances–0.08%   

Whirlpool Corp.

    3,352         563,471   
Household Products–1.69%   

Clorox Co. (The)

    5,593         621,774   

Colgate-Palmolive Co.

    36,261         2,277,553   

Kimberly-Clark Corp.

    15,526         1,653,985   

Procter & Gamble Co. (The)

    115,700         8,176,519   
               12,729,831   
Housewares & Specialties–0.06%   

Newell Rubbermaid Inc.

    11,458         482,726   
Human Resource & Employment Services–0.04%   

Robert Half International, Inc.

    5,759         293,882   
Hypermarkets & Super Centers–0.93%   

Costco Wholesale Corp.

    18,741         2,624,677   

Wal-Mart Stores, Inc.

    67,299         4,356,264   
               6,980,941   
Independent Power Producers & Energy Traders–0.08%   

AES Corp. (The)

    29,103         349,236   

NRG Energy, Inc.

    14,221         283,282   
               632,518   
Industrial Conglomerates–2.32%   

3M Co.

    27,051         3,845,029   

Danaher Corp.

    26,261         2,285,232   

General Electric Co.(d)

    429,708         10,665,353   

Roper Technologies, Inc.

    4,285         694,556   
               17,490,170   
Industrial Gases–0.36%   

Air Products and Chemicals, Inc.

    8,242         1,150,006   

Airgas, Inc.

    2,853         275,372   

Praxair, Inc.

    12,294         1,300,090   
               2,725,468   
Industrial Machinery–0.65%   

Dover Corp.

    6,838         423,614   

Flowserve Corp.

    5,743         259,182   

Illinois Tool Works Inc.

    14,425         1,219,345   

Ingersoll-Rand PLC

    11,288         624,114   

Parker Hannifin Corp.

    5,913         636,594   

Pentair PLC (United Kingdom)

    7,660         423,521   

Snap-on Inc.

    2,486         397,188   

Stanley Black & Decker Inc.

    6,554         665,362   

Xylem, Inc.

    7,733         250,936   
               4,899,856   
 

 

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

 

12                         Invesco S&P 500 Index Fund


     Shares      Value  
Industrial REIT’s–0.11%     

Prologis, Inc.

    22,348       $ 849,224   
Insurance Brokers–0.31%     

Aon PLC

    12,014         1,122,588   

Marsh & McLennan Cos., Inc.

    22,960         1,233,641   
               2,356,229   
Integrated Oil & Gas–2.96%     

Chevron Corp.

    80,196         6,495,074   

Exxon Mobil Corp.

    178,311         13,416,120   

Occidental Petroleum Corp.

    32,757         2,391,588   
               22,302,782   
Integrated Telecommunication Services–2.34%   

AT&T Inc.

    262,035         8,699,562   

CenturyLink Inc.

    24,041         650,069   

Frontier Communications Corp.

    49,184         249,363   

Verizon Communications Inc.

    173,934         8,002,703   
               17,601,697   
Internet Retail–1.86%   

Amazon.com, Inc.(b)

    16,284         8,351,901   

Expedia, Inc.

    4,251         488,822   

Netflix Inc.(b)

    18,096         2,081,583   

Priceline Group Inc. (The)(b)

    2,209         2,758,246   

TripAdvisor Inc.(b)

    4,772         333,563   
               14,014,115   
Internet Software & Services–3.57%   

Akamai Technologies, Inc.(b)

    7,614         542,954   

eBay Inc.(b)

    47,144         1,278,074   

Facebook Inc.–Class A(b)

    89,821         8,032,692   

Google Inc.–Class A(b)

    12,204         7,905,995   

Google Inc.–Class C(b)

    12,239         7,566,762   

VeriSign, Inc.(b)

    4,468         308,024   

Yahoo! Inc.(b)

    37,219         1,199,941   
               26,834,442   
Investment Banking & Brokerage–0.97%   

Charles Schwab Corp. (The)

    49,294         1,497,552   

E*TRADE Financial Corp.(b)

    12,361         324,970   

Goldman Sachs Group, Inc. (The)

    17,133         3,231,284   

Morgan Stanley

    65,531         2,257,543   
               7,311,349   
IT Consulting & Other Services–1.34%   

Accenture PLC–Class A

    26,706         2,517,575   

Cognizant Technology Solutions Corp.–Class A(b)

    26,035         1,638,643   

International Business Machines Corp.

    39,055         5,775,844   

Teradata Corp.(b)

    6,054         176,958   
               10,109,020   
Leisure Products–0.09%   

Hasbro, Inc.

    4,776         356,242   
     Shares      Value  
Leisure Products–(continued)   

Mattel, Inc.

    14,428       $ 338,048   
               694,290   
Life & Health Insurance–0.91%   

Aflac, Inc.

    18,502         1,084,217   

Lincoln National Corp.

    10,789         547,973   

MetLife, Inc.

    47,585         2,384,009   

Principal Financial Group, Inc.

    11,686         588,390   

Prudential Financial, Inc.

    19,318         1,558,963   

Torchmark Corp.

    5,377         314,339   

Unum Group

    10,639         356,832   
               6,834,723   
Life Sciences Tools & Services–0.44%   

Agilent Technologies, Inc.

    14,208         515,892   

PerkinElmer, Inc.

    4,826         234,930   

Thermo Fisher Scientific, Inc.

    16,974         2,128,030   

Waters Corp.(b)

    3,550         430,899   
               3,309,751   
Managed Health Care–1.42%   

Aetna Inc.

    14,891         1,705,317   

Anthem, Inc.

    11,280         1,591,044   

Cigna Corp.

    10,974         1,545,029   

Humana Inc.

    6,386         1,167,297   

UnitedHealth Group Inc.

    40,594         4,696,726   
               10,705,413   
Metal & Glass Containers–0.07%   

Ball Corp.

    5,878         387,419   

Owens-Illinois, Inc.(b)

    6,875         143,344   
               530,763   
Motorcycle Manufacturers–0.07%   

Harley-Davidson, Inc.

    8,914         499,630   
Movies & Entertainment–1.59%   

Time Warner Inc.

    35,165         2,500,232   

Twenty-First Century Fox, Inc.–Class A

    75,459         2,066,822   

Viacom Inc.–Class B

    15,235         621,131   

Walt Disney Co. (The)

    66,572         6,782,355   
               11,970,540   
Multi-Line Insurance–0.67%   

American International Group, Inc.

    56,864         3,431,174   

Assurant, Inc.

    2,895         215,243   

Genworth Financial Inc.–Class A(b)

    21,211         109,873   

Hartford Financial Services Group, Inc. (The)

    17,907         822,827   

Loews Corp.

    12,669         461,785   
               5,040,902   
Multi-Sector Holdings–1.42%   

Berkshire Hathaway Inc.–Class B(b)

    77,777         10,425,229   

Leucadia National Corp.

    13,446         288,551   
               10,713,780   
 

 

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–1.13%     

Ameren Corp.

    10,346       $ 416,840   

CenterPoint Energy, Inc.

    18,346         341,603   

CMS Energy Corp.

    11,769         385,788   

Consolidated Edison, Inc.

    12,489         785,683   

Dominion Resources, Inc.

    25,308         1,765,233   

DTE Energy Co.

    7,646         596,847   

NiSource Inc.

    13,534         227,236   

PG&E Corp.

    20,475         1,015,150   

Public Service Enterprise Group Inc.

    21,572         868,273   

SCANA Corp.

    6,094         322,312   

Sempra Energy

    9,924         941,291   

TECO Energy, Inc.

    10,026         211,248   

WEC Energy Group, Inc.

    13,442         640,511   
               8,518,015   
Office REIT’s–0.24%     

Boston Properties, Inc.

    6,541         741,619   

SL Green Realty Corp.

    4,283         443,333   

Vornado Realty Trust

    7,466         650,960   
               1,835,912   
Office Services & Supplies–0.02%     

Pitney Bowes Inc.

    8,600         170,366   
Oil & Gas Drilling–0.10%     

Diamond Offshore Drilling, Inc.

    2,865         67,929   

Ensco PLC–Class A

    9,992         180,955   

Helmerich & Payne, Inc.

    4,590         270,856   

Transocean Ltd.

    14,565         207,260   
               727,000   
Oil & Gas Equipment & Services–1.10%   

Baker Hughes Inc.

    18,536         1,038,016   

Cameron International Corp.(b)

    8,161         544,829   

FMC Technologies, Inc.(b)

    9,846         342,444   

Halliburton Co.

    36,286         1,427,854   

National Oilwell Varco Inc.

    16,540         700,138   

Schlumberger Ltd.

    54,149         4,189,508   
               8,242,789   
Oil & Gas Exploration & Production–1.65%   

Anadarko Petroleum Corp.

    21,661         1,550,494   

Apache Corp.

    16,081         727,504   

Cabot Oil & Gas Corp.

    17,638         417,491   

Chesapeake Energy Corp.

    22,071         172,375   

Cimarex Energy Co.

    3,993         441,266   

ConocoPhillips

    52,580         2,584,307   

Devon Energy Corp.

    16,479         702,994   

EOG Resources, Inc.

    23,409         1,833,159   

EQT Corp.

    6,496         505,519   

Hess Corp.

    10,416         619,231   

Marathon Oil Corp.

    28,783         497,658   

Murphy Oil Corp.

    7,133         221,123   

Newfield Exploration Co.(b)

    6,941         231,205   
     Shares      Value  
Oil & Gas Exploration & Production–(continued)   

Noble Energy, Inc.

    18,253       $ 609,833   

Pioneer Natural Resources Co.

    6,366         783,400   

Range Resources Corp.

    7,100         274,202   

Southwestern Energy Co.(b)

    16,503         268,009   
               12,439,770   
Oil & Gas Refining & Marketing–0.63%   

Marathon Petroleum Corp.

    23,168         1,096,078   

Phillips 66

    23,127         1,828,652   

Tesoro Corp.

    5,369         494,002   

Valero Energy Corp.

    21,690         1,287,084   
               4,705,816   
Oil & Gas Storage & Transportation–0.70%   

Columbia Pipeline Group, Inc.

    13,534         343,222   

Kinder Morgan Inc.

    73,971         2,397,400   

ONEOK, Inc.

    8,902         320,561   

Spectra Energy Corp.

    28,629         832,245   

Williams Cos., Inc. (The)

    28,747         1,385,606   
               5,279,034   
Packaged Foods & Meats–1.51%   

Campbell Soup Co.

    7,578         363,668   

ConAgra Foods, Inc.

    18,211         759,034   

General Mills, Inc.(d)

    25,420         1,442,839   

Hershey Co. (The)

    6,257         560,127   

Hormel Foods Corp.

    5,746         351,081   

JM Smucker Co. (The)

    4,132         486,419   

Kellogg Co.

    10,684         708,136   

Keurig Green Mountain Inc.

    4,923         278,642   

Kraft Heinz Co. (The)

    25,258         1,835,246   

McCormick & Co., Inc.

    5,448         431,917   

Mead Johnson Nutrition Co.

    8,636         676,544   

Mondelez International Inc.–Class A

    69,369         2,938,471   

Tyson Foods, Inc.–Class A

    12,440         525,963   
               11,358,087   
Paper Packaging–0.18%   

Avery Dennison Corp.

    3,902         226,628   

Sealed Air Corp.

    8,961         461,044   

WestRock Co.

    11,118         659,853   
               1,347,525   
Paper Products–0.10%   

International Paper Co.

    18,033         777,944   
Personal Products–0.10%   

Estee Lauder Cos. Inc. (The)–Class A

    9,520         759,410   
Pharmaceuticals–6.39%   

AbbVie Inc.

    73,333         4,576,713   

Allergan PLC(b)

    16,735         5,083,089   

Bristol-Myers Squibb Co.

    71,090         4,227,722   

Eli Lilly and Co.

    41,647         3,429,631   

Endo International PLC(b)

    8,646         665,742   
 

 

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)   

Hospira, Inc.(b)

    7,367       $ 662,809   

Johnson & Johnson

    118,261         11,114,169   

Mallinckrodt PLC(b)

    4,987         430,079   

Merck & Co., Inc.

    120,486         6,488,171   

Mylan N.V.(b)

    17,553         870,453   

Perrigo Co. PLC

    6,236         1,141,001   

Pfizer Inc.

    262,606         8,461,165   

Zoetis Inc.

    21,321         956,673   
               48,107,417   
Property & Casualty Insurance–0.86%   

ACE Ltd.

    13,927         1,422,782   

Allstate Corp. (The)

    17,442         1,016,520   

Chubb Corp. (The)

    9,797         1,183,576   

Cincinnati Financial Corp.

    6,307         330,045   

Progressive Corp. (The)

    22,768         682,129   

Travelers Cos., Inc. (The)

    13,590         1,352,885   

XL Group PLC

    13,076         487,604   
               6,475,541   
Publishing–0.04%   

News Corp.–Class A(b)

    21,353         291,041   
Railroads–0.77%   

CSX Corp.

    42,133         1,153,601   

Kansas City Southern

    4,713         437,084   

Norfolk Southern Corp.

    12,999         1,012,752   

Union Pacific Corp.

    37,340         3,201,532   
               5,804,969   
Real Estate Services–0.05%   

CBRE Group, Inc.–Class A(b)

    11,927         381,903   
Regional Banks–0.98%   

BB&T Corp.

    33,138         1,223,455   

Fifth Third Bancorp

    34,540         688,037   

Huntington Bancshares Inc.

    34,480         376,177   

KeyCorp

    36,176         497,058   

M&T Bank Corp.

    5,669         670,303   

People’s United Financial Inc.

    13,181         204,305   

PNC Financial Services Group, Inc. (The)

    22,086         2,012,476   

Regions Financial Corp.

    57,161         548,174   

SunTrust Banks, Inc.

    22,014         888,705   

Zions Bancorp.

    8,665         251,285   
               7,359,975   
Research & Consulting Services–0.18%   

Dun & Bradstreet Corp. (The)

    1,533         162,452   

Equifax Inc.

    5,089         498,213   

Nielsen Holdings PLC

    15,740         711,920   
               1,372,585   
Residential REIT’s–0.38%   

Apartment Investment & Management Co.–Class A

    6,663         240,068   

AvalonBay Communities, Inc.

    5,636         930,278   
     Shares      Value  
Residential REIT’s–(continued)   

Equity Residential

    15,522       $ 1,105,943   

Essex Property Trust, Inc.

    2,786         597,931   
               2,874,220   
Restaurants–1.35%   

Chipotle Mexican Grill, Inc.(b)

    1,323         939,343   

Darden Restaurants, Inc.

    5,363         364,738   

McDonald’s Corp.

    40,876         3,884,037   

Starbucks Corp.

    63,991         3,500,948   

Yum! Brands, Inc.

    18,439         1,470,879   
               10,159,945   
Retail REIT’s–0.58%   

General Growth Properties, Inc.

    26,833         681,022   

Kimco Realty Corp.

    17,601         405,703   

Macerich Co. (The)

    6,005         457,461   

Realty Income Corp.

    9,916         443,146   

Simon Property Group, Inc.

    13,273         2,380,114   
               4,367,446   
Security & Alarm Services–0.12%   

ADT Corp. (The)

    7,304         239,425   

Tyco International PLC

    17,954         651,551   
               890,976   
Semiconductor Equipment–0.22%   

Applied Materials, Inc.

    52,523         844,833   

KLA-Tencor Corp.

    6,819         341,700   

Lam Research Corp.

    6,751         491,270   
               1,677,803   
Semiconductors–2.07%   

Altera Corp.

    12,839         623,333   

Analog Devices, Inc.

    13,370         746,848   

Avago Technologies Ltd. (Singapore)

    11,079         1,395,622   

Broadcom Corp.–Class A

    23,192         1,198,331   

First Solar, Inc.(b)

    3,181         152,179   

Intel Corp.

    202,317         5,774,127   

Linear Technology Corp.

    10,211         411,299   

Microchip Technology Inc.

    8,968         381,140   

Micron Technology, Inc.(b)

    45,943         753,925   

NVIDIA Corp.

    21,795         489,952   

Qorvo, Inc.(b)

    6,371         353,654   

Skyworks Solutions, Inc.

    8,148         711,728   

Texas Instruments Inc.

    44,367         2,122,517   

Xilinx, Inc.

    11,027         461,921   
               15,576,576   
Soft Drinks–1.91%   

Coca-Cola Co. (The)

    167,296         6,578,079   

Coca-Cola Enterprises, Inc.

    9,140         470,618   

Dr Pepper Snapple Group, Inc.

    8,175         627,268   

Monster Beverage Corp.(b)

    6,268         867,867   

PepsiCo, Inc.

    62,948         5,849,758   
               14,393,590   
 

 

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

 

15                         Invesco S&P 500 Index Fund


     Shares      Value  
Specialized Consumer Services–0.05%   

H&R Block, Inc.

    11,737       $ 399,293   
Specialized Finance–0.60%   

CME Group Inc.–Class A

    13,531         1,277,868   

Intercontinental Exchange, Inc.

    4,764         1,088,145   

McGraw Hill Financial, Inc.

    11,671         1,131,970   

Moody’s Corp.

    7,586         776,124   

NASDAQ OMX Group, Inc. (The)

    5,049         258,458   
               4,532,565   
Specialized REIT’s–0.78%   

American Tower Corp.

    18,042         1,663,292   

Crown Castle International Corp.

    14,391         1,200,066   

Equinix, Inc.

    2,438         657,699   

Iron Mountain Inc.

    7,990         226,437   

Plum Creek Timber Co., Inc.

    7,488         288,213   

Public Storage

    6,192         1,246,264   

Weyerhaeuser Co.

    22,079         616,887   
               5,898,858   
Specialty Chemicals–0.57%   

Ecolab Inc.

    11,427         1,247,143   

International Flavors & Fragrances Inc.

    3,450         377,947   

PPG Industries, Inc.

    11,592         1,104,602   

Sherwin-Williams Co. (The)

    3,377         863,870   

Sigma-Aldrich Corp.

    5,092         709,876   
               4,303,438   
Specialty Stores–0.23%   

Signet Jewelers Ltd.

    3,424         472,512   

Staples, Inc.

    27,321         388,231   

Tiffany & Co.

    4,791         394,060   

Tractor Supply Co.

    5,817         496,248   
               1,751,051   
Steel–0.08%   

Nucor Corp.

    13,609         589,134   
Systems Software–2.87%   

CA, Inc.

    13,499         368,388   

Microsoft Corp.

    344,996         15,014,226   

Oracle Corp.

    135,956         5,042,608   

Red Hat, Inc.(b)

    7,817         564,465   

Symantec Corp.

    29,030         594,825   
               21,584,512   
     Shares      Value  
Technology Hardware, Storage & Peripherals–4.56%   

Apple Inc.

    245,690       $ 27,704,004   

EMC Corp.

    82,822         2,059,783   

Hewlett-Packard Co.

    77,037         2,161,658   

NetApp, Inc.

    13,295         424,908   

SanDisk Corp.

    8,866         483,729   

Seagate Technology PLC

    13,534         695,648   

Western Digital Corp.

    9,255         758,540   
               34,288,270   
Thrifts & Mortgage Finance–0.03%   

Hudson City Bancorp, Inc.

    20,549         191,106   
Tires & Rubber–0.05%   

Goodyear Tire & Rubber Co. (The)

    11,503         342,444   
Tobacco–1.49%   

Altria Group, Inc.

    83,867         4,493,594   

Philip Morris International Inc.

    66,065         5,271,987   

Reynolds American Inc.

    17,726         1,484,552   
               11,250,133   
Trading Companies & Distributors–0.17%   

Fastenal Co.

    11,592         446,756   

United Rentals, Inc.(b)

    4,134         286,610   

W.W. Grainger, Inc.

    2,539         567,314   
               1,300,680   
Trucking–0.06%   

J.B. Hunt Transport Services, Inc.

    3,925         285,662   

Ryder System, Inc.

    2,289         187,629   
               473,291   

Total Common Stocks & Other Equity Interests (Cost $390,812,520)

   

     742,321,342   

Money Market Funds–1.41%

  

Liquid Assets Portfolio–Institutional Class, 0.12%(e)

    5,293,707         5,293,707   

Premier Portfolio–Institutional
Class, 0.09%(e)

    5,293,706         5,293,706   

Total Money Market Funds
(Cost $10,587,413)

   

     10,587,413   

TOTAL INVESTMENTS–100.03%
(Cost $401,399,933)

   

     752,908,755   

OTHER ASSETS LESS LIABILITIES–(0.03)%

  

     (212,858

NET ASSETS–100.00%

  

   $ 752,695,897   
 

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 the value was pledged as collateral to cover margin requirements for open futures contracts. See Note 1I and Note 4.
(e)  The money market fund and the Fund are affiliated by having the same investment adviser. The rate shown is the 7-day SEC standardized yield as of August 31, 2015.

