Invesco Municipal Income Opportunities Trust

Regulatory Filings • Aug 9, 2010

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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 811-05597

Invesco Municipal Income Opportunities Trust

(Exact name of registrant as specified in charter)

11 Greenway Plaza, Suite 2500 Houston, Texas	77046
(Address of principal executive offices)	(Zip code)

Philip A. Taylor 11 Greenway Plaza, Suite 2500 Houston, Texas 77046

(Name and address of agent for service)

Registrant’s telephone number, including area code: (713) 626-1919

Date of fiscal year end: 5/31

Date of reporting period: 5/31/10

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link2 "Item 1. Reports to Stockholders."

Item 1. Reports to Stockholders.

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Annual Report to Shareholders May 31, 2010 Annual Report to Shareholders May 31, 2010 Invesco Municipal Income Opportunities Trust Formerly Morgan Stanley Municipal Income Opportunities Trust NYSE: OIA

TOC

2	Performance Summary
2	Management Discussion
4	Letter to Shareholders
5	Supplemental Information
6	Dividend Reinvestment Plan
7	Revised Investment Policy
8	Schedule of Investments
15	Financial Statements
17	Notes to Financial Statements
21	Financial Highlights
23	Auditor’s Report
24	Approval of Investment Advisory and Sub-Advisory Agreements
26	Tax Information
27	Results of Proxy
T-1	Trustees and Officers

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Management’s Discussion of Fund Performance

Performance summary

During the reporting period, the municipal bond market continued its broad recovery. Given this environment, for the fiscal year ended May 31, 2010, Invesco Municipal Income Opportunities Trust’s net asset value (NAV) increased from $5.90 to $6.79 per share. The Fund’s total return at NAV was 23.12%. For the fiscal year ended May 31, 2010, the Fund’s market value per share moved from $5.67 to $6.51 per share. The Fund’s total return at market value was 22.83%.

The Fund is a closed-end management investment company whose shares are traded on the New York Stock Exchange—OIA. The shares may trade at a discount or premium to NAV. As of May 31, 2010, the Fund’s shares traded at a 4.12% discount to NAV.

Performance Total returns, 5/31/09 to 5/31/10

Fund at NAV	23.12	%
Fund at Market Value	22.83
Market Price Discount to NAV	(4.12	)

The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Investment return, net asset value and common share market price will fluctuate so that you may have a gain or loss when you sell shares. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect fund expenses, the reinvestment of distributions (if any) and changes in net asset value (NAV) for performance based on NAV and changes in market price for performance based on market price.

Since the Fund is a closed-end management investment company, shares of the Fund may trade at a discount or premium from the NAV. This characteristic is separate and distinct from the risk that NAV could decrease as a result of investment activities and may be a greater risk to investors expecting to sell their shares after a short time. The Fund cannot predict whether shares will trade at, above or below NAV. The Fund should not be viewed as a vehicle for trading purposes. It is designed primarily for risk-tolerant long-term investors.

How we invest

Invesco Municipal Income Opportunities Trust invests primarily in non-rated municipal bonds that are deemed to be of medium-rated quality by fund management. These non-rated obligations share many of the same characteristics as bonds that Moody’s Investor Services rate as A, Baa and Ba and that Standard and Poor’s Corporation rates as A, BBB and BB. We employ a bottom-up, research-driven approach to identify securities that have attractive risk/reward characteristics for the sectors in which we invest. These sectors include not-for-profit hospitals, continuing care retirement centers, industrial revenue bonds and special tax districts. We also integrate macroeconomic analysis and forecasting into our evaluation and ranking of various sectors and individual securities. Finally, we employ leverage on a limited basis in an effort to enhance the Fund’s income and total return.

Sell decisions are based on:

| ■ | A deterioration or likely
deterioration of an individual
issuer’s capacity to meet its debt
obligations on a timely basis; |
| --- | --- |
| ■ | A deterioration or likely deterioration of the broader fundamentals of a particular industry or
sector; |
| ■ | Opportunities in the secondary or primary market to swap into a security with better
relative value. |

Market conditions and your Fund

During the reporting period, the municipal bond market continued its broad recovery that began in early 2009. Flows into the municipal market overall and high yield municipal bond funds were strong while tax-exempt bond issuance declined as a result of the success of the taxable municipal Build America Bond program.

The high yield segment of the market continued to outperform the investment grade segment as credit spreads between lower- and non-rated municipal bonds and high grade municipal bonds tightened significantly. For the year ended May 31, 2010, the Barclays Capital High Yield Municipal Bond Index returned 21.01% 1 and the Barclays Capital Municipal Bond Index (a benchmark for the investment grade segment) returned 8.52%, 1 while the yield differential between the indexes narrowed to 343 1 basis points.