 

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, 2015

 

 

Assets:

  

Investments, at value (Cost $390,368,619)

  $ 741,694,844   

Investments in affiliates, at value (Cost $11,031,314)

    11,213,911   

Total investments, at value (Cost $401,399,933)

    752,908,755   

Cash

    578,853   

Receivable for:

 

Fund shares sold

    1,906,764   

Dividends

    1,663,217   

Investment for trustee deferred compensation and retirement plans

    61,749   

Other assets

    31,638   

Total assets

    757,150,976   

Liabilities:

  

Payable for:

 

Investments purchased

    624,138   

Fund shares reacquired

    2,873,320   

Variation margin — futures contracts

    128,297   

Accrued fees to affiliates

    682,383   

Accrued trustees’ and officers’ fees and benefits

    4,153   

Accrued other operating expenses

    70,688   

Trustee deferred compensation and retirement plans

    72,100   

Total liabilities

    4,455,079   

Net assets applicable to shares outstanding

  $ 752,695,897   

Net assets consist of:

  

Shares of beneficial interest

  $ 453,738,286   

Undistributed net investment income

    7,843,344   

Undistributed net realized gain (loss)

    (59,795,686

Net unrealized appreciation

    350,909,953   
    $ 752,695,897   

Net Assets:

  

Class A

  $ 534,656,422   

Class B

  $ 5,116,665   

Class C

  $ 164,875,928   

Class Y

  $ 48,046,882   

Shares outstanding, $0.01 par value per share,
with an unlimited number of shares authorized:

   

Class A

    24,962,589   

Class B

    244,349   

Class C

    7,965,539   

Class Y

    2,217,256   

Class A:

 

Net asset value per share

  $ 21.42   

Maximum offering price per share

 

(Net asset value of $21.42 ¸ 94.50%)

  $ 22.67   

Class B:

 

Net asset value and offering price per share

  $ 20.94   

Class C:

 

Net asset value and offering price per share

  $ 20.70   

Class Y:

 

Net asset value and offering price per share

  $ 21.67   
 

 

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, 2015

 

Investment income:

  

Dividends (net of foreign withholding taxes of $6,025)

  $ 15,445,808   

Dividends from affiliates

    28,766   

Total investment income

    15,474,574   

Expenses:

 

Advisory fees

    917,981   

Administrative services fees

    190,947   

Custodian fees

    35,874   

Distribution fees:

 

Class A

    1,419,504   

Class B

    67,736   

Class C

    1,506,764   

Transfer agent fees

    1,031,195   

Trustees’ and officers’ fees and benefits

    30,471   

Other

    355,181   

Total expenses

    5,555,653   

Less: Fees waived and expense offset arrangement(s)

    (24,471

Net expenses

    5,531,182   

Net investment income

    9,943,392   

Realized and unrealized gain (loss) from:

 

Net realized gain from:

 

Investment securities

    10,735,996   

Futures contracts

    1,400,393   
      12,136,389   

Change in net unrealized appreciation (depreciation) of:

 

Investment securities

    (23,565,691

Futures contracts

    (787,306
      (24,352,997

Net realized and unrealized gain (loss)

    (12,216,608

Net increase (decrease) in net assets resulting from operations

  $ (2,273,216

 

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, 2015 and 2014

 

     2015      2014  

Operations:

  

  

Net investment income

  $ 9,943,392       $ 8,742,956   

Net realized gain

    12,136,389         11,844,995   

Change in net unrealized appreciation (depreciation)

    (24,352,997      121,029,821   

Net increase (decrease) in net assets resulting from operations

    (2,273,216      141,617,772   

Distributions to shareholders from net investment income:

    

Class A

    (6,708,197      (7,179,915

Class B

    (41,456      (81,335

Class C

    (776,453      (813,327

Class Y

    (488,719      (436,370

Total distributions from net investment income

    (8,014,825      (8,510,947

Share transactions–net:

    

Class A

    (17,280,449      (14,239,028

Class B

    (3,038,091      (4,900,844

Class C

    43,635,887         10,893,429   

Class Y

    24,505,883         (2,285,605

Net increase (decrease) in net assets resulting from share transactions

    47,823,230         (10,532,048

Net increase in net assets

    37,535,189         122,574,777   

Net assets:

    

Beginning of year

    715,160,708         592,585,931   

End of year (includes undistributed net investment income of $7,843,344 and $5,900,382, respectively)

  $ 752,695,897       $ 715,160,708   

Notes to Financial Statements

August 31, 2015

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 thirteen 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 through growth of capital and current income.

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 securities) 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 asked 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 asked prices. For purposes of determining net asset value (“NAV”) 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.

 

19                         Invesco S&P 500 Index Fund


Debt obligations (including convertible securities) 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/asked quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.

The Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain Fund investments.

Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general 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 (net of withholding tax, if any) 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 the Statement of Changes in Net Assets, or the net investment income per share and the 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 net investment 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.

 

20                         Invesco S&P 500 Index Fund


The Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed the Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally, the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.

F. Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund and which are directly attributable to that class are charged to the operations of such class. All other expenses are allocated among the classes based on relative net assets.
G. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
H. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of 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 (“Counterparties”) 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%   

For the year ended August 31, 2015, the effective advisory fees incurred by the Fund was 0.12%.

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 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 Affiliated Sub-Adviser(s).

The Adviser has contractually agreed, through at least June 30, 2016, 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, 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 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 Invesco continues the fee waiver agreement, it will terminate on June 30, 2016. The fee waiver agreement cannot be terminated during its term. 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, 2017, 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.

 

21                         Invesco S&P 500 Index Fund


For the year ended August 31, 2015, the Adviser waived advisory fees of $23,647.

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, 2015, 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, 2015, 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, 2015, 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, 2015, IDI advised the Fund that IDI retained $92,086 in front-end sales commissions from the sale of Class A shares and $820, $2,731 and $15,543 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, 2015. 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

  $ 752,908,755         $         $         $ 752,908,755   

Futures Contracts*

    (598,869                            (598,869

Total Investments

  $ 752,309,886         $         $         $ 752,309,886   

 

* 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, 2015:

 

    Value  
Risk Exposure/Derivative Type   Assets        Liabilities  

Equity risk:

      

Futures contracts(a)

  $         $ (598,869

 

(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, 2015

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
Contracts
 

Realized Gain:

 

Equity Risk

  $ 1,400,393   

Change in Net Unrealized Appreciation (Depreciation):

 

Equity Risk

    (787,306

Total

  $ 613,087   

The table below summarizes the average notional value of futures contracts outstanding during the period.

 

     Futures
Contracts
 

Average notional value

  $ 16,770,203   

 

Open Futures Contracts — Equity Risk  
Futures Contracts   Type of
Contract
     Number of
Contracts
     Expiration
Month
     Notional
Value
     Unrealized
Appreciation
(Depreciation)
 

E-Mini S&P 500 Index

    Long         121         September-2015       $ 11,913,660       $ (598,869

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, 2015.

 

    

Value

08/31/14

     Purchases
at Cost
     Proceeds
from Sales
     Change in
Unrealized
Appreciation
(Depreciation)
     Realized
Gain
    

Value

08/31/15

     Dividend
Income
 

Invesco Ltd.

  $ 702,489       $ 49,885       $ (4,185    $ (121,801    $ 110       $ 626,498       $ 18,578   

NOTE 6—Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in demand deposit accounts used by the transfer agent for clearing shareholder transactions. For the year ended August 31, 2015, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $824.

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 were eligible to participate in a retirement plan that provided 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.

 

23                         Invesco S&P 500 Index Fund


NOTE 9—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended August 31, 2015 and 2014:

 

     2015        2014  

Ordinary income

  $ 8,014,825         $ 8,510,947   

Tax Components of Net Assets at Period-End:

 

     2015  

Undistributed ordinary income

  $ 7,916,773   

Net unrealized appreciation — investments

    329,020,762   

Temporary book/tax differences

    (73,429

Capital loss carryforward

    (37,906,495

Shares of beneficial interest

    453,738,286   

Total net assets

  $ 752,695,897   

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. Capital losses generated in years beginning after December 22, 2010 can be carried forward for an unlimited period, whereas previous losses expire in eight tax years. 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. Capital loss carryforwards with no expiration date 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 carryforwards in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

The Fund has a capital loss carryforward as of August 31, 2015, which expires as follows:

 

Capital Loss Carryforward*  
Expiration   Short-Term        Long-Term        Total  

August 31, 2017

  $ 7,791,415         $         $ 7,791,415   

August 31, 2018

    19,847,354                     19,847,354   

August 31, 2019

    10,267,726                     10,267,726   
    $ 37,906,495         $         $ 37,906,495   

 

* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code and may be further limited depending upon a variety of factors, including the realization of net unrealized gains or losses as of the date of any 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, 2015 was $81,101,344 and $31,194,883, 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

  $ 341,490,015   

Aggregate unrealized (depreciation) of investment securities

    (12,469,253

Net unrealized appreciation of investment securities

  $ 329,020,762   

Cost of investments for tax purposes is $423,887,993.

NOTE 11—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of fair fund settlements and return of capital adjustments, on August 31, 2015, undistributed net investment income was increased by $14,395, undistributed net realized gain (loss) was decreased by $5,133 and shares of beneficial interest was decreased by $9,262. 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  
    Years ended August 31,  
    2015(a)      2014  
     Shares      Amount      Shares      Amount  

Sold:

          

Class A

    4,466,067       $ 98,414,922         3,235,124       $ 64,183,686   

Class B

    27,111         593,239         42,427         815,218   

Class C

    2,802,822         60,071,002         1,352,961         26,035,607   

Class Y

    1,679,230         37,709,460         848,531         17,239,541   

Issued as reinvestment of dividends:

          

Class A

    281,199         6,051,415         341,048         6,486,732   

Class B

    1,732         36,649         3,781         70,771   

Class C

    32,806         685,648         39,586         732,740   

Class Y

    21,191         460,483         21,684         416,553   

Automatic conversion of Class B shares to Class A shares:

          

Class A

    106,759         2,375,610         196,646         3,877,345   

Class B

    (108,964      (2,375,610      (200,486      (3,877,345

Reacquired:

          

Class A

    (5,598,294      (124,122,396      (4,501,173      (88,786,791

Class B

    (59,315      (1,292,369      (99,776      (1,909,488

Class C

    (798,622      (17,120,763      (823,310      (15,874,918

Class Y

    (616,691      (13,664,060      (998,411      (19,941,699

Net increase (decrease) in share activity

    2,237,031       $ 47,823,230         (541,368    $ (10,532,048

 

(a)  There are entities that are record owners of more than 5% of the outstanding shares of the Fund and own, in the aggregate, 59% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as, securities brokerage, distribution, third party record keeping and account servicing. The Fund 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)
    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 08/31/15

  $ 21.69      $ 0.32      $ (0.33   $ (0.01   $ (0.26   $ 21.42        (0.05 )%    $ 534,656        0.58 %(d)      0.58 %(d)      1.44 %(d)      4

Year ended 08/31/14

    17.67        0.29        4.01        4.30        (0.28     21.69        24.54 (e)      557,688        0.59 (e)      0.59 (e)      1.45 (e)      5   

Year ended 08/31/13

    15.26        0.27        2.43        2.70        (0.29     17.67        18.04        467,234        0.62        0.62        1.64        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   

Class B

                       

Year ended 08/31/15

    21.24        0.15        (0.33     (0.18     (0.12     20.94        (0.85     5,117        1.33 (d)      1.33 (d)      0.69 (d)      4   

Year ended 08/31/14

    17.32        0.13        3.94        4.07        (0.15     21.24        23.60        8,150        1.35        1.35        0.69        5   

Year ended 08/31/13

    14.96        0.14        2.40        2.54        (0.18     17.32        17.14        11,045        1.37        1.37        0.89        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   

Class C

                       

Year ended 08/31/15

    20.99        0.15        (0.32     (0.17     (0.12     20.70        (0.81     164,876        1.33 (d)      1.33 (d)      0.69 (d)      4   

Year ended 08/31/14

    17.12        0.13        3.89        4.02        (0.15     20.99        23.59        124,452        1.35        1.35        0.69        5   

Year ended 08/31/13

    14.79        0.14        2.37        2.51        (0.18     17.12        17.14 (f)      91,761        1.36 (f)      1.36 (f)      0.90 (f)      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 (f)      68,753        1.27 (f)      1.27 (f)      0.76 (f)      4   

Class Y

                       

Year ended 08/31/15

    21.94        0.38        (0.34     0.04        (0.31     21.67        0.17        48,047        0.33 (d)      0.33 (d)      1.69 (d)      4   

Year ended 08/31/14

    17.87        0.34        4.05        4.39        (0.32     21.94        24.83        24,870        0.35        0.35        1.69        5   

Year ended 08/31/13

    15.43        0.32        2.45        2.77        (0.33     17.87        18.33        22,546        0.37        0.37        1.89        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   

 

(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 $567,802, $6,774, $150,676 and $39,733 for Class A, Class B, Class C and Class Y shares, respectively.
(e)  The total return, ratio of expenses to average net assets and ratio of net investment income to average net assets reflect actual 12b-1 fees of 0.24% for the year ended August 31, 2014.
(f)  The total return, ratio of expenses to average net assets and ratio of net investment income to average net assets reflect actual 12b-1 fees of 0.99% and 0.91% for the years ended August 31, 2013 and 2011, respectively.

 

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, 2015, 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, 2015 by correspondence with the custodian and brokers, and the application of alternative auditing procedures where confirmations of security purchases have not been received, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

October 27, 2015

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, 2015 through August 31, 2015.

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
(03/01/15)
    ACTUAL     HYPOTHETICAL
(5% annual return before
expenses)
    Annualized
Expense
Ratio
 
    Ending
Account Value
(08/31/15)1
    Expenses
Paid During
Period2
    Ending
Account Value
(08/31/15)
    Expenses
Paid During
Period2
   
A   $ 1,000.00      $ 944.50      $ 2.84      $ 1,022.28      $ 2.96        0.58
B     1,000.00        940.70        6.51        1,018.50        6.77        1.33   
C     1,000.00        940.90        6.51        1,018.50        6.77        1.33   
Y     1,000.00        945.50        1.62        1,023.54        1.68        0.33   

 

1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2015 through August 31, 2015, 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 agreements. During contract renewal meetings held on June 9-10, 2015, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% of the Board, voting separately, approved the continuance for the Fund of the Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) and the Master Intergroup Sub-Advisory Contract for Mutual Funds with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts) for another year, effective July 1, 2015.

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 Board determined that continuation of the Fund’s investment advisory agreement and the sub-advisory contracts is in the best interest of the Fund and its shareholders and that 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 performance and investment management services provided by Invesco Advisers and the Affiliated Sub-Advisers to 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 Board had the benefit of reports from the Sub-Committees and Investments Committee throughout the year in considering approval of the continuance of each Invesco Fund’s investment advisory agreement and sub-advisory contracts for another year.

During the contract renewal process, the Board receives 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 Board also receives a report and this 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. 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.

The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation. The Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these 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 is a summary of 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 10, 2015, and does not reflect consideration of factors that became known to the Board after that date.

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. 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. 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, valuation and legal and compliance.

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 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 in the fourth quintile of its performance universe for the one and three year periods and the third 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

 

 

29                         Invesco S&P 500 Index Fund


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, but that Lipper does not provide information on a fund by fund basis as to what is included. The Board noted 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 rate was the same as the rate of one such mutual fund.

The Board noted that Invesco Advisers and the Affiliated Sub-Advisers do not manage 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.

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. 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 Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its affiliates provide to the Invesco Funds. The Board noted that although Invesco Advisers received a minimal amount of revenues from advising the Fund, Invesco Advisers and its subsidiaries did not make a profit from managing the Fund. 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 providing 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; and that the services are required for the operation of the Fund.

The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research 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 that it receives 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 with respect to investments in the affiliated money market 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 amount of advisory fees received by Invesco Advisors from the Fund’s investment of cash collateral from any securities lending arrangements in the affiliated money market funds is fair and reasonable.

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

 

 

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, 2015:

 

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.

 

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).

  144   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), Invesco Canada Holdings Inc. (holding company), Trimark Investments Ltd./Placements Trimark Ltèe and Invesco Financial Services Ltd/Services Financiers Invesco Ltèe; Chief Executive Officer, Invesco Corporate Class 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), Short-Term Investments Trust and Invesco Management Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management 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: Chief Executive Officer, Invesco Canada Fund Inc (corporate mutual fund company); 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; 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), and Short-Term Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc..

  144   None

 

1  Mr. Flanagan is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) 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.

 

2  Mr. Taylor is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer and a director of the Adviser.

 

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; Chairman, Board of Governors of INTELSAT (international communications company); ACE Limited (insurance company); Independent Directors Council and Investment Company Institute

  144   ALPS (Attorneys Liability Protection Society) (insurance company) and Globe Specialty Metals, Inc. (metallurgical company)

David C. Arch — 1945

Trustee

  2010   Chairman of Blistex Inc., a consumer health care products manufacturer   144   Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan; Member of the Audit Committee of the Edward-Elmhurst Hospital

James T. Bunch — 1942

Trustee

  2000  

Managing Member, Grumman Hill Group LLC (family office/private equity investments)

 

Formerly: Founder, Green Manning & Bunch Ltd. (investment banking firm) (1988-2010); Executive Committee, United States Golf Association; and Chairman, Board of Governors, Western Golf Association

  144   Chairman of the Board of Trustees, Evans Scholars Foundation; and Chairman of the Board, 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

  144   Director of Quidel Corporation and Stericycle, 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); Nature’s Sunshine Products, Inc. and Reich & Tang Funds (5 portfolios) (registered investment company)

 

Formerly: Director, Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company); 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)

  144   Director of: Nature’s Sunshine Products, Inc., Reich & Tang Funds, Homeowners of America Holding Corporation/ Homeowners of America Insurance Company, the Boss Group

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

  144   Insperity, Inc. (formerly known as Administaff)

Prema Mathai-Davis — 1950

Trustee

  2003   Retired. Formerly: Chief Executive Officer, YWCA of the U.S.A.   144   None

Larry Soll — 1942

Trustee

  1997   Retired. Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)   144   None

Hugo F. Sonnenschein — 1940

Trustee

  2010   President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to 2000, President of the University of Chicago   144   Trustee of the University of Rochester and a member of its investment committee; Member of the National Academy of Sciences and the American Philosophical Society; Fellow of the American Academy of Arts and Sciences
Raymond Stickel, Jr. — 1944 Trustee   2005   Retired. Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche   144   None

 

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)

Suzanne H. Woolsey — 1941

Trustee

  2014   Chief Executive Officer of Woolsey Partners LLC   144   Emeritus Chair of the Board of Trustees of the Institute for Defense Analyses; Trustee of Colorado College; Trustee of California Institute of Technology; Prior to 2014, Director of Fluor Corp.; Prior to 2010, Trustee of the German Marshall Fund of the United States; Prior to 2010 Trustee of the Rocky Mountain Institute
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; Managing Director, 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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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
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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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

 

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)                
Karen Dunn Kelley — 1960
Vice President
  2003  

Senior Managing Director, Investments, Invesco Ltd.; 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; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust); and President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust only)

 

Formerly: Director and President, INVESCO Asset Management (Bermuda) Ltd., 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.; 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), and Short-Term Investments Trust only)

  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, and PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Commodity Fund Trust; Anti-Money Laundering Compliance Officer and Bank Secrecy Act Officer, INVESCO National Trust Company and Invesco Trust Company; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, Inc..   N/A   N/A

Lisa O. Brinkley — 1959

Chief Compliance Officer

  2004  

Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A., Inc.); and Chief Compliance Officer, The Invesco Funds

 

Formerly: Global Assurance Officer, Invesco Ltd. and Vice President, The Invesco Funds; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company.

  N/A   N/A

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

1000 Louisiana Street, Suite 5800

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


 

LOGO

 

 

Invesco mailing information

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

 

 

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.

   LOGO

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


 

 

 

LOGO

 

 

 

 

 

Annual Report to Shareholders

 

   August 31, 2015
 

 

Invesco Small Cap Discovery Fund

 

 

Nasdaq:

A: VASCX ¡ B: VBSCX ¡ C: VCSCX ¡ Y: VISCX ¡ R5: VESCX ¡ R6: VFSCX

 

 

LOGO


 

Letters to Shareholders

 

 

LOGO

Philip Taylor

    

Dear Shareholders:

This annual report includes information about your Fund, including performance data and a complete list of its investments as of the close of the reporting period. Inside is a discussion of how your Fund was managed and the factors that affected its performance during the reporting period. I hope you find this report of interest.

    The US economy expanded and unemployment declined throughout the reporting period. The sharp drop in oil prices that began in mid-2014 continued to benefit consumers, but a strong US dollar crimped corporate profits. The US Federal Reserve signaled that it was increasingly likely to raise interest rates, based on generally positive economic data, but uncertainty remained about when it would act. Overseas, the story was much different. Low energy prices hurt the economies of some oil-producing nations, such as Brazil and Russia. During the reporting period, the European Central Bank as well as central banks in China and Japan – among other countries – either instituted or maintained extraordinarily accommodative monetary policies in response to economic weakness.

Investor uncertainty, such as we saw for much of the reporting period – and market volatility, such as we saw at the end of the reporting period – are unfortunate facts of life when it comes to investing. Some investors use these things as excuses to delay saving and investing for their long-term financial goals. That’s why Invesco encourages investors to work with a professional financial adviser who can stress the importance of starting to save and invest early and the importance of adhering to a disciplined investment plan – when times are good and when they’re uncertain. A financial adviser who knows your unique financial situation, investment goals and risk tolerance can be an invaluable partner as you seek to achieve your financial goals. He or she can offer a long-term perspective when markets are volatile and time-tested advice and guidance when your financial situation or investment goals change.

Timely information when and where you want it

Invesco’s efforts to help investors achieve their financial objectives include providing individual investors and financial professionals with timely information about the markets, the economy and investing – whenever and wherever they want it.

Our website, invesco.com/us, offers a wide range of market insights and investment perspectives. On the website, you’ll find detailed information about our funds, including prices, performance, holdings and portfolio manager commentaries. You can access information about your account by completing a simple, secure online registration. Click on the “Need to register” link in the “Account Access” box on our homepage to get started.

Invesco’s mobile apps for iPhone® and iPad® (both available free from the App StoreSM) allow you to obtain the same detailed information, monitor your account and create customizable watch lists. Also, they allow you to access investment insights from our investment leaders, market strategists, economists and retirement experts. You can sign up to be alerted when new commentary is added, and you can watch portfolio manager videos and have instant access to Invesco news and updates wherever you may be.

In addition to the resources accessible on our website and through our mobile app, you can obtain timely updates to help you stay informed about the markets, the economy and investing by connecting with Invesco on Twitter, LinkedIn or Facebook. You can access our blog at blog.invesco.us.com. Our goal is to provide you the information you want, when and where you want it.

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,

 

   LOGO

Philip Taylor

Senior Managing Director, Invesco Ltd.

 

 

iPhone and iPad are trademarks of Apple Inc., registered in the US and other countries. App Store is a service mark of Apple Inc. Invesco Distributors, Inc. is not affiliated with Apple Inc.

 

2                         Invesco Small Cap Discovery Fund


LOGO

Bruce Crockett

    

Dear Fellow Shareholders:

Among the many important lessons I’ve learned in more than 40 years in a variety of business endeavors is the value of a trusted advocate.

As independent chair of the Invesco Funds Board, I can assure you that the members of the Board are strong advocates for the interests of investors in Invesco’s mutual funds. We work hard to represent your interests through oversight of the quality of the investment management services your funds receive and other matters important to your investment, including but not limited to:

n Ensuring that Invesco offers a diverse lineup of mutual funds that your financial adviser can use to strive to meet your financial needs as your investment goals change over time.

n Monitoring how the portfolio management teams of the Invesco funds are performing in light of changing economic and market conditions.

    
n   Assessing each portfolio management team’s investment performance within the context of the investment strategy described in the fund’s prospectus.
n   Monitoring for potential conflicts of interests that may impact the nature of the services that your funds receive.

We believe one of the most important services we provide our fund shareholders is the annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This review is required by the Investment Company Act of 1940 and focuses on the nature and quality of the services Invesco provides as the adviser to the Invesco funds and the reasonableness of the fees that it charges for those services. Each year, we spend months carefully reviewing information received from Invesco and a variety of independent sources, such as performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field. We also meet with our independent legal counsel and other independent advisers to review and help us assess the information that we have received. Our goal is to assure that you receive quality investment management services for a reasonable fee.

I trust the measures outlined above provide assurance that you have a worthy advocate when it comes to choosing the Invesco Funds.

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,

 

LOGO

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 fiscal year ended August 31, 2015, Class A shares of Invesco Small Cap Discovery Fund (the Fund), at net asset value (NAV), outperformed the Russell 2000 Growth Index, the Fund’s style-specific benchmark.

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

 

 

Fund vs. Indexes

Total returns, 8/31/14 to 8/31/15, 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

     5.24

  Class B Shares

     5.19   

  Class C Shares

     4.50   

  Class Y Shares

     5.51   

  Class R5 Shares

     5.68   

  Class R6 Shares

     5.66   

  S&P 500 Indexq (Broad Market Index)

     0.48   

  Russell 2000 Growth Indexq (Style-Specific Index)

     5.11   

  Lipper Small-Cap Growth Funds Indexn (Peer Group Index)

     4.00   

Source(s): qFactSet Research Systems Inc.; nLipper Inc.

 

 

Market conditions and your Fund

The US economy improved slowly, but somewhat steadily, during the fiscal year ended August 31, 2015 – although the performance of the underlying sectors of the economy varied dramatically. The headline story was the massive slowdown in energy markets, as oil prices plummeted when too much supply overwhelmed slowing global demand. However the more subtle story, which drove the economy forward during the year, was the improved position of the US consumer.

As the reporting period began, economic growth appeared to be stronger in the US than in the rest of the world. In mid-2014, when the price of oil began its sharp and prolonged decline, US equities fell as well. However, while global growth weakened and commodity-based economies and currencies underperformed those of the US, continued strengthening of the US consumer led US equity markets higher through the spring. Continued low interest rates, the increasing availability of credit from lenders and an

improving employment picture all contributed to higher consumer confidence. This strength also helped the market overcome summer fears that Greece and the eurozone would fail to reach agreement on a financial bailout plan. In the final weeks of the fiscal year, however, US equity markets moved sharply lower. A significant downturn in China’s financial markets, weak global economic growth and the uncertain timing of a potential US interest rate increase were negatives for jittery US markets. While stocks were up slightly for the fiscal year, they ended the reporting period on a negative note.

At NAV, the Fund’s Class A shares outperformed the Fund’s style-specific benchmark, the Russell 2000 Growth Index, for the fiscal year due to positive stock selection across several sectors, especially the energy, industrials and consumer discretionary sectors. Some of this outperformance was offset by underperformance in the information technology (IT), health care and financials sectors due to stock selection.

 

    The Fund outperformed by the widest margin in the embattled energy sector. The energy portion of the Russell 2000 Growth Index declined by more than 50% during the reporting period, but the Fund’s energy holdings performed much better. Athlon Energy was acquired by another company early in the fiscal year, resulting in a solid gain for the Fund. We sold our holdings in Athlon Energy before the close of the reporting period. We purchased RSP Permian, an oil-focused exploration and production (E&P) company, to replace Athlon Energy in the portfolio, and it contributed significantly to Fund performance during the fiscal year. Laredo Petroleum is another Permian Basin-focused E&P company that performed well. Before the close of the reporting period, however, we sold our position to reduce the Fund’s exposure to the volatile energy sector.

    The Fund also outperformed its style-specific index in the industrials sector, driven by positive stock selection. Taser International was a solid performer during the fiscal year. The company benefited from new product introductions, and national headlines kept non-lethal law enforcement tools in the forefront of police department budgets. Driven by operational improvements and healthier end-markets, Lennox International also contributed to Fund performance during the fiscal year.

    Consumer discretionary holdings also were a source of outperformance for the Fund relative to the Fund’s style-specific index. While many retailers were hurt during the reporting period from factors ranging from poor weather to port closures, G-III Apparel Group reported several strong quarters of earnings results and benefited performance. Skechers USA also was a significant contributor to Fund performance, as the stock rallied on solid earnings growth.

    The area of greatest challenge for the Fund was the IT sector. Internet service

 

 

Portfolio Composition

By sector

 

  Health Care

     25.5

  Information Technology

     23.1   

  Consumer Discretionary

     18.5   

  Industrials

     14.4   

  Financials

     8.5   

  Materials

     3.2   

  Consumer Staples

     2.5   

  Energy

     1.6   

  Money Market Funds

  Plus Other Assets Less Liabilities

     2.7   

Top 10 Equity Holdings*

 

  1.   Cavium Inc.   1.8%    
  2.   Cadence Design Systems, Inc.   1.7    
  3.   DexCom Inc.   1.6    
  4.   Team Health Holdings, Inc.   1.6    
  5.   Brunswick Corp.   1.6    
  6.   VCA, Inc.   1.5    
  7.   Guidewire Software, Inc.   1.5    
  8.   Euronet Worldwide, Inc.   1.4    
  9.   Burlington Stores, Inc.   1.4    
10.   Carlisle Cos., Inc.   1.4  
Total Net Assets     $764.2 million   
Total Number of Holdings*     107   

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


company Yelp was one of the larger detractors from Fund performance in the sector. Company management gave lackluster financial guidance, which pressured the stock. Power Integrations also detracted from the Fund’s results as the company’s growth slowed more than was expected. We sold our positions in Yelp and Power Integrations during the reporting period. Another detractor from Fund performance was Qorvo, which pulled back after the company forecasted less-than-expected demand for its smart-phone components.

Health care stocks generally were strong during the reporting period, and the Fund’s top overall contributors included Synageva Biopharma, Dexcom, Thoratec and Impax Labs. Synageva Biopharma was acquired during the fiscal year, and we sold our holdings before the close of the reporting period. However, the performance of the Fund’s health care holdings trailed that of the health care holdings in the Fund’s style-specific benchmark. In particular, Pacira Pharmaceuticals was a large relative detractor. The company’s pain treatment is the only viable alternative to opioid use during surgeries, but as the growth rate of its treatment slowed, the stock pulled back. The management team at Fund holding Fluidigm has an excellent reputation among academic and clinical researchers. Company officials were less successful in managing investor expectations during the fiscal year, however, and the company’s stock pulled back on execution issues, which disappointed investors.

The Fund underperformed its style-specific index modestly in the financials sector. Northstar Realty Finance and Realogy Holdings were two stocks that hurt the Fund’s relative performance.

As we’ve discussed, the Fund’s Class A shares at NAV produced a positive return for the reporting period and outperformed the Fund’s style-specific benchmark. However, stocks remain volatile and we caution investors against making investment decisions based on short-term performance.

We thank you for your commitment to Invesco Small Cap Discovery Fund.

The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

See important Fund and, if applicable, index disclosures later in this report.

LOGO  

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.

 

LOGO  

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 8/31/05

 

LOGO

 

1   Source: 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. 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 Small Cap Discovery Fund


Average Annual Total Returns

  

As of 8/31/15, including maximum applicable

sales charges
    

  

   

 

Class A Shares

        

Inception (11/27/00)

     4.10

10 Years

     7.51   

  5 Years

     14.26   

  1 Year

     -0.56   

 

Class B Shares

        

Inception (11/27/00)

     4.09

10 Years

     7.82   

  5 Years

     15.36   

  1 Year

     0.79   

 

Class C Shares

        

Inception (11/27/00)

     3.73

10 Years

     7.32   

  5 Years

     14.73   

  1 Year

     3.63   

 

Class Y Shares

        

Inception (2/2/06)

     7.30

  5 Years

     15.89   

  1 Year

     5.51   

 

Class R5 Shares

        

10 Years

     8.25

  5 Years

     15.85   

  1 Year

     5.68   

 

Class R6 Shares

        

10 Years

     8.26

  5 Years

     15.86   

  1 Year

     5.66   

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 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

Average Annual Total Returns

  

As of 6/30/15, the most recent calendar quarter end, including maximum applicable sales charges

    

 

  Class A Shares

        

  Inception (11/27/00)

     4.77

  10 Years

     9.12   

    5 Years

     16.13   

    1 Year

     7.42   

 

  Class B Shares

        

  Inception (11/27/00)

     4.76

  10 Years

     9.43   

    5 Years

     17.22   

    1 Year

     9.05   

 

  Class C Shares

        

  Inception (11/27/00)

     4.41

  10 Years

     8.93   

    5 Years

     16.59   

    1 Year

     11.96   

 

  Class Y Shares

        

  Inception (2/2/06)

     8.43

    5 Years

     17.73   

    1 Year

     13.96   

 

  Class R5 Shares

        

  10 Years

     9.86

    5 Years

     17.71   

    1 Year

     14.19   

 

  Class R6 Shares

        

  10 Years

     9.87

    5 Years

     17.73   

    1 Year

     14.26   

and includes the 12b-1 fees applicable to Class A shares.

    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 1.32%, 1.32%, 2.07%, 1.07%, 0.94% and 0.84%, 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.

    Fund performance reflects any applicable fee waivers and/or expense reimbursements. Had the adviser not waived fees and/or reimbursed expenses currently or in the past, returns would have been lower. See current prospectus for more information.

 

 

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, 2015, 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. Please see the prospectus for more information.

 

 

Principal risks of investing in the Fund

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   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   Initial public offerings (IPO) risk. The prices of IPOs securities fluctuate more than prices of equity securities of companies with longer trading histories. In addition, companies offering securities in IPOs may have less experienced management or limited operating histories. There can be no assurance that the Fund will have favorable IPO investment opportunities.
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   Real estate investment trust (REIT)/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. Shares of real estate related companies, which tend to be small- and mid-cap companies, may be more volatile and less liquid.
n   Small-and mid-capitalization risks. Stocks of small- and mid-sized companies tend to be more vulnerable to adverse developments 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   Unseasoned issuer risk. Investments in unseasoned companies or companies with special circumstances often involve much greater risks than are inherent in other types of investments and securities of such companies may be more likely to experience fluctuations in price. In addition, investments made in anticipation of future events may, if the events are delayed or never achieved, cause stock prices to fall.

 

 

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 trade-
 

 

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

  mark/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 (NAVs) 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 NAVs for shareholder transactions and the returns based on those NAVs may differ from the NAVs 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.
 

 

8                          Invesco Small Cap Discovery Fund


Schedule of Investments(a)

August 31, 2015

 

 

     Shares      Value  

Common Stocks & Other Equity Interests–97.31%

  

Aerospace & Defense–0.39%   

TASER International, Inc.(b)(c)

    126,062       $ 2,949,851   
Airlines–0.49%   

Spirit Airlines Inc.(c)

    73,085         3,745,606   
Apparel, Accessories & Luxury Goods–1.35%   

G-III Apparel Group, Ltd.(c)

    149,126         10,338,906   
Application Software–9.40%     

Aspen Technology, Inc.(c)

    75,382         2,854,716   

Cadence Design Systems, Inc.(c)

    656,018         13,133,480   

Guidewire Software Inc.(c)

    198,453         11,095,507   

Manhattan Associates, Inc.(c)

    134,681         7,876,145   

Paycom Software Inc.(c)

    184,944         7,127,742   

Qlik Technologies Inc.(c)

    97,711         3,699,339   

SolarWinds, Inc.(c)

    190,103         7,556,594   

SS&C Technologies Holdings, Inc.

    139,778         9,468,562   

Ultimate Software Group, Inc. (The)(c)

    51,361         9,049,295   
         71,861,380   
Asset Management & Custody Banks–1.76%   

Affiliated Managers Group, Inc.(c)

    30,389         5,665,725   

WisdomTree Investments, Inc.

    416,416         7,807,800   
         13,473,525   
Auto Parts & Equipment–1.26%   

Gentherm Inc.(c)

    125,995         5,744,112   

Tenneco Inc.(c)

    83,328         3,920,582   
         9,664,694   
Biotechnology–5.67%   

Chiasma, Inc.(c)

    71,571         1,857,983   

Clovis Oncology Inc.(c)

    90,927         7,079,576   

Esperion Therapeutics, Inc(b)(c)

    82,977         3,978,747   

Exact Sciences Corp.(c)

    324,043         7,164,591   

Intercept Pharmaceuticals, Inc.(c)

    19,998         3,794,821   

Medivation Inc.(c)

    86,119         7,583,639   

Neurocrine Biosciences, Inc.(c)

    163,648         7,589,994   

Retrophin, Inc.(c)

    155,397         4,260,986   
         43,310,337   
Building Products–4.59%   

A.O. Smith Corp.

    90,210         5,819,447   

American Woodmark Corp.(c)

    126,657         8,394,826   

Lennox International Inc.

    54,800         6,468,592   

Masonite International Corp.(c)

    74,343         4,910,355   

Owens Corning

    100,817         4,465,185   

Trex Co., Inc.(c)

    129,175         5,013,282   
         35,071,687   
Commodity Chemicals–0.40%   

Methanex Corp. (Canada)

    74,950         3,054,962   
     Shares      Value  
Communications Equipment–1.78%   

ARRIS Group Inc.(c)

    277,356       $ 7,327,745   

Infinera Corp.(c)

    286,686         6,255,489   
         13,583,234   
Construction & Engineering–1.13%   

Dycom Industries, Inc.(c)

    121,736         8,654,212   
Consumer Electronics–0.74%     

Harman International Industries, Inc.

    58,012         5,670,093   
Data Processing & Outsourced Services–2.10%   

Euronet Worldwide, Inc.(c)

    170,735         11,007,286   

WEX Inc.(c)

    53,002         5,010,279   
         16,017,565   
Distributors–1.65%   

Core-Mark Holding Co., Inc.

    96,688         5,811,916   

Pool Corp.

    97,985         6,827,595   
         12,639,511   
Diversified REIT’s–0.74%   

NorthStar Realty Finance Corp.

    402,600         5,656,530   
Diversified Support Services–0.55%   

Mobile Mini, Inc.

    124,515         4,234,755   
Electronic Equipment & Instruments–0.57%   

Cognex Corp.

    121,923         4,335,582   
Footwear–1.18%   

Skechers U.S.A., Inc.–Class A(c)

    64,089         9,019,886   
General Merchandise Stores–1.42%   

Burlington Stores, Inc.(c)

    204,821         10,873,947   
Health Care Equipment–5.14%   

DexCom Inc.(c)

    132,916         12,512,712   

Globus Medical, Inc.–Class A(c)

    334,983         8,180,285   

Thoratec Corp.(c)

    161,867         10,168,485   

Wright Medical Group, Inc.(c)

    366,627         8,458,085   
         39,319,567   
Health Care Facilities–4.19%   

Acadia Healthcare Co., Inc.(c)

    106,041         7,744,174   

Capital Senior Living Corp.(c)

    320,021         6,669,238   

Tenet Healthcare Corp.(c)

    131,510         6,474,237   

VCA, Inc.(c)

    201,592         11,164,165   
         32,051,814   
Health Care Services–1.60%   

Team Health Holdings, Inc.(c)

    208,810         12,265,499   
Health Care Supplies–0.83%   

Align Technology, Inc.(c)

    111,602         6,316,673   
 

 

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

 

9                         Invesco Small Cap Discovery Fund


     Shares      Value  
Homefurnishing Retail–1.00%   

Mattress Firm Holding Corp.(b)(c)

    126,599       $ 7,607,334   
Household Appliances–0.73%     

Helen of Troy Ltd.(c)

    65,771         5,599,743   
Housewares & Specialties–0.86%   

Jarden Corp.(c)

    127,428         6,542,154   
Human Resource & Employment Services–1.02%   

TrueBlue, Inc.(c)

    323,218         7,757,232   
Industrial Conglomerates–1.39%   

Carlisle Cos. Inc.

    105,122         10,585,785   
Industrial Machinery–1.01%   

Woodward Inc.

    169,793         7,742,561   
Internet Software & Services–2.30%   

CoStar Group Inc.(c)

    40,186         7,114,530   

Marketo, Inc.(c)

    185,886         5,206,667   

Wix.com Ltd. (Israel)(c)

    266,975         5,272,756   
         17,593,953   
Investment Banking & Brokerage–1.95%   

E*TRADE Financial Corp.(c)

    221,685         5,828,099   

Evercore Partners Inc.–Class A

    172,964         9,059,854   
         14,887,953   
IT Consulting & Other Services–1.68%   

EPAM Systems, Inc.(c)

    99,786         7,045,890   

InterXion Holding N.V. (Netherlands)(c)

    211,700         5,809,048   
         12,854,938   
Leisure Facilities–1.01%   

Vail Resorts, Inc.

    71,421         7,707,040   
Leisure Products–1.58%   

Brunswick Corp.

    242,740         12,066,605   
Life Sciences Tools & Services–4.78%   

Bio-Techne Corp.