The Fund was well positioned to take advantage of these market conditions and detractors to performance were limited due to the broad-based recovery in the municipal market. Spread tightening significantly boosted returns as the Fund maintained an average weighting of 63 percent in non-rated bonds. An emphasis on health care bonds, both rated and non-rated, also helped returns.

Top 10 Fixed Income Issuers

1. City of Fenton	3.2
2. Broward County
Professional Sports Facilities	2.3
3. Texas Department of
Housing & Community Affairs	2.3
4. South Miami Health Facilities Authority	2.2
5. County of Escambia	1.8
6. New Hampshire
Housing Finance Authority	1.7
7. Orange County
Health Facilities Authority	1.6
8. Golden State Tobacco
Securitization Corp.	1.5
9. City of Des Peres	1.4
10. City of Chicago	1.4

Portfolio Composition By credit quality*

AAA	5.1
AA	4.0
A	4.9
BBB	13.0
BB	8.2
B	1.1
NR	63.7
Total Net Assets	$133.2 million
Total Number of Holdings	188

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

• Rating allocation based on ratings as issued by Standard and Poor’s and 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. “NR” indicates the debtor was not rated, and should not be interpreted as indicating low quality.

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Additionally, the Fund’s long duration positioning, achieved through exposure to inverse floating rate securities, was also advantageous, generating approximately one-third of the Fund’s total return for the period as long-term rates declined.

Detractors included industrial development revenue/pollution control revenue (IDR/PCR) bonds which were the best performing sector in the municipal bond market for the reporting period. While the Fund had meaningful exposure which was a positive contributor, we had less exposure than most broad market benchmarks. In addition, the Fund’s holdings in pre-refunded bonds were a detractor as these bonds perform in line with the short end of the market, which did not rally as much as the long end. Housing bonds also tempered returns as they didn’t participate as fully as other sectors during this recovery.

In closing, we thank you for your continued investment in Invesco Municipal Income Opportunities Trust.

1 Barclays Capital

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

See important Fund and index disclosures later in this report.

Portfolio Management

Bill Black

Certified Financial Analyst, portfolio manager, is manager of Invesco Municipal Income Opportunities Trust. Prior to joining Invesco in June 2010, Mr. Black was portfolio manager for the predecessor fund since December 2009 and was associated with Van Kampen Asset Management or its investment advisory affiliates in an investment management capacity from 1998 to June 2010. He earned a B.S. in engineering and public policy from the University of Missouri and a M.M. in management from the Kellogg Graduate School of Management at Northwestern University.

Mark Paris

Portfolio manager, is manager of Invesco Municipal Income Opportunities Trust. Prior to joining Invesco in June 2010, Mr. Paris was portfolio manager for the predecessor fund since December 2009 and was associated with Van Kampen Asset Management or its investment advisory affiliates in an investment management capacity from 2002 to June 2010. He earned a B.B.A. in finance from the City University of New York.

James Phillips

Portfolio manager, is manager of Invesco Municipal Income Opportunities Trust. Prior to joining Invesco in June 2010, Mr. Phillips was portfolio manager for the predecessor fund since December 2009 and was associated with Van Kampen Asset Management or its investment advisory affiliates in an investment management capacity from 1991 to June 2010. He earned a B.A. in American literature from Empire State College, the independent study division of the State University of New York, and an M.B.A. in finance from the State University of New York at Albany.

Robert Stryker

Chartered Financial Analyst, portfolio manager, is manager of Invesco Municipal Income Opportunities Trust. Prior to joining Invesco in June 2010, Mr. Stryker was portfolio manager for the predecessor fund since September 2007 and was associated with Van Kampen Asset Management or its investment advisory affiliates in an investment management capacity from 1994 to June 2010. He earned a B.S. in finance from the University of Illinois, Chicago.

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Letter to Shareholders

Philip Taylor

Dear Shareholders:

I’m pleased to present this report on your Fund’s performance for the 12 months ended May 31, 2010. Whether you’re a long-time Invesco client or a shareholder who joined us as a result of Invesco’s June 1 acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments, I’m glad you’re part of the Invesco Funds family.

At Invesco, we are committed to providing you with timely information about market conditions, answering questions you may have about your investments and offering outstanding customer service. Near the end of this letter, I’ve provided the number to call if you have specific questions about your account; I’ve also provided my email address so you can send a general Invesco-related question or comment to me directly.

Welcome to Invesco

While some things have changed — such as the name of your Fund — the important things have not. For example, you’ll continue to work with the same financial adviser with whom you’ve worked in the past, and your fund’s strategy and investment objective are unchanged.

I believe the integration of Morgan Stanley’s retail asset management business into Invesco offers great benefits to you. The combination will allow us to better serve you through:

| ■ | A
continued commitment to investment excellence. |
| --- | --- |
| ■ | Greater breadth and depth of investment capabilities. |
| ■ | Organizational strength that allows us to pursue
efficiencies. |

Short-term market conditions can change from time to time, sometimes suddenly. But regardless of market trends, our commitment to putting you first, helping you achieve your financial objectives and providing you with excellent customer service will not.

If you have questions about your account, please contact one of our client services representatives at 800 341 2929. If you have a general Invesco-related question or comment for me, please email me directly at phil@invesco.com.

I want to thank our existing Invesco clients for placing your faith in us. And I want to welcome our new Invesco clients: We look forward to serving your needs in the years ahead. Thank you for investing with us.

Sincerely,

Philip Taylor Senior Managing Director, Invesco

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Invesco Municipal Income Opportunities Trust’s investment objective is to provide a high level of current income exempt from federal income tax.

| ■ | Unless otherwise stated, information presented in this report is as of May 31, 2010, and is
based on total net assets. |
| --- | --- |
| ■ | Unless otherwise noted, all information is provided by Invesco. |
| ■ | To access your Fund’s reports/prospectus visit invesco.com/fundreports. |

Principal risks of investing in the Fund

■ The prices of securities held by the fund may decline in response to market risks.

■ Other risks described and defined later in this report.

About indexes used in this report

■ The Barclays Capital Municipal Bond Index is an unmanaged index considered representative of the tax-exempt bond market.

■ The Barclays Capital High Yield Municipal Bond Index is an unmanaged index consisting of noninvestment-grade, unrated or below Ba1 bonds.

■ The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.

■ 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

■ The Chartered Financial Analyst ® (CFA ® ) designation is globally recognized and attests to a charterholder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.

NYSE Symbol OIA

NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE

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Dividend Reinvestment Plan

The dividend reinvestment plan (the Plan) offers you a prompt and simple way to reinvest your dividends and capital gains distributions (Distributions) into additional shares of your Fund. Under the Plan, the money you earn from dividends and capital gains distributions will be reinvested automatically in more shares of your Fund, allowing you to potentially increase your investment over time.

Plan benefits

■	Add to your account
	You may increase the amount of
shares in your Fund easily and
automatically with the Plan.
■	Low transaction costs
	Transaction costs are low because
the new shares are bought in blocks
and the brokerage commission is
shared among all participants.
■	Convenience
	You will receive a detailed account
statement from Computershare Trust
Company, N.A. (the Agent) which
administers the Plan. The statement
shows your total distributions, date
of investment, shares acquired, and
price per share, as well as the
total number of shares in your
reinvestment account. You can also
access your account via the
Internet. To do this, please go to
invesco.com.
■	Safekeeping
	The Agent will hold the shares
it has acquired for you in
safekeeping.

How to participate in the Plan

If you own shares in your own name, you can participate directly in the Plan. If your shares are held in “street name” — in the name of your brokerage firm, bank, or other financial institution — you must instruct that entity to participate on your behalf. If they are unable to participate on your behalf, you may request that they reregister your shares in your own name so that you may enroll in the Plan.

How to enroll

To enroll in the Plan, please read the Terms and Conditions in the Plan brochure. You can obtain a copy of the Plan Brochure and enroll in the Plan by visiting invesco.com, calling toll-free 800 341 2929 or notifying us in writing at Invesco Closed-End Funds ComputershareTrust Company, N.A. P.O. Box 43078, Providence, RI 02940-3078. Please include your fund name and account number and ensure that all shareholders listed on the account sign these written instructions. Your participation in the Plan will begin with the next dividend or capital gains distribution payable after Computershare Trust Company, N.A. receives your authorization, as long as they receive it before the “record date,” which is generally one week before the dividend is paid. If your authorization arrives after such record date, your participation in the Plan will begin with the following dividend or capital gains distribution.

Costs of the Plan

There is no direct charge to you for reinvesting Distributions because the Plan’s fees are paid by your Fund. However, you will pay your portion of any per share fees incurred when the new shares are purchased on the open market. These fees are typically less than the standard brokerage charges for individual transactions, because shares are purchased for all Participants in blocks, resulting in lower commissions for each individual Participant. Any per share or service fees are averaged into the purchase price. Per share fees include any applicable brokerage commissions the Agent is required to pay.