    88,786         8,388,501   

Bruker Corp.(c)

    325,194         5,977,066   

Fluidigm Corp.(c)

    427,604         5,212,493   

PAREXEL International Corp.(c)

    120,148         7,896,127   

VWR Corp.(c)

    345,958         9,081,397   
         36,555,584   
Marine–0.53%   

Kirby Corp.(c)

    57,963         4,088,130   
Metal & Glass Containers–0.99%   

Berry Plastics Group Inc.(c)

    255,609         7,566,026   
Movies & Entertainment–1.92%   

Cinemark Holdings, Inc.

    237,800         8,453,790   

Lions Gate Entertainment Corp.

    169,385         6,214,736   
         14,668,526   
     Shares      Value  
Office Services & Supplies–0.68%   

Steelcase Inc.–Class A

    293,151       $ 5,168,252   
Oil & Gas Exploration & Production–1.59%   

Diamondback Energy Inc.(c)

    121,060         8,267,188   

RSP Permian Inc.(c)

    161,080         3,856,255   
         12,123,443   
Packaged Foods & Meats–1.79%   

Hain Celestial Group, Inc. (The)(c)

    104,934         6,386,283   

WhiteWave Foods Co. (The)(c)

    158,115         7,295,426   
         13,681,709   
Pharmaceuticals–4.02%   

Flamel Technologies S.A.–ADR (France)(c)

    261,539         5,793,089   

IGI Laboratories, Inc.(b)(c)

    728,114         5,701,132   

Impax Laboratories, Inc.(c)

    235,581         9,649,398   

Pacira Pharmaceuticals, Inc.(c)

    165,794         9,541,445   
         30,685,064   
Real Estate Services–0.74%   

Realogy Holdings Corp.(c)

    140,860         5,676,658   
Regional Banks–1.98%   

Signature Bank(c)

    64,188         8,568,456   

SVB Financial Group(c)

    52,365         6,549,814   
         15,118,270   
Research & Consulting Services–0.60%   

CEB Inc.

    64,224         4,599,723   
Restaurants–3.25%   

Jack in the Box Inc.

    116,764         9,128,610   

Papa John’s International, Inc.

    54,728         3,680,458   

Texas Roadhouse, Inc.

    205,458         7,394,433   

Zoe’s Kitchen Inc.(b)(c)

    134,269         4,637,651   
         24,841,152   
Semiconductors–4.99%   

Cavium Inc.(c)

    201,422         13,700,724   

Cypress Semiconductor Corp.(c)

    529,176         5,291,760   

MA-COM Technology Solutions
Holdings Inc.(c)

    205,060         6,051,321   

Qorvo, Inc.(c)

    151,434         8,406,101   

Silicon Laboratories Inc.(c)

    106,945         4,649,969   
         38,099,875   
Specialty Chemicals–1.86%   

Cytec Industries Inc.

    101,611         7,539,536   

PolyOne Corp.

    205,451         6,670,994   
         14,210,530   
Specialty Stores–0.51%   

Tractor Supply Co.

    45,375         3,870,941   
Systems Software–1.17%   

Barracuda Networks, Inc.(c)

    339,211         8,917,857   
 

 

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

 

10                         Invesco Small Cap Discovery Fund


     Shares      Value  
Thrifts & Mortgage Finance–1.31%   

MGIC Investment Corp.(c)

    949,398       $ 10,025,643   
Trading Companies & Distributors–0.41%   

WESCO International, Inc.(b)(c)

    56,254         3,148,536   
Trucking–0.73%   

ArcBest Corp.

    192,175         5,550,014   

Total Common Stocks & Other Equity Interests (Cost $602,391,589)

   

     743,651,047   

Money Market Funds–3.08%

    

Liquid Assets Portfolio–Institutional Class, 0.12 %(d)

    11,774,237         11,774,237   

Premier Portfolio–Institutional Class, 0.09%(d)

    11,774,237         11,774,237   

Total Money Market Funds
(Cost $23,548,474)

   

     23,548,474   

TOTAL INVESTMENTS (excluding investments purchased with cash collateral from securities on loan)–100.39%
(Cost $625,940,063)

    

     767,199,521   
     Shares      Value  

Investments Purchased with Cash Collateral from Securities on Loan

   

  

Money Market Funds–2.75%

  

Liquid Assets Portfolio–Institutional Class, 0.12%
(Cost $21,014,230)(d)(e)

    21,014,230       $ 21,014,230   

TOTAL INVESTMENTS–103.14%
(Cost $646,954,293)

   

     788,213,751   

OTHER ASSETS LESS LIABILITIES–(3.14)%

  

     (23,994,825

NET ASSETS–100.00%

  

   $ 764,218,926   
 

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) All or a portion of this security was out on loan at August 31, 2015.
(c)  Non-income producing security.
(d)  The money market fund and the Fund are affiliated by having the same investment adviser. The rate shown is the 7-day SEC standardized yield as of August 31, 2015.
(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. The following table presents the Fund’s gross and net amount of assets available for offset by the Fund as of August 31, 2015.

 

Counterparty   Gross Amount
of Securities on
Loan at Value
       Cash Collateral
Received for
Securities
Loaned*
       Net
Amount
 

Brown Brothers Harriman

  $ 19,877,678         $ (19,877,678      $   

 

  * Amount does not include excess collateral received.

 

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, 2015

 

 

Assets:

 

Investments, at value (Cost $602,391,589)*

  $ 743,651,047   

Investments in affiliated money market funds, at value and cost

    44,562,704   

Total investments, at value (Cost $646,954,293)

    788,213,751   

Receivable for:

 

Investments sold

    10,850,782   

Fund shares sold

    3,313,839   

Dividends

    264,431   

Investment for trustee deferred compensation and retirement plans

    99,429   

Other assets

    35,353   

Total assets

    802,777,585   

Liabilities:

 

Payable for:

 

Investments purchased

    15,677,652   

Fund shares reacquired

    1,133,805   

Collateral upon return of securities loaned

    21,014,230   

Accrued fees to affiliates

    547,820   

Accrued trustees’ and officers’ fees and benefits

    4,207   

Accrued other operating expenses

    65,411   

Trustee deferred compensation and retirement plans

    115,534   

Total liabilities

    38,558,659   

Net assets applicable to shares outstanding

  $ 764,218,926   

Net assets consist of:

  

Shares of beneficial interest

  $ 543,808,183   

Undistributed net investment income (loss)

    (4,498,577

Undistributed net realized gain

    83,649,862   

Net unrealized appreciation

    141,259,458   
    $ 764,218,926   

Net Assets:

 

Class A

  $ 512,762,898   

Class B

  $ 7,715,129   

Class C

  $ 62,772,675   

Class Y

  $ 97,497,289   

Class R5

  $ 6,783,806   

Class R6

  $ 76,687,129   

Shares outstanding, $0.01 par value per share,
with an unlimited number of shares authorized:

   

Class A

    48,381,756   

Class B

    815,477   

Class C

    7,126,763   

Class Y

    8,848,363   

Class R5

    612,466   

Class R6

    6,914,711   

Class A:

 

Net asset value per share

  $ 10.60   

Maximum offering price per share

 

(Net asset value of $10.60 ¸ 94.50%)

  $ 11.22   

Class B:

 

Net asset value and offering price per share

  $ 9.46   

Class C:

 

Net asset value and offering price per share

  $ 8.81   

Class Y:

 

Net asset value and offering price per share

  $ 11.02   

Class R5:

 

Net asset value and offering price per share

  $ 11.08   

Class R6:

 

Net asset value and offering price per share

  $ 11.09   

 

* At August 31, 2015, securities with an aggregate value of $19,877,678 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, 2015

 

Investment income:

  

Dividends (net of foreign withholding taxes of $19,324)

  $ 3,319,950   

Dividends from affiliated money market funds (includes securities lending income of $428,150)

    445,187   

Total investment income

    3,765,137   

Expenses:

 

Advisory fees

    6,288,072   

Administrative services fees

    210,168   

Custodian fees

    24,446   

Distribution fees:

 

Class A

    1,303,433   

Class B

    23,072   

Class C

    594,252   

Transfer agent fees — A, B, C and Y

    1,550,287   

Transfer agent fees — R5

    23,330   

Transfer agent fees — R6

    2,929   

Trustees’ and officers’ fees and benefits

    32,752   

Other

    254,853   

Total expenses

    10,307,594   

Less: Fees waived and expense offset arrangement(s)

    (39,632

Net expenses

    10,267,962   

Net investment income (loss)

    (6,502,825

Realized and unrealized gain (loss) from:

 

Net realized gain from investment securities

    102,187,981   

Change in net unrealized appreciation (depreciation) of investment securities

    (53,678,797

Net realized and unrealized gain

    48,509,184   

Net increase in net assets resulting from operations

  $ 42,006,359   

 

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, 2015 and 2014

 

     2015      2014  

Operations:

    

Net investment income (loss)

  $ (6,502,825    $ (7,306,432

Net realized gain

    102,187,981         145,820,748   

Change in net unrealized appreciation (depreciation)

    (53,678,797      (25,746,767

Net increase in net assets resulting from operations

    42,006,359         112,767,549   

Distributions to shareholders from net realized gains:

    

Class A

    (73,267,917      (83,192,368

Class B

    (1,515,016      (1,952,149

Class C

    (9,251,581      (9,359,747

Class Y

    (15,070,292      (24,205,240

Class R5

    (6,371,266      (6,651,766

Class R6

    (15,078,987      (10,227,636

Total distributions from net realized gains

    (120,555,059      (135,588,906

Share transactions–net:

    

Class A

    35,689,215         1,500,037   

Class B

    (1,525,306      (1,951,636

Class C

    14,340,675         5,350,077   

Class Y

    (8,219,671      (42,967,605

Class R5

    (36,289,288      1,899,903   

Class R6

    (24,408,949      39,545,974   

Net increase (decrease) in net assets resulting from share transactions

    (20,413,324      3,376,750   

Net increase (decrease) in net assets

    (98,962,024      (19,444,607

Net assets:

    

Beginning of year

    863,180,950         882,625,557   

End of year (includes undistributed net investment income (loss) of $(4,498,577) and $(4,993,149), respectively)

  $ 764,218,926       $ 863,180,950   

Notes to Financial Statements

August 31, 2015

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 thirteen 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 securities) 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 asked prices from the exchange on which they are principally traded. Options not

 

14                         Invesco Small Cap Discovery Fund


listed on an exchange are valued by an independent source at the mean between the last bid and asked prices. For purposes of determining net asset value (“NAV”) 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 securities) 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/asked quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.

The Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain Fund investments.

Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general 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 (net of withholding tax, if any) 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 the Statement of Changes in Net Assets, or the net investment income per share and the 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 Small Cap Discovery Fund


D. Distributions — Distributions from net investment 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 recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed the Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

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. 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 failed 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, if any, is shown as a footnote on 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 $500 million

    0.80%   

Next $500 million

    0.75%   

Over $1 billion

    0.70%   

For the year ended August 31, 2015, the effective advisory fees incurred by the Fund was 0.78%.

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 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 Affiliated Sub-Adviser(s).

The Adviser has contractually agreed, through at least June 30, 2016, 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,

 

16                         Invesco Small Cap Discovery Fund


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 Invesco continues the fee waiver agreement, it will terminate on June 30, 2016. The fee waiver agreement cannot be terminated during its term. 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, 2017, 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, 2015, the Adviser waived advisory fees of $38,216.

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, 2015, 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, 2015, 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, 2015, 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, 2015, IDI advised the Fund that IDI retained $113,848 in front-end sales commissions from the sale of Class A shares and $1,422, $1,232 and $1,209 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders.

For the year ended August 31, 2015, the Fund incurred $8,920 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, 2015, 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—Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in demand deposit accounts used by the transfer agent for clearing shareholder transactions. For the year ended August 31, 2015, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $1,416.

 

17                         Invesco Small Cap Discovery Fund


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 were eligible to participate in a retirement plan that provided for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.

NOTE 6—Cash Balances

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with 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 7—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended August 31, 2015 and 2014:

 

     2015        2014  

Ordinary income

  $         $ 26,321,533   

Long-term capital gain

    120,555,059           109,267,373   

Total distributions

  $ 120,555,059         $ 135,588,906   

Tax Components of Net Assets at Period-End:

 

     2015  

Undistributed long-term gain

  $ 86,598,251   

Net unrealized appreciation — investments

    138,311,070   

Temporary book/tax differences

    (118,434

Late-Year ordinary loss deferral

    (4,380,144

Shares of beneficial interest

    543,808,183   

Total net assets

  $ 764,218,926   

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. Capital losses generated in years beginning after December 22, 2010 can be carried forward for an unlimited period, whereas previous losses expire in eight tax years. 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. Capital loss carryforwards with no expiration date 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 carryforwards 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, 2015.

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, 2015 was $495,589,374 and $646,236,685, 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

  $ 172,252,846   

Aggregate unrealized (depreciation) of investment securities

    (33,941,776

Net unrealized appreciation of investment securities

  $ 138,311,070   

Cost of investments for tax purposes is $649,902,681.

 

18                         Invesco Small Cap Discovery Fund


NOTE 9—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of net operating losses, on August 31, 2015, undistributed net investment income (loss) was increased by $6,997,397, undistributed net realized gain was decreased by $5,459,280 and shares of beneficial interest was decreased by $1,538,117. This reclassification had no effect on the net assets of the Fund.

NOTE 10—Share Information

 

     Summary of Share Activity  
    Years ended August 31,  
    2015(a)      2014  
     Shares      Amount      Shares      Amount  

Sold:

          

Class A

    13,575,929       $ 153,093,532         11,162,845       $ 136,194,937   

Class B

    39,831         403,879         39,041         438,517   

Class C

    1,891,145         17,770,645         1,160,335         12,325,902   

Class Y

    3,272,479         38,406,104         3,179,180         39,762,440   

Class R5

    357,167         4,193,167         326,211         4,170,947   

Class R6

    4,726,056         55,761,349         3,554,223         41,450,915   

Issued as reinvestment of dividends:

          

Class A

    7,017,483         70,245,010         7,095,938         80,255,054   

Class B

    160,889         1,438,345         182,437         1,873,622   

Class C

    1,051,442         8,800,570         906,196         8,880,723   

Class Y

    1,411,862         14,669,253         2,050,361         23,866,200   

Class R5

    610,714         6,369,745         570,336         6,650,122   

Class R6

    1,442,820         15,077,466         876,263         10,225,992   

Automatic conversion of Class B shares to Class A shares:

          

Class A

    150,402         1,687,700         205,429         2,466,712   

Class B

    (167,885      (1,687,700      (225,501      (2,466,712

Reacquired:

          

Class A

    (16,981,379      (189,337,027      (18,171,031      (217,416,666

Class B

    (168,071      (1,679,830      (161,282      (1,797,063

Class C

    (1,306,193      (12,230,540      (1,521,901      (15,856,548

Class Y

    (5,260,213      (61,295,028      (8,846,264      (106,596,245

Class R5

    (4,043,733      (46,852,200      (725,066      (8,921,166

Class R6

    (8,164,378      (95,247,764      (983,764      (12,130,933

Net increase (decrease) in share activity

    (383,633    $ (20,413,324      673,986       $ 3,376,750   

 

(a)  There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 29% 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.

 

19                         Invesco Small Cap Discovery 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
(loss)(a)
    Net gains
on securities
(both
realized and
unrealized)
    Total from
investment
operations
    Distributions
from net
realized
gains
    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 (loss)
to average
net assets
    Portfolio
turnover(d)
 

Class A

  

Year ended 08/31/15

  $ 11.83      $ (0.09   $ 0.61      $ 0.52      $ (1.75   $ 10.60        5.24   $ 512,763        1.32 %(e)      1.32 %(e)      (0.85 )%(e)      63

Year ended 08/31/14

    12.20        (0.10     1.62        1.52        (1.89     11.83        13.15        527,759        1.32        1.32        (0.85     79   

Year ended 08/31/13

    10.85        (0.08     2.56        2.48        (1.13     12.20        25.31        540,979        1.32        1.33        (0.72     70   

Year ended 08/31/12

    10.56        (0.08     1.47        1.39        (1.10     10.85        14.33        607,073        1.38        1.43        (0.80     78   

Year ended 08/31/11

    8.74        (0.11     1.93        1.82               10.56        20.82        820,988        1.38        1.42        (1.01     114   

Class B

  

Year ended 08/31/15

    10.75        (0.08     0.54        0.46        (1.75     9.46        5.19 (f)      7,715        1.32 (e)(f)      1.32 (e)(f)      (0.85 )(e)(f)      63   

Year ended 08/31/14

    11.25        (0.09     1.48        1.39        (1.89     10.75        13.11 (f)      10,216        1.32 (f)      1.32 (f)      (0.85 )(f)      79   

Year ended 08/31/13

    10.09        (0.07     2.36        2.29        (1.13     11.25        25.34 (f)      12,554        1.32 (f)      1.33 (f)      (0.72 )(f)      70   

Year ended 08/31/12

    9.89        (0.08     1.38        1.30        (1.10     10.09        14.40 (f)      13,754        1.38 (f)      1.43 (f)      (0.80 )(f)      78   

Year ended 08/31/11

    8.18        (0.11     1.82        1.71               9.89        20.90 (f)      16,910        1.40 (f)      1.44 (f)      (1.03 )(f)      114   

Class C

  

Year ended 08/31/15

    10.19        (0.15     0.52        0.37        (1.75     8.81        4.50 (g)      62,773        2.07 (e)      2.07 (e)      (1.60 )(e)      63   

Year ended 08/31/14

    10.83        (0.17     1.42        1.25        (1.89     10.19        12.21        55,961        2.07        2.07        (1.60     79   

Year ended 08/31/13

    9.82        (0.15     2.29        2.14        (1.13     10.83        24.43        53,560        2.07        2.08        (1.47     70   

Year ended 08/31/12

    9.73        (0.15     1.34        1.19        (1.10     9.82        13.43        48,486        2.13        2.18        (1.55     78   

Year ended 08/31/11

    8.10        (0.17     1.80        1.63               9.73        20.12 (g)      51,212        2.06 (g)      2.10 (g)      (1.69 )(g)      114   

Class Y

  

Year ended 08/31/15

    12.20        (0.07     0.64        0.57        (1.75     11.02        5.51        97,497        1.07 (e)      1.07 (e)      (0.60 )(e)      63   

Year ended 08/31/14

    12.50        (0.07     1.66        1.59        (1.89     12.20        13.42        114,973        1.07        1.07        (0.60     79   

Year ended 08/31/13

    11.06        (0.05     2.62        2.57        (1.13     12.50        25.67        163,072        1.07        1.08        (0.47     70   

Year ended 08/31/12

    10.72        (0.06     1.50        1.44        (1.10     11.06        14.60        206,367        1.13        1.18        (0.55     78   

Year ended 08/31/11

    8.84        (0.09     1.97        1.88               10.72        21.27        233,467        1.13        1.17        (0.76     114   

Class R5

  

Year ended 08/31/15

    12.23        (0.05     0.65        0.60        (1.75     11.08        5.77        6,784        0.94 (e)      0.94 (e)      (0.47 )(e)      63   

Year ended 08/31/14

    12.52        (0.05     1.65        1.60        (1.89     12.23        13.49        45,126        0.94        0.94        (0.47     79   

Year ended 08/31/13(h)

    11.48        (0.04     2.21        2.17        (1.13     12.52        21.25        44,037        0.93 (i)      0.94 (i)      (0.33 )(i)      70   

Class R6

  

Year ended 08/31/15

    12.25        (0.04     0.63        0.59        (1.75     11.09        5.66        76,687        0.85 (e)      0.85 (e)      (0.38 )(e)      63   

Year ended 08/31/14

    12.52        (0.04     1.66        1.62        (1.89     12.25        13.67        109,145        0.84        0.84        (0.37     79   

Year ended 08/31/13(h)

    11.48        (0.03     2.20        2.17        (1.13     12.52        21.25        68,425        0.83 (i)      0.84 (i)      (0.23 )(i)      70   

 

(a)  Calculated using average shares outstanding.
(b)  Includes redemption fees added to shares of beneficial interest which were less than $0.005 per share for fiscal years ended prior to August 31, 2013.
(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 $521,373, $9,229, $59,425, $107,154, $25,485 and $82,409 for Class A, Class B, Class C, Class Y, Class R5 and Class R6 shares, respectively.
(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%, 0.25%, 0.25% and 0.27% for the years ended August 31, 2015, August 31, 2014, August 31, 2013, August 31, 2012, and August 31, 2011 respectively.
(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 0.93% for the year ended August 31, 2011.
(h)  Commencement date of September 24, 2012 for Class R5 and Class R6 shares, respectively.
(i)  Annualized.

 

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, 2015, 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, 2015 by correspondence with the custodian and brokers, and the application of alternative auditing procedures where confirmations of security purchases have not been received, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

October 27, 2015

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, 2015 through August 31, 2015.

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
(03/01/15)

    ACTUAL    

HYPOTHETICAL

(5% annual return before
expenses)

   

Annualized
Expense
Ratio

 
    Ending
Account Value
(08/31/15)1
    Expenses
Paid During
Period2
    Ending
Account Value
(08/31/15)
    Expenses
Paid During
Period2
   
A   $ 1,000.00      $ 953.20      $ 6.40      $ 1,018.65      $ 6.61        1.30
B     1,000.00        952.70        6.40        1,018.65        6.61        1.30   
C     1,000.00        949.40        10.22        1,014.72        10.56        2.08   
Y     1,000.00        954.90        5.17        1,019.92        5.34        1.05   
R5     1,000.00        956.00        4.44        1,020.67        4.58        0.90   
R6     1,000.00        954.40        4.19        1,020.92        4.33        0.85   

 

1  The actual ending account value is based on the actual total return of the Fund for the period March 1, 2015 through August 31, 2015, 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 agreements. During contract renewal meetings held on June 9-10, 2015, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% of the Board, voting separately, approved the continuance for the Fund of the Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) and the Master Intergroup Sub-Advisory Contract for Mutual Funds with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts) for another year, effective July 1, 2015.

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 Board determined that continuation of the Fund’s investment advisory agreement and the sub-advisory contracts is in the best interest of the Fund and its shareholders and that 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 performance and investment management services provided by Invesco Advisers and the Affiliated Sub-Advisers to 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 Board had the benefit of reports from the Sub-Committees and Investments Committee throughout the year in considering approval of the continuance of each Invesco Fund’s investment advisory agreement and sub-advisory contracts for another year.

During the contract renewal process, the Board receives 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 Board also receives a report and this 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. 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.

The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation. The Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these 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 is a summary of 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 10, 2015, and does not reflect consideration of factors that became known to the Board after that date.

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. 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. 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, valuation and legal and compliance.

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 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 was in the third quintile of its performance universe for the one and three year periods 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

 

 

23                         Invesco Small Cap Discovery Fund


performance of the Index for the one year period, at the same level as the performance of the Index for the three year period and below the performance of the Index for the five year period. Invesco Advisers noted that the Fund has a quality bias and performed as expected in a low quality market environment. 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, but that Lipper does not provide information on a fund by fund basis as to what is included. The Board noted 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 noted how the Fund’s rate compared to the effective sub-adviser fee rate of one other mutual fund sub-advised by Invesco Advisers. The Board noted that Invesco Advisers and the Affiliated Sub-Advisers do not manage 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.

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. 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 Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its affiliates 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. 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 providing 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; and that the services are required for the operation of the Fund.

The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research 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 that it receives 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 with respect to investments in the affiliated money market 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 amount of advisory fees received by Invesco Advisors from the Fund’s investment of cash collateral from any securities lending arrangements in the affiliated money market funds is fair and reasonable.

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

 

 

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, 2015:

 

Federal and State Income Tax

 

Long-Term Capital Gain Distributions

  $ 120,555,059   

Qualified Dividend Income*

    0.00

Corporate Dividends Received Deduction*

    0.00

U.S. Treasury Obligations*

    0.00

 

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

 

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).

  144   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), Invesco Canada Holdings Inc. (holding company), Trimark Investments Ltd./Placements Trimark Ltèe and Invesco Financial Services Ltd/Services Financiers Invesco Ltèe; Chief Executive Officer, Invesco Corporate Class 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), Short-Term Investments Trust and Invesco Management Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management 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: Chief Executive Officer, Invesco Canada Fund Inc (corporate mutual fund company); 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; 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), and Short-Term Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc..

  144   None

 

1  Mr. Flanagan is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) 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.

 

2  Mr. Taylor is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer and a director of the Adviser.

 

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; Chairman, Board of Governors of INTELSAT (international communications company); ACE Limited (insurance company); Independent Directors Council and Investment Company Institute

  144   ALPS (Attorneys Liability Protection Society) (insurance company) and Globe Specialty Metals, Inc. (metallurgical company)

David C. Arch — 1945

Trustee

  2010   Chairman of Blistex Inc., a consumer health care products manufacturer   144   Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan; Member of the Audit Committee of the Edward-Elmhurst Hospital

James T. Bunch — 1942

Trustee

  2000  

Managing Member, Grumman Hill Group LLC (family office/private equity investments)

 

Formerly: Founder, Green Manning & Bunch Ltd. (investment banking firm) (1988-2010); Executive Committee, United States Golf Association; and Chairman, Board of Governors, Western Golf Association

  144   Chairman of the Board of Trustees, Evans Scholars Foundation; and Chairman of the Board, 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

  144   Director of Quidel Corporation and Stericycle, 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); Nature’s Sunshine Products, Inc. and Reich & Tang Funds (5 portfolios) (registered investment company)

 

Formerly: Director, Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company); 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)

  144   Director of: Nature’s Sunshine Products, Inc., Reich & Tang Funds, Homeowners of America Holding Corporation/ Homeowners of America Insurance Company, the Boss Group

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

  144   Insperity, Inc. (formerly known as Administaff)

Prema Mathai-Davis — 1950

Trustee

  2003   Retired. Formerly: Chief Executive Officer, YWCA of the U.S.A.   144   None

Larry Soll — 1942

Trustee

  1997   Retired. Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)   144   None

Hugo F. Sonnenschein — 1940

Trustee

  2010   President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to 2000, President of the University of Chicago   144   Trustee of the University of Rochester and a member of its investment committee; Member of the National Academy of Sciences and the American Philosophical Society; Fellow of the American Academy of Arts and Sciences
Raymond Stickel, Jr. — 1944 Trustee   2005   Retired. Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche   144   None

 

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)

Suzanne H. Woolsey — 1941

Trustee

  2014   Chief Executive Officer of Woolsey Partners LLC   144   Emeritus Chair of the Board of Trustees of the Institute for Defense Analyses; Trustee of Colorado College; Trustee of California Institute of Technology; Prior to 2014, Director of Fluor Corp.; Prior to 2010, Trustee of the German Marshall Fund of the United States; Prior to 2010 Trustee of the Rocky Mountain Institute
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; Managing Director, 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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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
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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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

 

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)                
Karen Dunn Kelley — 1960
Vice President
  2003  

Senior Managing Director, Investments, Invesco Ltd.; 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; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust); and President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust only)

 

Formerly: Director and President, INVESCO Asset Management (Bermuda) Ltd., 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.; 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), and Short-Term Investments Trust only)

  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, and PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Commodity Fund Trust; Anti-Money Laundering Compliance Officer and Bank Secrecy Act Officer, INVESCO National Trust Company and Invesco Trust Company; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, Inc..   N/A   N/A

Lisa O. Brinkley — 1959

Chief Compliance Officer

  2004  

Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A., Inc.); and Chief Compliance Officer, The Invesco Funds

 

Formerly: Global Assurance Officer, Invesco Ltd. and Vice President, The Invesco Funds; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company.

  N/A   N/A

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

1000 Louisiana Street, Suite 5800

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


 

LOGO

 

 

Invesco mailing information

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

 

 

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.

   LOGO

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


 

LOGO

 

 

Annual Report to Shareholders

 

   August 31, 2015
 

 

Invesco Strategic Real Return Fund

 

 

Nasdaq:

A: SRRAX ¡ C: SRRCX ¡ R: SRRQX ¡ Y: SRRYX ¡ R5: SRRFX ¡ R6: SRRSX

 

 

 

LOGO


 

Letters to Shareholders

 

LOGO

Philip Taylor

    

Dear Shareholders:

This annual report includes information about your Fund, including performance data and a complete list of its investments as of the close of the reporting period. Inside is a discussion of how your Fund was managed and the factors that affected its performance during the reporting period. I hope you find this report of interest.

    The US economy expanded and unemployment declined throughout the reporting period. The sharp drop in oil prices that began in mid-2014 continued to benefit consumers, but a strong US dollar crimped corporate profits. The US Federal Reserve signaled that it was increasingly likely to raise interest rates, based on generally positive economic data, but uncertainty remained about when it would act. Overseas, the story was much different. Low energy prices hurt the economies of some oil-producing nations, such as Brazil and Russia. During the reporting period, the European Central Bank as well as central banks in China and

Japan – among other countries – either instituted or maintained extraordinarily accommodative monetary policies in response to economic weakness.

Investor uncertainty, such as we saw for much of the reporting period – and market volatility, such as we saw at the end of the reporting period – are unfortunate facts of life when it comes to investing. Some investors use these things as excuses to delay saving and investing for their long-term financial goals. That’s why Invesco encourages investors to work with a professional financial adviser who can stress the importance of starting to save and invest early and the importance of adhering to a disciplined investment plan – when times are good and when they’re uncertain. A financial adviser who knows your unique financial situation, investment goals and risk tolerance can be an invaluable partner as you seek to achieve your financial goals. He or she can offer a long-term perspective when markets are volatile and time-tested advice and guidance when your financial situation or investment goals change.

Timely information when and where you want it

Invesco’s efforts to help investors achieve their financial objectives include providing individual investors and financial professionals with timely information about the markets, the economy and investing – whenever and wherever they want it.

Our website, invesco.com/us, offers a wide range of market insights and investment perspectives. On the website, you’ll find detailed information about our funds, including prices, performance, holdings and portfolio manager commentaries. You can access information about your account by completing a simple, secure online registration. Click on the “Need to register” link in the “Account Access” box on our homepage to get started.

Invesco’s mobile apps for iPhone® and iPad® (both available free from the App StoreSM) allow you to obtain the same detailed information, monitor your account and create customizable watch lists. Also, they allow you to access investment insights from our investment leaders, market strategists, economists and retirement experts. You can sign up to be alerted when new commentary is added, and you can watch portfolio manager videos and have instant access to Invesco news and updates wherever you may be.

In addition to the resources accessible on our website and through our mobile app, you can obtain timely updates to help you stay informed about the markets, the economy and investing by connecting with Invesco on Twitter, LinkedIn or Facebook. You can access our blog at blog.invesco.us.com. Our goal is to provide you the information you want, when and where you want it.

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,

 

LOGO

Philip Taylor

Senior Managing Director, Invesco Ltd.

 

iPhone and iPad are trademarks of Apple Inc., registered in the US and other countries. App Store is a service mark of Apple Inc. Invesco Distributors, Inc. is not affiliated with Apple Inc.

 

2                         Invesco Strategic Real Return Fund


LOGO

Bruce Crockett

    

Dear Fellow Shareholders:

Among the many important lessons I’ve learned in more than 40 years in a variety of business endeavors is the value of a trusted advocate.

As independent chair of the Invesco Funds Board, I can assure you that the members of the Board are strong advocates for the interests of investors in Invesco’s mutual funds. We work hard to represent your interests through oversight of the quality of the investment management services your funds receive and other matters important to your investment, including but not limited to:

n Ensuring that Invesco offers a diverse lineup of mutual funds that your financial adviser can use to strive to meet your financial needs as your investment goals change over time.

n Monitoring how the portfolio management teams of the Invesco funds are performing in light of changing economic and market conditions.

n   Assessing each portfolio management team’s investment performance within the context of the investment strategy described in the fund’s prospectus.
n   Monitoring for potential conflicts of interests that may impact the nature of the services that your funds receive.

We believe one of the most important services we provide our fund shareholders is the annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This review is required by the Investment Company Act of 1940 and focuses on the nature and quality of the services Invesco provides as the adviser to the Invesco funds and the reasonableness of the fees that it charges for those services. Each year, we spend months carefully reviewing information received from Invesco and a variety of independent sources, such as performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field. We also meet with our independent legal counsel and other independent advisers to review and help us assess the information that we have received. Our goal is to assure that you receive quality investment management services for a reasonable fee.

I trust the measures outlined above provide assurance that you have a worthy advocate when it comes to choosing the Invesco Funds.

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,

 

 

LOGO

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

 

3                         Invesco Strategic Real Return Fund


 

Management’s Discussion of Fund Performance

 

Performance summary

For the fiscal year ended August 31, 2015, Class A shares of Invesco Strategic Real Return Fund (the Fund), at net asset value (NAV), returned -2.26% versus the Fund’s style-specific benchmark, the Custom Invesco Strategic Real Return Index, which returned -1.73%.

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

 

  

     

  

Fund vs. Indexes

Total returns, 8/31/14 to 8/31/15, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

  

    

Class A Shares

     -2.26

Class C Shares

     -3.00   

Class R Shares

     -2.51   

Class Y Shares

     -2.02   

Class R5 Shares

     -2.02   

Class R6 Shares

     -2.02   
Bank of America Merrill Lynch Current 10-Year Treasury Indexq (Broad Market Index)      3.24   

Custom Invesco Strategic Real Return Indexn (Style-Specific Index)

     -1.73   

Lipper Inflation Protected Bond Fund Index¿ (Peer Group Index)

     -3.52   

Source(s):qBloomberg LP; nInvesco, Bloomberg LP, FactSet Research Systems Inc., S&P Dow Jones Indices LLC; ¿Lipper Inc.

 

 

Market conditions and your Fund

During the fiscal year ended August 31, 2015, inflation was on the minds of many market participants around the world, albeit the concerns were about the low level of inflation. Much of the focus of the world’s central banks had been, and continues to be, implementing policies to fight deflation, rather than to control general price increases. Concern over global economic growth, specifically Chinese growth, was a catalyst for lower commodity prices. A key part of the collapse of commodity prices was the price of oil. In November, OPEC actions drove oil prices into free-fall. In addition, the world was faced with the prospect of increased oil production in Iran, another factor putting downward pressure on prices.

Due to geopolitical influences, which are particularly hard to predict, adjustments to the Fund’s asset allocation between asset categories were minimal.

Inflation expectations moved lower over the fiscal year. This view was

reflected in Treasury Inflation Protected Securities’ (TIPS) returns. As part of the Fund’s strategy, the largest allocation is to TIPS.

During the reporting period, TIPS accounted for 45% of the Fund’s assets. Before any fee allocation, the TIPS portion of the Fund’s portfolio returned -2.85%. By contrast, The BofA Merrill Lynch U.S. Inflation-Linked Treasury Index, a component of the Fund’s custom style-specific index and by which TIPS funds are usually measured, returned -2.82%. (The Fund uses an index replication approach to the TIPS portion of the portfolio and will try to achieve the returns of The BofA Merrill Lynch U.S. Inflation-Linked Treasury Index.)

The Fund employs a diversified approach to attempt to manage inflation risk. In addition to TIPS, the Fund maintains allocations to both bank loans and high yield securities. These three sectors are expected to perform well in inflationary environments, while offering a

 

competitive yield. This multi-asset strategy benefited Fund investors during the reporting period as the Fund’s Class A shares, at NAV, outperformed The BofA Merrill Lynch U.S. Inflation-Linked Treasury Index which is used to measure traditional TIPs funds.

     During the reporting period, the Fund’s high yield allocation aided relative performance versus the Fund’s style-specific index. The Fund’s high yield exposure significantly outperformed the high yield market overall as represented by the Bank of America Merrill Lynch U.S. High Yield Constrained Index, a component of the Fund’s custom style-specific index. The Fund’s allocation to high yield returned -1.31% while the Bank of America Merrill Lynch U.S. High Yield Constrained index returned -3.07%.

     The Fund’s allocation to bank loans during the reporting period detracted from relative Fund performance. The bank loan portion of the Fund’s style-specific index, represented by the S&P/LSTA Leveraged Loan Total Return Index, returned 0.98% while the Fund’s bank loans exposure returned -0.08%.

     We wish to remind you that the Fund is subject to interest rate risk, meaning when interest rates rise, the value of fixed income securities tends to fall. This risk may be greater in the current market environment because interest rates are at or near historic lows. The degree to which the value of fixed income securities may decline due to rising interest rates may vary depending on the speed and magnitude of the increase in interest rates, as well as individual security characteristics such as price, maturity, duration and coupon and market forces such as supply and demand for similar securities. The Fund also invests in senior secured loans, which are an asset class that behaves differently from many traditional fixed income investments. The interest income generated by a portfolio of senior secured loans is usually determined by a fixed credit

 

Portfolio Composition

By security type

 

  

  

U.S. Treasury Securities

     44.6

Common Stocks

     29.9   

Bonds and Notes

     23.2   

Money Market Funds

Plus Other Assets Less Liabilities

     2.3   

Top 10 Debt Issuers*

 

  

  1.

  U.S. Treasury      44.6

  2.

  Tenet Healthcare Corp.      1.0   

  3.

  International Lease Finance Corp.      0.8   

  4.

  Aircastle Ltd.      0.8   

  5.

  T-Mobile USA, Inc.      0.8   

  6.

  Crown Castle International Corp.      0.8   

  7.

  Reynolds Group Issuer Inc./LLC      0.8   

  8.

  CIT Group Inc.      0.8   

  9.

  Gibraltar Industries Inc.      0.8   

10.

  Dana Holding Corp.      0.8   

Total Net Assets

   $ 16.7 million   
Total Number of Holdings*      173   

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

* Excluding US treasury bills and money market fund holdings.
 

 

4                         Invesco Strategic Real Return Fund


spread over the London Interbank Offered Rate (Libor). Because senior secured loans generally have a very short duration and the coupons or interest rates are usually adjusted every 30 to 90 days as Libor changes, the yield on the portfolio adjusts. Interest rate risk refers to the tendency for traditional fixed income prices to decline when interest rates rise. For senior secured loans, however, interest rates and income are variable and the prices of loans are therefore less sensitive to interest rate changes than traditional fixed income bonds – and senior secured loans provide a natural hedge against rising interest rates. We are monitoring interest rates, the market and economic and geopolitical factors that may impact the direction, speed and magnitude of changes to interest rates across the maturity spectrum, including the potential impact of monetary policy changes by the US Federal Reserve and certain central banks. If interest rates rise, markets may experience increased volatility, which may affect the value and/or liquidity of certain of the Fund’s investments or the market price of the Fund’s shares.

In sum, during the fiscal year, the Fund achieved returns from diversified sources of infiation risk. This remains a key objective of the Fund.

Thank you for your investment in Invesco Strategic Real Return Fund.

 

* Asset allocation/diversification does not guarantee a profit or eliminate the risk of loss.

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.

    

LOGO  

Erik Jensen

Portfolio Manager, is co-lead manager of Invesco Strategic Real Return Fund. He joined Invesco and/or its investment advisory

affiliates in 1987. Mr. Jensen earned a BES degree from Johns Hopkins University and an SM degree in management from the Massachusetts Institute of Technology.
LOGO  

Robert Young

Chartered Financial Analyst, Portfolio Manager, is co-lead manager of Invesco Strategic Real Return Fund. He joined

Invesco in 2001. Mr. Young earned a BA in economics from Cornell University and an MBA in finance and international business from Fordham University.
LOGO  

Thomas Ewald

Portfolio Manager, is manager of Invesco Strategic Real Return 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.
LOGO  

Darren Hughes

Chartered Financial Analyst, Portfolio Manager, is manager of Invesco Strategic Real Return Fund. He joined Invesco in 1992.

Mr. Hughes earned a BBA in finance and economics from Baylor University.
 

 

5                         Invesco Strategic Real Return Fund


 

Your Fund’s Long-Term Performance

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

Fund and index data from 4/30/14

 

 

LOGO

 

1  Source: Bloomberg LP

2  Source(s): Invesco, Bloomberg LP, FactSet Research Systems Inc., S&P Dow Jones Indices LLC

3  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 and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.

 

 

continued from page 9

 

  protected securities with at least $1 billion in outstanding face value and a remaining term to final maturity of greater than one year.
n   The S&P/LSTA Leveraged Loan Index is a broad index designed to reflect the performance of US dollar facilities in the leverage loan market.
n   The Bank of America Merrill Lynch U.S. High Yield Constrained Index contains all the securities in the Bank of America Merrill Lynch U.S. High Yield Index but caps issuer exposure at 2%.
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.
n   Merrill Lynch, Pierce, Fenner & Smith Incorporated and its affiliates (“BofAML”) indices and related information, the
 

name “Bank of America Merrill Lynch,” and related trademarks, are intellectual property licensed from BofAML, and may not be copied, used or distributed without BofAML’s prior written approval. The licensee’s products have not been passed on as to their legality or suitability, and are not regulated, issued, endorsed, sold, guaranteed or promoted by BofAML. BOFAML MAKES NO WARRANTIES AND BEARS NO LIABILITY WITH RESPECT TO THE INDICES, ANY RELATED INFORMATION, ITS TRADEMARKS, OR THE PRODUCT(S) (INCLUDING WITHOUT LIMITATION, THEIR QUALITY, ACCURACY, SUITABILITY AND/OR COMPLETENESS)

 

Other information

n   The returns shown in management’s discussion of Fund performance are based on net asset values (NAVs) 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 NAVs for shareholder transactions and the returns based on those NAVs may differ from the NAVs and returns reported in the Financial Highlights.
 

 

6                         Invesco Strategic Real Return Fund


Average Annual Total Returns

  

As of 8/31/15, including maximum applicable sales charges

    

   

  

Class A Shares

        

Inception (4/30/14)

     -1.81

1 Year

     -4.71   

Class C Shares

        

Inception (4/30/14)

     -0.69

1 Year

     -3.95   

Class R Shares

        

Inception (4/30/14)

     -0.14

1 Year

     -2.51   

Class Y Shares

        

Inception (4/30/14)

     0.32

1 Year

     -2.02   

Class R5 Shares

        

Inception (4/30/14)

     0.32

1 Year

     -2.02   

Class R6 Shares

        

Inception (4/30/14)

     0.32

1 Year

     -2.02   

The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.

The net annual Fund operating expense ratio set forth in the most

Average Annual Total Returns

  

As of 6/30/15, the most recent calendar quarter end, including maximum applicable sales charges     

Class A Shares

        

Inception (4/30/14)

     -1.28

1 Year

     -3.43   

Class C Shares

        

Inception (4/30/14)

     0.12

1 Year

     -2.67   

Class R Shares

        

Inception (4/30/14)

     0.68

1 Year

     -1.11   

Class Y Shares

        

Inception (4/30/14)

     1.15

1 Year

     -0.71   

Class R5 Shares

        

Inception (4/30/14)

     1.15

1 Year

     -0.71   

Class R6 Shares

        

Inception (4/30/14)

     1.15

1 Year

     -0.71   

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 0.82%, 1.57%, 1.07%, 0.57%, 0.57% and 0.57%, respectively.1,2 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 1.83%, 2.58%, 2.08%, 1.58%, 1.55% and 1.50%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of

this report that are based on expenses incurred during the period covered by this report.

Class A share performance reflects the maximum 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.

Fund performance reflects any applicable fee waivers and/or expense reimbursements. Had the adviser not waived fees and/or reimbursed expenses currently or in the past, returns would have been lower. See current prospectus for more information.

 

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, 2015. See current prospectus for more information.
2 Total annual Fund operating expenses after any contractual fee waivers and/or expense reimbursements by the adviser in effect through at least June 30, 2017. See current prospectus for more information.
 

 

7                         Invesco Strategic Real Return Fund


 

Invesco Strategic Real Return Fund’s investment objective is to seek to mitigate the effects of unanticipated inflation and to provide current income.

n   Unless otherwise stated, information presented in this report is as of August 31, 2015, 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 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. Please see the prospectus for more information.

 

 

Principal in the Fund risks of investing

n   Asset-backed securities risk. The Fund may invest in asset-backed securities that are subject to prepayment or call risk, which is the risk that the borrower’s payments may be received earlier or later than expected due to changes in prepayment rates on underlying loans. Faster prepayments often happen when interest rates are falling. As a result, the Fund may reinvest these early payments at lower interest rates, thereby reducing the Fund’s income. Conversely, when interest rates rise, prepayments may happen more slowly, causing the security to lengthen in duration. Longer duration securities tend to be more volatile. Securities may be prepaid at a price less than the original purchase value.
n   Changing fixed income market conditions risk. The current low interest rate environment was created in part by the Federal Reserve Board (FRB) and certain foreign central banks keeping the federal funds and equivalent foreign rates at or near zero. There is a risk that interest rates will rise when the FRB and central banks raise these rates. This risk is heightened due to the completion of the FRB’s quantitative easing program and “the tapering” of other similar foreign central bank actions. This eventual increase in the federal funds and equivalent foreign rates may expose fixed income markets to heightened volatility
   

and reduced liquidity for certain fixed income investments, particularly those with longer maturities. In addition, decreases in fixed income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed income markets. As a result, the value of the Fund’s investments and share price may decline. Changes in central bank policies could also result in higher than normal shareholder redemptions, which could potentially increase portfolio turnover and the Fund’s transaction costs.

n   Collateralized loan obligations risk. In addition to the normal interest rate, default and other risks 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   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   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 value of a derivative instrument depends largely on (and is derived from) the value of an underlying security, currency, commodity, interest rate, index or other as-
   

set (each referred to as an underlying asset). In addition to risks relating to the underlying assets, the use of derivatives may include other, possibly greater, risks, including counterparty, leverage and liquidity risks. Counterparty risk is the risk that the counterparty to the derivative contract will default on its obligation to pay the Fund the amount owed or otherwise perform under the derivative contract. Derivatives create leverage risk because they do not require payment up front equal to the economic exposure created by owning the derivative. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative, which may make the Fund’s returns more volatile and increase the risk of loss. Derivative instruments may also be less liquid than more traditional investments and the Fund may be unable to sell or close out its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. Derivatives may also be harder to value, less tax efficient and subject to changing government regulation that could impact the Fund’s ability to use certain derivatives or their cost. Also, derivatives used for hedging or to gain or limit exposure to a particular market segment may not provide the expected benefits, particularly during adverse market conditions.

n   Emerging markets securities risk. The prices of securities issued by foreign companies and governments located in 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   Exchange-traded funds risk. An investment by the Fund in exchange-traded funds generally presents the same primary risks 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
 

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 Strategic Real Return Fund


 

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 asset; and (5) holding troubled securities in the referenced index or basket of investments. Investments in 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   Floating rate risk. The Fund may invest in 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. High yield bonds (commonly referred to as 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   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.
n   Indexing risk. The TIPS Portfolio does not utilize an investing strategy that
   

seeks returns in excess of the underlying index. Therefore, it would not necessarily sell a security unless that security is removed from the underlying index.

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 the overall economy.
n   Inflation-indexed security risk. The risk that the value of an inflation indexed security (such as TIPS) tends to decrease when real interest rates increase and increase when real interest rates decrease. Interest payments on inflation-indexed securities will vary along with changes in the Consumer Price Index.
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. Because the Fund’s investment process relies heavily on its asset allocation process, market movements that are counter to the portfolio managers’ expectations may have a significant adverse effect on the Fund’s net asset value.
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   Preferred securities risk. 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 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   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.
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   Sampling risk. TIPS Portfolio’s use of a representative sampling approach will result in its holding a smaller number of bonds than are in the Underlying Index. As a result, an adverse development respecting an issuer of bonds held by the TIPS Portfolio could result in a greater decline in NAV than would be the case if the Fund held all of the bonds in the Underlying Index. To the extent the assets in the TIPS Portfolio are smaller, these risks will be greater.
n   When-issued and delayed delivery risks. When-issued and delayed delivery transactions are subject to market risk as the value or yield of a security at delivery may be more or less than the purchase price or the yield generally available on securities when delivery occurs. In addition, the Fund is subject to counterparty risk because it relies on the buyer or seller, as the case may be, to consummate the transaction, and failure by the other party to complete the transaction may result in the Fund missing the opportunity of obtaining a price or yield considered to be advantageous.

 

 

About indexes used in this report

n   The Bank of America Merrill Lynch Current 10-Year Treasury Index is a one-security index composed of the most recently issued 10-year US Treasury Note. The index is rebalanced monthly.
n   The Custom Invesco Strategic Real Return Index consists of 45% BofA Merrill Lynch U.S. Inflation Linked Treasury Index, 30% S&P/LSTA Leveraged Loan Total Return Index and 25% Bank of America Merrill Lynch U.S. High Yield Constrained Index.
n   The Lipper Inflation Protected Bond Fund Index is an index based on the total return of certain mutual funds within the Fund’s designated category as determined by Lipper.
n   The BofA Merrill Lynch U.S. Inflation-Linked Treasury Index is an unmanaged index comprised of US Treasury inflation

continued on page 6

 

 

9                         Invesco Strategic Real Return Fund


Schedule of Investments(a)

August 31, 2015

 

     Principal
Amount
     Value  

U.S. Treasury Securities–44.59%

  

U.S. Treasury Bills–0.03%   

0.29%, 05/26/16(b)(c)

  $ 5,000       $ 4,989   
U.S. Treasury Inflation — Indexed Notes–30.00%(d)   

2.38%, 01/15/17

    140,802         144,794   

0.13%, 04/15/17

    326,721         325,369   

2.63%, 07/15/17

    112,825         118,390   

1.63%, 01/15/18

    129,843         134,693   

0.13%, 04/15/18

    358,184         357,715   

1.38%, 07/15/18

    115,079         119,877   

2.13%, 01/15/19

    112,248         119,910   

0.13%, 04/15/19

    354,372         353,423   

1.88%, 07/15/19

    116,221         124,465   

1.38%, 01/15/20

    144,548         152,198   

0.13%, 04/15/20

    127,365         126,803   

1.25%, 07/15/20

    243,989         257,057   

1.13%, 01/15/21

    275,967         287,432   

0.63%, 07/15/21

    262,555         266,696   

0.13%, 01/15/22

    304,675         297,772   

0.13%, 07/15/22

    295,719         289,115   

0.13%, 01/15/23

    292,548         283,138   

0.38%, 07/15/23

    290,166         286,458   

0.63%, 01/15/24

    293,495         294,013   

0.13%, 07/15/24

    289,414         277,853   

0.25%, 01/15/25

    288,122         277,742   

0.38%, 07/15/25

    104,644         102,608   
               4,997,521   
U.S. Treasury Inflation — Indexed Bonds–14.56%(d)   

2.38%, 01/15/25

    249,374         289,024   

2.00%, 01/15/26

    168,309         190,366   

2.38%, 01/15/27

    137,252         161,677   

1.75%, 01/15/28

    125,287         139,518   

3.63%, 04/15/28

    172,608         230,600   

2.50%, 01/15/29

    106,692         128,934   

3.88%, 04/15/29

    200,301         278,153   

3.38%, 04/15/32

    49,739         68,908   

2.13%, 02/15/40

    119,229         144,414   

2.13%, 02/15/41

    181,962         221,964   

0.75%, 02/15/42

    168,958         152,900   

0.63%, 02/15/43

    166,054         144,824   

1.38%, 02/15/44

    164,835         172,999   

0.75%, 02/15/45

    112,475         101,085   
               2,425,366   

Total U.S. Treasury Securities
(Cost $7,602,800)

   

     7,427,876   
    

    

Shares

     Value  

Common Stocks–29.89%

    
Fixed Income Funds–29.89%     

Invesco Floating Rate Fund–Class R6 (Cost $5,235,508) (e)

    658,654       $ 4,979,425   
    Principal
Amount
        

Bonds and Notes–23.24%

  

Aerospace & Defense–0.35%   

Bombardier Inc. (Canada), Sr. Unsec. Notes, 7.50%, 03/15/25(f)

  $ 20,000         15,200   

KLX Inc., Sr. Unsec. Gtd. Notes, 5.88%, 12/01/22(f)

    12,000         11,850   

Moog Inc., Sr. Unsec. Gtd. Notes, 5.25%, 12/01/22(f)

    5,000         5,025   

TransDigm Inc., Sr. Unsec. Gtd. Sub. Notes, 6.50%, 05/15/25(f)

    27,000         26,595   
               58,670   
Airlines–0.16%   

Air Canada (Canada), Sr. Unsec. Gtd. Notes, 7.75%, 04/15/21(f)

    25,000         26,974   
Alternative Carriers–0.06%   

Level 3 Financing, Inc., Sr. Unsec. Gtd. Notes, 5.13%, 05/01/23(f)

    10,000         9,800   
Apparel Retail–0.24%   

Men’s Wearhouse, Inc. (The), Sr. Unsec. Gtd. Global Notes, 7.00%, 07/01/22

    38,000         40,375   
Application Software–0.04%   

SS&C Technologies Holdings, Inc., Sr. Unsec. Gtd. Notes, 5.88%, 07/15/23(f)

    7,000         7,263   
Asset Management & Custody Banks–0.26%   

Alphabet Holding Co., Inc., Sr. Unsec. Global PIK Notes, 8.50%, 11/01/17(g)

    30,000         29,813   

DJO Finco Inc./DJO Finance LLC/Corp., Sec. Second Lien Notes,
8.13%, 06/15/21(f)

    13,000         13,536   
               43,349   
Auto Parts & Equipment–0.86%   

Dana Holding Corp., Sr. Unsec. Notes, 5.38%, 09/15/21

    125,000         125,625   

Tenneco Inc., Sr. Unsec. Gtd. Global Notes, 5.38%, 12/15/24

    18,000         18,360   
               143,985   
Automotive Retail–0.01%   

CST Brands, Inc., Sr. Unsec. Gtd. Global Notes, 5.00%, 05/01/23

    2,000         1,970   
Broadcasting–0.23%   

iHeartCommunications, Inc., Sr. Sec. Gtd. First Lien Global Notes, 10.63%, 03/15/23

    15,000         13,575   

Sinclair Television Group Inc., Sr. Unsec. Gtd. Notes, 5.63%, 08/01/24(f)

    25,000         23,875   
               37,450   
 

 

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

 

10                         Invesco Strategic Real Return Fund


     Principal
Amount
     Value  
Building Products–1.26%   

Builders FirstSource, Inc.,
Sr. Sec. First Lien Notes, 7.63%, 06/01/21(f)

  $ 25,000       $ 26,344   

Sr. Unsec. Gtd. Notes,
10.75%, 08/15/23(f)

    30,000         30,600   

Building Materials Holding Corp., Sr. Sec. Notes, 9.00%, 09/15/18(f)

    25,000         26,750   

Gibraltar Industries Inc., Sr. Unsec. Gtd. Sub. Global Notes, 6.25%, 02/01/21

    125,000         126,875   
               210,569   
Cable & Satellite–1.46%   

CCO Holdings LLC/CCO Holdings Capital Corp.,
Sr. Unsec. Gtd. Global Notes, 5.25%, 09/30/22

    50,000         50,687   

Sr. Unsec. Gtd. Notes,

    

5.13%, 05/01/23(f)

    25,000         25,125   

5.38%, 05/01/25(f)

    25,000         24,375   

DISH DBS Corp., Sr. Unsec. Gtd. Global Notes, 5.13%, 05/01/20

    125,000         123,125   

Intelsat Jackson Holdings S.A. (Luxembourg),
Sr. Unsec. Gtd. Global Bonds, 5.50%, 08/01/23

    15,000         13,350   

6.63%, 12/15/22

    8,000         7,040   
               243,702   
Casinos & Gaming–0.23%   

Boyd Gaming Corp., Sr. Unsec. Gtd. Global Notes, 6.88%, 05/15/23

    24,000         24,960   

Mohegan Tribal Gaming Authority, Sr. Unsec. Gtd. Notes, 9.75%, 09/01/21(f)

    13,000         13,455   
               38,415   
Commercial Printing–0.06%   

Multi-Color Corp., Sr. Unsec. Gtd. Notes, 6.13%, 12/01/22(f)

    10,000         10,238   
Computer & Electronics Retail–0.13%   

Rent-A-Center, Inc., Sr. Unsec. Gtd. Global Notes, 4.75%, 05/01/21

    26,000         22,230   
Construction & Engineering–0.14%   

AECOM, Sr. Unsec. Gtd. Notes, 5.75%, 10/15/22(f)

    23,000         22,993   
Construction Machinery & Heavy Trucks–1.67%   

Allied Specialty Vehicles, Inc., Sr. Sec. Notes, 8.50%, 11/01/19(f)

    25,000         26,313   

Meritor Inc., Sr. Unsec. Gtd. Notes, 6.25%, 02/15/24

    125,000         122,500   

Navistar International Corp., Sr. Unsec. Gtd. Notes, 8.25%, 11/01/21

    82,000         71,442   

Oshkosh Corp., Sr. Unsec. Gtd. Global Notes, 5.38%, 03/01/25

    58,000         58,435   
               278,690   
Construction Materials–0.26%   

Building Materials Corp. of America,
Sr. Unsec. Notes,
5.38%, 11/15/24(f)

    25,000         25,656   
     Principal
Amount
     Value  
Construction Materials–(continued)   

Shea Homes L.P./Shea Homes Funding Corp., Sr. Unsec. Gtd. Notes,
5.88%, 04/01/23(f)

  $ 3,000       $ 3,090   

Unifrax I LLC/Unifrax Holding Co., Sr. Unsec. Gtd. Notes, 7.50%, 02/15/19(f)

    15,000         15,113   
               43,859   
Consumer Finance–0.11%   

Ally Financial Inc., Sr. Unsec. Global Notes,

    

4.63%, 03/30/25

    15,000         14,550   

5.13%, 09/30/24

    4,000         4,040   
               18,590   
Data Processing & Outsourced Services–0.55%   

First Data Corp., Sr. Unsec. Gtd. Sub. Global Notes, 11.75%, 08/15/21

    81,000         91,631   
Diversified Chemicals–0.03%   

Tronox Finance LLC, Sr. Unsec. Gtd. Notes, 7.50%, 03/15/22(f)

    6,000         4,860   
Diversified Metals & Mining–0.05%   

Compass Minerals International, Inc.,
Sr. Unsec. Gtd. Notes,
4.88%, 07/15/24(f)

    8,000         7,740   
Electrical Components & Equipment–0.05%   

EnerSys, Sr. Unsec. Gtd. Notes, 5.00%, 04/30/23(f)

    8,000         7,750   
Environmental & Facilities Services–0.09%   

ADS Waste Holdings, Inc., Sr. Unsec. Gtd. Global Notes, 8.25%, 10/01/20

    15,000         15,619   
Gas Utilities–0.07%   

Ferrellgas L.P./Ferrellgas Finance Corp., Sr. Unsec. Gtd. Notes,
6.75%, 06/15/23(f)

    8,000         7,760   

Suburban Propane Partners, L.P./Suburban Energy Finance Corp., Sr. Unsec. Global Notes, 5.50%, 06/01/24

    4,000         3,780   
               11,540   
General Merchandise Stores–0.16%   

Dollar Tree, Inc., Sr. Unsec. Gtd. Notes, 5.75%, 03/01/23(f)

    25,000         26,375   
Health Care Facilities–1.36%   

Community Health Systems, Inc.,
Sr. Unsec. Gtd. Global Notes,
6.88%, 02/01/22

    15,000         16,012   

HCA, Inc., Sr. Unsec. Gtd. Notes, 5.38%, 02/01/25

    27,000         27,675   

Surgical Care Affiliates, Inc., Sr. Unsec. Gtd. Notes, 6.00%, 04/01/23(f)

    15,000         15,225   

Tenet Healthcare Corp., Sr. Unsec.
Global Notes,

    

6.75%, 02/01/20

    125,000         131,875   

6.75%, 06/15/23

    7,000         7,280   

8.13%, 04/01/22

    25,000         27,750   
               225,817   
 

 

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

 

11                         Invesco Strategic Real Return Fund


     Principal
Amount
     Value  
Health Care Services–0.35%   

MPH Acquisition Holdings LLC, Sr. Unsec. Gtd. Notes, 6.63%, 04/01/22(f)

  $ 30,000       $ 30,900   

Omnicare Inc., Sr. Unsec. Gtd. Notes, 5.00%, 12/01/24

    25,000         26,969   
               57,869   
Home Improvement Retail–0.14%   

Hillman Group Inc. (The), Sr. Unsec. Notes, 6.38%, 07/15/22(f)

    25,000         23,500   
Homebuilding–0.76%   

Beazer Homes USA Inc., Sr. Unsec. Gtd. Global Notes, 7.50%, 09/15/21

    35,000         34,650   

K. Hovnanian Enterprises Inc., Sr. Unsec. Gtd. Notes,

    

7.00%, 01/15/19(f)

    25,000         19,406   

8.00%, 11/01/19(f)

    24,000         18,570   

Meritage Homes Corp., Sr. Unsec. Gtd. Global Notes,

    

6.00%, 06/01/25

    13,000         12,968   

7.15%, 04/15/20

    5,000         5,419   

Ryland Group Inc. (The), Sr. Unsec. Gtd. Notes,
5.38%, 10/01/22

    25,000         25,406   

Taylor Morrison Communities Inc./Monarch Communities Inc., Sr. Unsec. Gtd. Notes, 5.88%, 04/15/23(f)

    10,000         10,100   
               126,519   
Household Products–0.86%   

Reynolds Group Issuer Inc./LLC (New Zealand), Sr. Unsec. Gtd. Global Notes, 8.25%, 02/15/21

    125,000         128,281   

Springs Industries, Inc., Sr. Sec. Global Notes, 6.25%, 06/01/21

    15,000         15,019   
               143,300   
Independent Power Producers & Energy Traders–0.23%   

AES Corp., Sr. Unsec. Notes, 5.50%, 04/15/25

    5,000         4,725   

Calpine Corp., Sr. Unsec. Global Notes, 5.50%, 02/01/24

    34,000         33,192   
               37,917   
Integrated Oil & Gas–0.16%   

California Resources Corp., Sr. Unsec. Gtd. Global Notes, 5.50%, 09/15/21

    33,000         25,740   
Internet Retail–0.11%   

Netflix, Inc., Sr. Unsec. Global Notes, 5.75%, 03/01/24

    17,000         17,765   
Internet Software & Services–0.54%   

EarthLink Holdings Corp., Sr. Sec. Gtd. First Lien Global Notes, 7.38%, 06/01/20

    35,000         36,662   

Equinix Inc., Sr. Unsec. Notes, 5.38%, 01/01/22

    52,000         52,650   
               89,312   
     Principal
Amount
     Value  
Leisure Products–0.20%   

Party City Holdings Inc., Sr. Unsec. Gtd. Notes, 6.13%, 08/15/23(f)

  $ 12,000       $ 12,195   

Vista Outdoor Inc., Sr. Unsec. Gtd. Notes, 5.88%, 10/01/23(f)

    21,000         21,525   
               33,720   
Metal & Glass Containers–0.32%   

Berry Plastics Corp., Sec. Gtd. Second Lien Notes, 5.50%, 05/15/22

    39,000         38,025   

Owens-Brockway Glass Container, Inc.,

    

Sr. Unsec. Gtd. Notes,

    

5.88%, 08/15/23(f)

    6,000         6,097   

6.38%, 08/15/25(f)

    9,000         9,225   
               53,347   
Office REIT’s–0.46%   

CyrusOne L.P./CyrusOne Finance Corp., Sr. Unsec. Gtd. Global Notes, 6.38%, 11/15/22

    75,000         76,687   
Oil & Gas Equipment & Services–0.11%   

Exterran Partners, L.P./EXLP Finance Corp., Sr. Unsec. Gtd. Global Notes, 6.00%, 04/01/21

    23,000         18,745   
Oil & Gas Exploration & Production–1.55%   

Antero Resources Corp., Sr. Unsec. Gtd. Global Notes,

    

5.38%, 11/01/21

    13,000         12,090   

6.00%, 12/01/20

    10,000         9,650   

Carrizo Oil & Gas, Inc.,
Sr. Unsec. Gtd. Global Notes,

    

6.25%, 04/15/23

    23,000         20,872   

Sr. Unsec. Gtd. Notes,

    

7.50%, 09/15/20

    7,000         6,720   

Chaparral Energy, Inc., Sr. Unsec. Gtd. Global Notes, 9.88%, 10/01/20

    17,000         9,010   

Chesapeake Energy Corp., Sr. Unsec. Gtd. Notes, 6.63%, 08/15/20

    15,000         12,113   

Concho Resources Inc., Sr. Unsec. Gtd. Global Notes,

    

5.50%, 10/01/22

    8,000         7,950   

5.50%, 04/01/23

    27,000         26,797   

Gulfport Energy Corp., Sr. Unsec. Gtd. Notes, 6.63%, 05/01/23(f)

    6,000         5,670   

Laredo Petroleum, Inc., Sr. Unsec. Gtd. Global Notes, 7.38%, 05/01/22

    20,000         19,700   

Parsley Energy LLC/Parsley Finance Corp., Sr. Unsec. Notes, 7.50%, 02/15/22(f)

    12,000         11,820   

Range Resources Corp.,

    

Sr. Unsec. Gtd. Sub. Global Notes,

    

5.00%, 03/15/23

    17,000         15,555   

Sr. Unsec. Gtd. Sub. Notes,

    

5.00%, 08/15/22

    7,000         6,493   

5.75%, 06/01/21

    10,000         9,700   

Rice Energy Inc., Sr. Unsec. Gtd. Notes, 7.25%, 05/01/23(f)

    28,000         26,320   
 

 

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

 

12                         Invesco Strategic Real Return Fund


     Principal
Amount
     Value  
Oil & Gas Exploration & Production–(continued)   

RSP Permian, Inc., Sr. Unsec. Gtd. Notes,

    

6.63%, 10/01/22(f)

  $ 4,000       $ 3,960   

6.63%, 10/01/22(f)

    9,000         8,910   

SandRidge Energy, Inc., Sr. Unsec. Gtd. Global Notes, 7.50%, 03/15/21

    13,000         3,770   

SM Energy Co., Sr. Unsec. Global Notes, 6.50%, 01/01/23

    9,000         8,685   

Whiting Petroleum Corp., Sr. Unsec. Gtd. Notes,

    

5.00%, 03/15/19

    8,000         7,200   

5.75%, 03/15/21

    4,000         3,600   

WPX Energy, Inc., Sr. Unsec. Notes, 7.50%, 08/01/20

    22,400         21,616   
               258,201   
Oil & Gas Storage & Transportation–0.78%   

Crestwood Midstream Partners L.P./Crestwood Midstream Finance Corp., Sr. Unsec. Gtd. Global Bonds, 6.13%, 03/01/22

    6,000         5,550   

Energy Transfer Equity, L.P.,

    

Sr. Sec. First Lien Notes,

    

5.50%, 06/01/27

    14,000         13,160   

Sr. Sec. Gtd. First Lien Notes,

    

7.50%, 10/15/20

    65,000         69,956   

Genesis Energy L.P./Genesis Energy Finance Corp., Sr. Unsec. Gtd. Notes, 6.75%, 08/01/22

    15,000         14,625   

Targa Resources Partners L.P./Targa Resources Partners Finance Corp.,

    

Sr. Unsec. Gtd. Global Bonds,

    

5.25%, 05/01/23

    10,000         9,450   

Sr. Unsec. Gtd. Global Notes,

    

6.88%, 02/01/21

    11,000         11,055   

Teekay Offshore Partners L.P./Teekay Offshore Finance Corp. (Bermuda), Sr. Unsec. Global Notes, 6.00%, 07/30/19

    5,000         4,263   

Tesoro Logistics L.P./Tesoro Logistics Finance Corp., Sr. Unsec. Gtd. Notes, 6.25%, 10/15/22(f)

    2,000         2,010   
               130,069   
Packaged Foods & Meats–0.04%   

WhiteWave Foods Co. (The), Sr. Unsec. Gtd. Notes, 5.38%, 10/01/22

    7,000         7,280   
Paper Packaging–0.04%   

Graphic Packaging International Inc., Sr. Unsec. Gtd. Notes,

    

4.75%, 04/15/21

    2,000         2,040   

4.88%, 11/15/22

    4,000         4,050   
               6,090   
Paper Products–0.11%   

Clearwater Paper Corp.,

    

Sr. Unsec. Gtd. Global Notes,

    

4.50%, 02/01/23

    3,000         2,865   

Sr. Unsec. Gtd. Notes,

    

5.38%, 02/01/25(f)

    8,000         7,800   
     Principal
Amount
     Value  
Paper Products–(continued)   

Mercer International Inc., Sr. Unsec. Gtd. Global Notes, 7.00%, 12/01/19

  $ 7,000       $ 7,201   
               17,866   
Personal Products–0.06%   

Elizabeth Arden, Inc., Sr. Unsec. Global Notes, 7.38%, 03/15/21

    15,000         9,788   
Pharmaceuticals–0.33%   

Concordia Healthcare Corp. (Canada), Sr. Unsec. Gtd. Notes,
7.00%, 04/15/23(f)

    16,000         16,520   

Quintiles Transnational Corp., Sr. Unsec. Gtd. Notes, 4.88%, 05/15/23(f)

    3,000         3,068   

Valeant Pharmaceuticals International, Inc., Sr. Unsec. Gtd. Notes,
5.50%, 03/01/23(f)

    25,000         25,312   

5.88%, 05/15/23(f)

    5,000         5,138   

6.13%, 04/15/25(f)

    5,000         5,187   
               55,225   
Regional Banks–0.77%   

CIT Group Inc., Sr. Unsec. Global Notes, 5.00%, 08/15/22

    125,000         127,812   
Restaurants–0.40%   

1011778 BC ULC/ New Red Finance, Inc. (Canada),

    

Sec. Gtd. Second Lien Notes,

    

6.00%, 04/01/22(f)

    37,000         38,156   

Sr. Sec. Gtd. First Lien Notes,

    

4.63%, 01/15/22(f)

    8,000         8,070   

Carrols Restaurant Group, Inc., Sec. Gtd. Second Lien Global Notes, 8.00%, 05/01/22

    19,000         20,116   
               66,342   
Semiconductor Equipment–0.64%   

Amkor Technology Inc., Sr. Unsec. Global Notes, 6.38%, 10/01/22

    108,000         105,840   
Specialized Consumer Services–0.03%   

ServiceMaster Co., LLC (The), Sr. Unsec. Notes, 7.45%, 08/15/27

    5,000         5,069   
Specialized Finance–1.63%   

Aircastle Ltd., Sr. Unsec. Global Notes, 7.63%, 04/15/20

    118,000         134,520   

International Lease Finance Corp.,
Sr. Unsec. Notes,
8.25%, 12/15/20

    115,000         137,425   
               271,945   
Specialized REIT’s–0.77%   

Crown Castle International Corp., Sr. Unsec. Notes, 4.88%, 04/15/22

    125,000         128,906   
Steel–0.04%   

FMG Resources (August 2006) Pty. Ltd. (Australia), Sr. Unsec. Gtd. Notes, 8.25%, 11/01/19(f)

    9,000         6,998   
 

 

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

 

13                         Invesco Strategic Real Return Fund


     Principal
Amount
     Value  
Trading Companies & Distributors–0.11%   

United Rentals North America Inc., Sr. Unsec. Gtd. Global Notes, 5.50%, 07/15/25

  $ 18,000       $ 17,415   
Trucking–0.08%   

OPE KAG Finance Sub. Inc., Sr. Unsec. Notes,
7.88%, 07/31/23(f)

    13,000         13,357   
Wireless Telecommunication Services–1.73%   

SBA Communications Corp., Sr. Unsec. Global Notes,
4.88%, 07/15/22

    25,000         24,875   

Sprint Capital Corp., Sr. Unsec. Gtd. Global Notes, 6.88%, 11/15/28

    20,000         17,300   

Sprint Communications Inc.,
Sr. Unsec. Global Notes, 6.00%, 11/15/22

    125,000         112,813   

T-Mobile USA, Inc., Sr. Unsec. Gtd. Global Bonds, 6.84%, 04/28/23

    125,000         132,187   
               287,175   

Total Bonds and Notes
(Cost $3,929,453)

   

     3,870,253   
         
Shares
         
Value
 

Money Market Funds–1.99%

  

Liquid Assets Portfolio–Institutional Class, 0.12%(h)

    165,429       $ 165,429   

Premier Portfolio–Institutional Class, 0.09%(h)

    165,429         165,429   

Total Money Market Funds
(Cost $330,858)

   

     330,858   

TOTAL INVESTMENTS–99.71%
(Cost $17,098,619)

   

     16,608,412   

OTHER ASSETS LESS LIABILITIES–0.29%

  

     49,012   

NET ASSETS–100.00%

  

   $ 16,657,424   
 

 

Investment Abbreviations:

 

Gtd.  

– Guaranteed

PIK  

– Payment in Kind

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)  Security traded on a discount basis. The interest rate shown represents the discount rate at the time of purchase by the Fund.
(c)  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.
(d)  Principal amount of security and interest payments are adjusted for inflation. See Note 1I.
(e)  Invesco Floating Rate Fund and the Fund are affiliated by either having the same investment adviser or an investment adviser under common control with the Fund’s investment adviser. The value of this security as of August 31, 2015 represented 29.89% of the Fund’s Net Assets. See Note 5.
(f)  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, 2015 was $799,694, which represented 4.80% of the Fund’s Net Assets.
(g)  All or a portion of this security is Payment-in-Kind.

 

Issuer    Cash Rate        PIK Rate  

Alphabet Holding Co., Inc., Sr. Unsec. Global PIK Notes

               8.50

 

(h)  The money market fund and the Fund are affiliated by having the same investment adviser. The rate shown is the 7-day SEC standardized yield as of August 31, 2015.

 

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

 

14                         Invesco Strategic Real Return Fund


Statement of Assets and Liabilities

August 31, 2015

 

Assets:

  

Investments, at value (Cost $11,532,253)

  $ 11,298,129   

Investments in affiliates, at value (Cost $5,566,366)

    5,310,283   

Total investments, at value (Cost $17,098,619)

    16,608,412   

Receivable for:

 

Investments sold

    7,803   

Variation margin — futures

    141   

Fund shares sold

    1,724   

Dividends and interest

    100,859   

Investment for trustee deferred compensation and retirement plans

    2,343   

Other assets

    36,585   

Total assets

    16,757,867   

Liabilities:

  

Payable for:

 

Investments purchased

    50,148   

Fund shares reacquired

    1,000   

Accrued fees to affiliates

    3,427   

Accrued trustees’ and officers’ fees and benefits

    3,308   

Accrued other operating expenses

    40,217   

Trustee deferred compensation and retirement plans

    2,343   

Total liabilities

    100,443   

Net assets applicable to shares outstanding

  $ 16,657,424   

Net assets consist of:

  

Shares of beneficial interest

  $ 17,258,385   

Undistributed net investment income

    68,101   

Undistributed net realized gain (loss)

    (178,868

Net unrealized appreciation (depreciation)

    (490,194
    $ 16,657,424   

Net Assets:

  

Class A

  $ 8,935,815   

Class C

  $ 458,767   

Class R

  $ 34,666   

Class Y

  $ 7,208,912   

Class R5

  $ 9,632   

Class R6

  $ 9,632   

Shares outstanding, $0.01 par value per share,
with an unlimited number of shares authorized:

   

Class A

    928,899   

Class C

    47,736   

Class R

    3,604   

Class Y

    749,236   

Class R5

    1,001   

Class R6

    1,001   

Class A:

 

Net asset value per share

  $ 9.62   

Maximum offering price per share

 

(Net asset value of $9.62 ¸ 97.50%)

  $ 9.87   

Class C:

 

Net asset value and offering price per share

  $ 9.61   

Class R:

 

Net asset value and offering price per share

  $ 9.62   

Class Y:

 

Net asset value and offering price per share

  $ 9.62   

Class R5:

 

Net asset value and offering price per share

  $ 9.62   

Class R6:

 

Net asset value and offering price per share

  $ 9.62   
 

 

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

 

15                         Invesco Strategic Real Return Fund


Statement of Operations

For the year ended August 31, 2015

 

Investment income:

  

Interest

   $ 287,715   

Dividends from affiliated underlying funds

     245,840   

Total investment income

     533,555   

Expenses:

  

Advisory fees

     64,542   

Administrative services fees

     50,000   

Custodian fees

     7,608   

Distribution fees:

  

Class A

     20,904   

Class C

     3,803   

Class R

     92   

Transfer agent fees — A, C, R and Y

     5,206   

Transfer agent fees — R5

     10   

Transfer agent fees — R6

     10   

Trustees’ and officers’ fees and benefits

     20,300   

Registration and filing fees

     93,261   

Reports to shareholders

     18,900   

Professional services fees

     46,514   

Other

     16,389   

Total expenses

     347,539   

Less: Fees waived and expenses reimbursed

     (266,937

Net expenses

     80,602   

Net investment income

     452,953   

Realized and unrealized gain (loss) from:

  

Net realized gain (loss) from:

  

Investment securities

     (153,893

Futures contracts

     (15,181
       (169,074

Change in net unrealized appreciation (depreciation) of:

  

Investment securities

     (632,748

Futures contracts

     (260
       (633,008

Net realized and unrealized gain (loss)

     (802,082

Net increase (decrease) in net assets resulting from operations

   $ (349,129

 

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

 

16                         Invesco Strategic Real Return Fund


Statement of Changes in Net Assets

For the years ended August 31, 2015 and 2014

 

     2015      2014  

Operations:

    

Net investment income

  $ 452,953       $ 224,456   

Net realized gain (loss)

    (169,074      4,055   

Change in net unrealized appreciation (depreciation)

    (633,008      142,814   

Net increase (decrease) in net assets resulting from operations

    (349,129      371,325   

Distributions to shareholders from net investment income:

    

Class A

    (219,582      (101,299

Class C

    (6,386      (114

Class R

    (387      (127

Class Y

    (215,309      (104,346

Class R5

    (288      (140

Class R6

    (288      (140

Total distributions from net investment income

    (442,240      (206,166

Share transactions–net:

    

Class A

    1,466,432         7,797,368   

Class C

    418,097         53,818   

Class R

    25,789         10,010   

Class Y

    12,090         7,480,010   

Class R5

            10,010   

Class R6

            10,010   

Net increase in net assets resulting from share transactions

    1,922,408         15,361,226   

Net increase in net assets

    1,131,039         15,526,385   

Net assets:

    

Beginning of year

    15,526,385           

End of year (includes undistributed net investment income of $68,101 and $45,161, respectively)

  $ 16,657,424       $ 15,526,385   

Notes to Financial Statements

August 31, 2015

NOTE 1—Significant Accounting Policies

Invesco Strategic Real Return 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 thirteen 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 to mitigate the effects of unanticipated inflation and to provide current income.

The Fund currently consists of six different classes of shares: Class A, Class C, Class R, 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 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 — Securities, including restricted securities, are valued according to the following policy.

Debt obligations (including convertible securities) 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 securities) 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.

 

17                         Invesco Strategic Real Return Fund


Listed options are valued at the mean between the last bid and asked 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 asked prices. For purposes of determining net asset value (“NAV”) 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/asked quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.

The Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain Fund investments.

Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general 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 (net of withholding tax, if any) 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 the Statement of Changes in Net Assets, or the net investment income per share and the 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 net investment income, if any, are declared 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

 

18                         Invesco Strategic Real Return Fund


  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 recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed the Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

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. Treasury Inflation-Protected Securities — The Fund may invest in Treasury Inflation-Protected Securities (“TIPS”). TIPS are fixed income securities whose principal value is periodically adjusted to the rate of inflation. The principal value of TIPS will be adjusted upward or downward, and any increase or decrease in the principal amount of TIPS will be included as interest income in the Statement of Operations, even though investors do not receive their principal until maturity.
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. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests and are shown in the Statement of Operations.

K. Forward Foreign Currency Contracts — The Fund may engage in foreign currency transactions either on a spot (i.e. for prompt delivery and settlement) basis, or through forward foreign currency contracts, to manage or minimize currency or exchange rate risk.

The Fund may also enter into forward 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, or the Fund may also enter into forward foreign currency contracts that do not provide for physical settlement of the two currencies, but instead are settled by a single cash payment calculated as the difference between the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount (non-deliverable forwards). The Fund will set aside liquid assets in an amount equal to daily mark-to-market obligation for forward foreign currency contracts.

A forward foreign currency contract is an obligation between two parties (“Counterparties”) to purchase or sell a specific currency for an agreed-upon price at a future date. The use of forward 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 forward 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 Counterparties 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

 

19                         Invesco Strategic Real Return Fund


  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. 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 $1 billion

    0.40%   

Next $2.5 billion

    0.35%   

Over $3.5 billion

    0.33%   

For the year ended August 31, 2015, the effective advisory fees incurred by the Fund was 0.40%.

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 Hong Kong Limited, Invesco Senior Secured Management, Inc., Invesco Canada Ltd. and Invesco PowerShares Capital Management LLC (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 Affiliated Sub-Adviser(s).

Effective May 1, 2015, the Adviser has contractually agreed, through at least December 31, 2015 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 C, Class R, Class Y, Class R5 and Class R6 shares to 0.79%, 1.54%, 1.04%, 0.54%, 0.54% and 0.54%, respectively, of average daily net assets. Prior to May 1, 2015, 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 C, Class R, Class Y, Class R5 and Class R6 shares to 0.78%, 1.53%, 1.03%, 0.53%, 0.53% and 0.53%, 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. Acquired Fund Fees and Expenses are not operating expenses of the Fund directly, but are fees and expenses, including management fees, of the investment companies in which the Fund invests. As a result, the total annual fund operating expenses after expense reimbursement may exceed the expense limits above. Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2015. The fee waiver agreement cannot be terminated during its term.

Further, the Adviser has contractually agreed, through at least June 30, 2017, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives on the Fund’s investments in certain affiliated funds.

For the year ended August 31, 2015, the Adviser waived advisory fees of $64,542 and reimbursed class level expenses of $104,878, $4,769, $231, $92,257, $130 and $130 of Class A, 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, 2015, 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, 2015, 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 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 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 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, 2015, expenses incurred under the Plans are shown in the Statement of Operations as Distribution fees.

 

20                         Invesco Strategic Real Return Fund


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, 2015, IDI advised the Fund that IDI retained $1,601 in front-end sales commissions from the sale of Class A shares and $68 from 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 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, 2015. 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

  $ 5,310,283         $         $         $ 5,310,283   

U.S. Treasury Securities

              7,427,876                     7,427,876   

Corporate Debt Securities

              3,870,253                     3,870,253   
      5,310,283           11,298,129                     16,608,412   

Futures Contracts*

    13                               13   

Total Investments

  $ 5,310,296         $ 11,298,129         $         $ 16,608,425   

 

* 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, 2015:

 

    Value  
Risk Exposure/Derivative Type   Assets        Liabilities  

Interest rate risk:

      

Futures contracts(a)

  $ 13         $   

 

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

Effect of Derivative Investments for the year ended August 31, 2015

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
Contracts
 

Realized Gain (Loss):

 

Interest Rate Risk

  $ (15,181

Change in Net Unrealized Appreciation (Depreciation):

 

Interest Rate Risk

    (260

Total

  $ (15,441

The table below summarizes the average notional value of futures contracts outstanding during the period.

 

     Futures
Contracts
 

Average notional value

  $ 339,574   

 

21                         Invesco Strategic Real Return Fund


Open Futures Contracts — Interest Rate Risk  
Futures Contracts   Type of
Contract
     Number of
Contracts
     Expiration
Month
     Notional
Value
     Unrealized
Appreciation
 

U.S. Treasury 10 Year Notes

    Short         1         December-2015       $ (127,063    $ 13   

NOTE 5—Investments in Affiliates

The Fund’s Adviser and the adviser for Invesco Floating Rate Fund are subsidiaries of Invesco Ltd. and therefore, Invesco Floating Rate Fund is considered to be affiliated with the Fund. The following is a summary of the transactions in, and earnings from, investments in Invesco Floating Rate Fund for the year ended August 31, 2015.

 

    

Value

08/31/14

     Purchases
at Cost
     Proceeds
from Sales
     Change in
Unrealized
Appreciation
(Depreciation)
     Realized
Gain (Loss)
    

Value

08/31/15

     Dividend
Income
 

Invesco Floating Rate Fund

  $ 4,952,598       $ 275,929       $       $ (249,102    $       $ 4,979,425       $ 245,748   

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. Obligations under the deferred compensation plan 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. The Fund may not purchase additional securities when any borrowings from banks exceed 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 Fiscal Years Ended August 31, 2015 and 2014:

 

     2015        2014  

Ordinary income

  $ 442,240         $ 206,166   

Tax Components of Net Assets at Period-End:

 

     2015  

Undistributed ordinary income

  $ 128,601   

Net unrealized appreciation (depreciation) — investments

    (563,658

Temporary book/tax differences

    (2,264

Capital loss carryforward

    (163,640

Shares of beneficial interest

    17,258,385   

Total net assets

  $ 16,657,424   

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 bond premium amortization.

The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.

Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

The Fund has a capital loss carryforward as of August 31, 2015, which expires as follows:

 

Capital Loss Carryforward*  
Expiration   Short-Term        Long-Term        Total  

Not Subject to Expiration

  $ 112,120         $ 51,520         $ 163,640   

 

* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code and may be further limited depending upon a variety of factors, including the realization of net unrealized gains or losses as of the date of any reorganization.

 

22                         Invesco Strategic Real Return 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, 2015 was $3,252,444 and $2,894,380, respectively. During the same period, purchases and sales of U.S. Treasury obligations were $2,481,598 and $1,054,063, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed federal income tax reporting period-end.

 

Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis  

Aggregate unrealized appreciation of investment securities

  $ 19,968   

Aggregate unrealized (depreciation) of investment securities

    (583,626

Net unrealized appreciation (depreciation) of investment securities

  $ (563,658

Cost of investments for tax purposes is $17,172,070.

NOTE 10—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of distributions and bond premium amortization on August 31, 2015, undistributed net investment income was increased by $12,227 and undistributed net realized gain (loss) was decreased by $12,227. This reclassification had no effect on the net assets of the Fund.

NOTE 11—Share Information

 

     Summary of Share Activity  
    Years ended August 31,  
    2015(a)      2014  
     Shares      Amount      Shares      Amount  

Sold:

          

Class A

    174,539       $ 1,714,799         783,367       $ 7,836,144   

Class C

    49,594         488,421         5,340         53,818   

Class R

    2,588         25,640         1,001         10,010   

Class Y

    1,227         12,010         748,001         7,480,010   

Class R5

                    1,001         10,010   

Class R6

                    1,001         10,010   

Issued as reinvestment of dividends:

          

Class A

    2,237         21,862         165         1,666   

Class C

    632         6,170                   

Class R

    15         149                   

Class Y

    11         109                   

Reacquired:

          

Class A

    (27,409      (270,229      (4,000      (40,442

Class C

    (7,830      (76,494                

Class Y

    (3      (29                

Net increase in share activity

    195,601       $ 1,922,408         1,535,876       $ 15,361,226   

 

(a)  87% of the outstanding shares of the Fund are owned by the Adviser.

 

23                         Invesco Strategic Real Return 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 08/31/15

  $ 10.11      $ 0.26      $ (0.49   $ (0.23   $ (0.26   $ 9.62        (2.26 )%    $ 8,936        0.60 %(d)(e)      2.25 %(d)(e)      2.71 %(d)(e)      25

Year ended 08/31/14(f)

    10.00        0.14        0.10        0.24        (0.13     10.11        2.44        7,880        0.59 (g)      2.87 (g)      4.21 (g)      13   

Class C

                       

Year ended 08/31/15

    10.10        0.19        (0.49     (0.30     (0.19     9.61        (3.00     459        1.35 (d)(e)      3.00 (d)(e)      1.96 (d)(e)      25   

Year ended 08/31/14(f)

    10.00        0.12        0.09        0.21        (0.11     10.10        2.14        54        1.34 (g)      3.62 (g)      3.46 (g)      13   

Class R

                       

Year ended 08/31/15

    10.11        0.24        (0.49     (0.25     (0.24     9.62        (2.51     35        0.85 (d)(e)      2.50 (d)(e)      2.46 (d)(e)      25   

Year ended 08/31/14(f)

    10.00        0.14        0.10        0.24        (0.13     10.11        2.37        10        0.84 (g)      3.12 (g)      3.96 (g)      13   

Class Y

                       

Year ended 08/31/15

    10.11        0.29        (0.49     (0.20     (0.29     9.62        (2.02     7,209        0.35 (d)(e)      2.00 (d)(e)      2.96 (d)(e)      25   

Year ended 08/31/14(f)

    10.00        0.15        0.10        0.25        (0.14     10.11        2.50        7,563        0.34 (g)      2.62 (g)      4.46 (g)      13   

Class R5

                       

Year ended 08/31/15

    10.11        0.29        (0.49     (0.20     (0.29     9.62        (2.02     10        0.35 (d)(e)      2.07 (d)(e)      2.96 (d)(e)      25   

Year ended 08/31/14(f)

    10.00        0.15        0.10        0.25        (0.14     10.11        2.50        10        0.34 (g)      2.68 (g)      4.46 (g)      13   

Class R6

                       

Year ended 08/31/15

    10.11        0.29        (0.49     (0.20     (0.29     9.62        (2.02     10        0.35 (d)(e)      2.07 (d)(e)      2.96 (d)(e)      25   

Year ended 08/31/14(f)

    10.00        0.15        0.10        0.25        (0.14     10.11        2.50        10        0.34 (g)      2.68 (g)      4.46 (g)      13   

 

(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 $8,362, $380, $18, $7,355, $10 and $10 for Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares, respectively.
(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated underlying fund expenses are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated underlying fund expenses that your Fund bears indirectly is included in your Fund’s total return. Estimated acquired fund fees from underlying funds were 0.22% for the year ended August 31, 2015 and 0.21% for the period April 30, 2014 (commencement date) through August 31, 2014.
(f)  Commencement date of April 30, 2014.
(g)  Annualized

 

24                         Invesco Strategic Real Return 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 Strategic Real Return 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 Strategic Real Return Fund (one of the funds constituting AIM Counselor Series Trust (Invesco Counselor Series Trust), hereafter referred to as the “Fund”) at August 31, 2015, the results of its operations, the changes in its net assets and the financial highlights for the year then ended and for the period April 30, 2014 (commencement of operations) through August 31, 2014, 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, 2015 by correspondence with the custodian and brokers, and the application of alternative auditing procedures where confirmations of security purchases have not been received, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

October 27, 2015

Houston, Texas

 

25                         Invesco Strategic Real Return 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, 2015 through August 31, 2015.

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
(03/01/15)
    ACTUAL    

HYPOTHETICAL

(5% annual return before
expenses)

    Annualized
Expense
Ratio
 
    Ending
Account Value
(08/31/15)1
    Expenses
Paid During
Period2
    Ending
Account Value
(08/31/15)
    Expenses
Paid During
Period2
   
A   $ 1,000.00      $ 981.90      $ 3.00      $ 1,022.18      $ 3.06        0.60
C     1,000.00        977.20        6.73        1,018.40        6.87        1.35   
R     1,000.00        980.70        4.24        1,020.92        4.33        0.85   
Y     1,000.00        982.10        1.75        1,023.44        1.79        0.35   
R5     1,000.00        982.10        1.75        1,023.44        1.79        0.35   
R6     1,000.00        982.10        1.75        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, 2015 through August 31, 2015, 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 Strategic Real Return Fund


Approval of Investment Advisory and Sub-Advisory Agreements

 

The Board of Trustees (the Board) of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the Company) is required under the Investment Company Act of 1940, as amended, to approve annually the renewal of Invesco Strategic Real Return Fund’s (the Fund) investment advisory agreements. During contract renewal meetings held on June 9-10, 2015, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% of the Board, voting separately, approved the continuance for the Fund of the Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) and the Master Intergroup Sub-Advisory Contract for Mutual Funds with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc., Invesco Canada Ltd. and Invesco PowerShares Capital Management LLC (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts) for another year, effective July 1, 2015.

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 Board determined that continuation of the Fund’s investment advisory agreement and the sub-advisory contracts is in the best interest of the Fund and its shareholders and that 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 performance and investment management services provided by Invesco Advisers and the Affiliated Sub-Advisers to 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 Board had the benefit of reports from the Sub-Committees and Investments Committee throughout the year in considering approval of the continuance of each

Invesco Fund’s investment advisory agreement and sub-advisory contracts for another year.

During the contract renewal process, the Board receives 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 Board also receives a report and this 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. 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.

The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation. The Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these 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 is a summary of 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 10, 2015, and does not reflect consideration of factors that became known to the Board after that date.

Factors and Conclusions and Summary of Evaluation of Investment Advisory and Sub-Advisory Agreements

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. 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. 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, valuation and legal and compliance.

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 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 did not consider Fund performance as a relevant factor in considering whether to approve the investment advisory agreement as the Fund had less than one year of performance history.

C. Advisory and Sub-Advisory Fees and Fee Waivers

The Board considered the advisory fee schedule of the Fund and the contractual fee waivers and/or expense limitations that will be in place for the Fund through December 31, 2015. The Board had no comparative Lipper fee data because the Fund was launched in April 2014.

The Board noted that Invesco Advisers and the Affiliated Sub-Advisers do not manage other mutual funds or client accounts with investment strategies comparable to those of the Fund.

 

 

27                         Invesco Strategic Real Return 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.

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. 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 Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its affiliates provide to the Invesco Funds. The Board noted that although Invesco Advisers received a minimal amount of revenues from advising the Fund, Invesco Advisers and its subsidiaries did not make a profit from managing the Fund as a result of fee and expense waivers. 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 providing 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; and that the services are required for the operation of the Fund.

The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. 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 with respect to investments in the affiliated money market 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 amount of advisory fees received by Invesco Advisors from the Fund’s investment of cash collateral from any securities lending arrangements in the affiliated money market funds is fair and reasonable.

 

 

28                         Invesco Strategic Real Return 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, 2015:

 

Federal and State Income Tax

 

Qualified Dividend Income*

     0

Corporate Dividends Received Deduction*

     0

U.S. Treasury Obligations*

     13.46

Tax-Exempt Interest Dividends*

     0

 

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

 

Non-Resident Alien Shareholders

Qualified Short-Term Gains**

     $ 3,609  

 

  ** The above percentage is based on income dividends paid to shareholders during the Fund’s fiscal year.

 

29                         Invesco Strategic Real Return 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).

  144   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), Invesco Canada Holdings Inc. (holding company), Trimark Investments Ltd./Placements Trimark Ltèe and Invesco Financial Services Ltd/Services Financiers Invesco Ltèe; Chief Executive Officer, Invesco Corporate Class 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), Short-Term Investments Trust and Invesco Management Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management 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: Chief Executive Officer, Invesco Canada Fund Inc (corporate mutual fund company); 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; 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), and Short-Term Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc..

  144   None

 

1  Mr. Flanagan is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) 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.

 

2  Mr. Taylor is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer and a director of the Adviser.

 

T-1                         Invesco Strategic Real Return 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; Chairman, Board of Governors of INTELSAT (international communications company); ACE Limited (insurance company); Independent Directors Council and Investment Company Institute

  144   ALPS (Attorneys Liability Protection Society) (insurance company) and Globe Specialty Metals, Inc. (metallurgical company)

David C. Arch — 1945

Trustee

  2010   Chairman of Blistex Inc., a consumer health care products manufacturer   144   Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan; Member of the Audit Committee of the Edward-Elmhurst Hospital

James T. Bunch — 1942

Trustee

  2000  

Managing Member, Grumman Hill Group LLC (family office/private equity investments)

 

Formerly: Founder, Green Manning & Bunch Ltd. (investment banking firm) (1988-2010); Executive Committee, United States Golf Association; and Chairman, Board of Governors, Western Golf Association

  144   Chairman of the Board of Trustees, Evans Scholars Foundation; and Chairman of the Board, 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

  144   Director of Quidel Corporation and Stericycle, 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); Nature’s Sunshine Products, Inc. and Reich & Tang Funds (5 portfolios) (registered investment company)

 

Formerly: Director, Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company); 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)

  144   Director of: Nature’s Sunshine Products, Inc., Reich & Tang Funds, Homeowners of America Holding Corporation/ Homeowners of America Insurance Company, the Boss Group

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

  144   Insperity, Inc. (formerly known as Administaff)

Prema Mathai-Davis — 1950

Trustee

  2003   Retired. Formerly: Chief Executive Officer, YWCA of the U.S.A.   144   None

Larry Soll — 1942

Trustee

  1997   Retired. Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)   144   None

Hugo F. Sonnenschein — 1940

Trustee

  2010   President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to 2000, President of the University of Chicago   144   Trustee of the University of Rochester and a member of its investment committee; Member of the National Academy of Sciences and the American Philosophical Society; Fellow of the American Academy of Arts and Sciences
Raymond Stickel, Jr. — 1944 Trustee   2005   Retired. Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche   144   None

 

T-2                         Invesco Strategic Real Return 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)

Suzanne H. Woolsey — 1941

Trustee

  2014   Chief Executive Officer of Woolsey Partners LLC   144   Emeritus Chair of the Board of Trustees of the Institute for Defense Analyses; Trustee of Colorado College; Trustee of California Institute of Technology; Prior to 2014, Director of Fluor Corp.; Prior to 2010, Trustee of the German Marshall Fund of the United States; Prior to 2010 Trustee of the Rocky Mountain Institute
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; Managing Director, 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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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
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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity 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

 

T-3                         Invesco Strategic Real Return 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)                
Karen Dunn Kelley — 1960
Vice President
  2003  

Senior Managing Director, Investments, Invesco Ltd.; 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; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust); and President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust only)

 

Formerly: Director and President, INVESCO Asset Management (Bermuda) Ltd., 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.; 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), and Short-Term Investments Trust only)

  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, and PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Commodity Fund Trust; Anti-Money Laundering Compliance Officer and Bank Secrecy Act Officer, INVESCO National Trust Company and Invesco Trust Company; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, Inc..   N/A   N/A

Lisa O. Brinkley — 1959

Chief Compliance Officer

  2004  

Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A., Inc.); and Chief Compliance Officer, The Invesco Funds

 

Formerly: Global Assurance Officer, Invesco Ltd. and Vice President, The Invesco Funds; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company.

  N/A   N/A

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

1000 Louisiana Street, Suite 5800

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 Strategic Real Return Fund


 

LOGO

 

 

Invesco mailing information

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

 

 

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.

   LOGO

SEC file numbers: 811-09913 and 333-36074                    SRR-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 2015
     (e)(2)
Percentage of Fees
Billed Applicable to
Non-Audit Services
Provided for fiscal
year end 2015
Pursuant to Waiver of
Pre-Approval
Requirement(1)
    Fees Billed for
Services Rendered to
the Registrant for
fiscal year end 2014
     (e)(2)
Percentage of Fees
Billed Applicable to
Non-Audit Services
Provided for fiscal
year end 2014
Pursuant to Waiver of
Pre-Approval
Requirement(1)
 

Audit Fees

   $ 430,750         N/A      $ 374,875         N/A   

Audit-Related Fees(2)

   $ 0         0   $ 6,500         0

Tax Fees(3)

   $ 104,715         0   $ 177,710         0

All Other Fees

   $ 0         0   $ 0         0
  

 

 

      

 

 

    

Total Fees

   $ 535,465         0   $ 559,085         0

(g) PWC billed the Registrant aggregate non-audit fees of $104,715 for the fiscal year ended 2015, and $184,210 for the fiscal year ended 2014, for non-audit services rendered to the Registrant.

 

 

(1) With respect to the provision of non-audit services, the pre-approval requirement is waived pursuant to a de minimis exception if (i) such services were not recognized as non-audit services by the Registrant at the time of engagement, (ii) the aggregate amount of all such services provided is no more than 5% of the aggregate audit and non-audit fees paid by the Registrant to PWC during a fiscal year; and (iii) such services are promptly brought to the attention of the Registrant’s Audit Committee and approved by the Registrant’s Audit Committee prior to the completion of the audit.
(2) Audit-related fees for the fiscal year end 2014 include fees billed for agreed upon procedures related to fund mergers.
(3) Tax fees for the fiscal year end 2015 include fees billed for reviewing tax returns. Tax fees for the fiscal year end 2014 includes fees billed for reviewing tax returns, consultation services and fund mergers.


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
2015 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 2015 Pursuant to
Waiver of Pre-
Approval
Requirement(1)
    Fees Billed for Non-
Audit Services
Rendered to Invesco
and Invesco Affiliates
for fiscal year end
2014 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 2014 Pursuant to
Waiver of Pre-
Approval
Requirement(1)
 

Audit-Related Fees

   $ 574,000         0   $ 574,000         0

Tax Fees

   $ 0         0   $ 0         0

All Other Fees

   $ 2,600,000         0   $ 0         0
  

 

 

      

 

 

    

Total Fees(2)

   $ 3,174,000         0   $ 574,000         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) Audit-Related fees for the year end 2015 include fees billed related to reviewing controls at a service organization. Audit-Related fees for the year end 2014 include fees billed related to reviewing controls at a service organization.

(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 $7,224,954 for the fiscal year ended 2015, and $2,684,926 for the fiscal year ended 2014, 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 30th of the following year, unless the Audit Committees consider a different period and state otherwise. The Audit Committees will add to or subtract from the list of general pre-approved services from time to time, based on subsequent determinations.

The purpose of these policies and procedures is to set forth the guidelines to assist the Audit Committees in fulfilling their responsibilities.

Delegation

The Audit Committees may from time to time delegate pre-approval authority to one or more of its members who are Independent Trustees. All decisions to pre-approve a service by a delegated member shall be reported to the Audit Committees at the next quarterly meeting.

Audit Services

The annual audit services engagement terms will be subject to specific pre-approval of the Audit Committees. Audit services include the annual financial statement audit and other procedures such as tax provision work that is required to be performed by the independent auditor to be able to form an opinion on the Funds’ financial statements. The Audit Committees will obtain, review and consider sufficient information concerning the proposed Auditor to make a reasonable evaluation of the Auditor’s qualifications and independence.

In addition to the annual Audit services engagement, the Audit Committees may grant either general or specific pre-approval of other audit services, which are those services that only the independent auditor reasonably can provide. Other Audit services may include services such as issuing consents for the 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, 2015, 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, 2015, 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 9, 2015

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 9, 2015

 

By:  

/s/ Sheri Morris

  Sheri Morris
  Principal Financial Officer
Date:   November 9, 2015


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.