Tax implications

The automatic reinvestment of Distributions does not relieve you of any income tax that may be due on Distributions. You will receive tax information annually to help you prepare your federal income tax return.

Invesco does not offer tax advice. The tax information contained herein is general and is not exhaustive by nature. It was not intended or written to be used, and it cannot be used, by any taxpayer for avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Federal and state tax laws are complex and constantly changing. Shareholders should always consult a legal or tax adviser for information concerning their individual situation.

How to withdraw from the Plan

You may withdraw from the plan at any time by calling 800 341 2929, visiting invesco.com or by writing to Invesco Closed-End Funds, Computershare Trust Company, N.A., P.O. Box 43078, Providence, RI 02940-3078. Simply indicate that you would like to withdraw from the Plan, and be sure to include your fund name and account number. Also, ensure that all shareholders listed on the account have signed these written instructions. If you withdraw, you have three options with regard to the shares held in the Plan:

| 1. | If you opt to continue to
hold your non-certificated
shares, whole shares will be
held by the Agent and
fractional shares will be
sold. The proceeds will be
sent via check to your address
of record after deducting per
share fees. Per share fees
include any applicable
brokerage commissions the
Agent is required to pay. |
| --- | --- |
| 2. | If you opt to sell your
shares through the Agent, we
will sell all full and
fractional shares and send the
proceeds via check to your
address of record after
deducting per share fees. Per
share fees include any
applicable brokerage
commissions the Agent is
required to pay. |
| 3. | You may sell your shares
through your financial adviser
through the Direct
Registration System (DRS). DRS
is a service within the
securities industry that
allows fund shares to be held
in your name in electronic
format. You retain full
ownership of your shares,
without having to hold a stock
certificate. You should
contact your financial adviser
to learn more about any
restrictions or fees that may
apply. |

To obtain a complete copy of the Dividend Reinvestment Plan, please call our Client Services department at 800 341 2929 or visit invesco.com.

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Revised Investment Policy

Effective October 13, 2009, the Board of Trustees of the Fund approved a change to the Fund’s investment practice to permit the Fund to invest, without limit, in private placement securities in order to enhance portfolio management flexibility in managing the Fund. The Fund has amended and restated its policy on derivatives to permit it to invest in the derivative investments discussed below.

Derivative Policy

The Fund may use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based on the value of another underlying asset, interest rate, index or financial instrument. A derivative instrument often has risks similar to its underlying instrument and may have additional risks, including imperfect correlation between the value of the derivative and the underlying instrument, risks of default by the other party to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which they relate, and risks that the transactions may not be liquid. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. Certain derivative transactions may give rise to a form of leverage. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable SEC rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Investment Adviser seeks to use derivatives to further the Fund’s investment objective, there is no assurance that the use of derivatives will achieve this result.

Following is a description of the derivative instruments and techniques that the Fund may use and their associated risks:

Futures. A futures contract is a standardized agreement between two parties to buy or sell a specific quantity of an underlying instrument at a specific price at a specific future time. The value of a futures contract tends to increase and decrease in tandem with the value of the underlying instrument. Futures contracts are bilateral agreements, with both the purchaser and the seller equally obligated to complete the transaction. Depending on the terms of the particular contract, futures contracts are settled through either physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement date. A decision as to whether, when and how to use futures involves the exercise of skill and judgment and even a well conceived futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks discussed above, the prices of futures can be highly volatile, using futures can lower total return, and the potential loss from futures can exceed the Fund’s initial investment in such contracts.

Swaps. A swap contract is an agreement between two parties pursuant to which the parties exchange payments at specified dates on the basis of a specified notional amount, with the payments calculated by reference to specified securities, indexes, reference rates, currencies or other instruments. Most swap agreements provide that when the period payment dates for both parties are the same, the payments are made on a net basis (i.e., the two payment streams are netted out, with only the net amount paid by one party to the other). The Fund’s obligations or rights under a swap contract entered into on a net basis will generally be equal only to the net amount to be paid or received under the agreement, based on the relative values of the positions held by each counterparty. Swap agreements are not entered into or traded on exchanges and there is no central clearing or guaranty function for swaps. Therefore, swaps are subject to credit risk or the risk of default or non-performance by the counterparty. Swaps could result in losses if interest rate or foreign currency exchange rates or credit quality changes are not correctly anticipated by the Fund or if the reference index, security or investments do not perform as expected.

Inverse Floaters. Inverse floating rate obligations are obligations which pay interest at rates that vary inversely with changes in market rates of interest. Because the interest rate paid to holders of such obligations is generally determined by subtracting a variable or floating rate from a predetermined amount, the interest rate paid to holders of such obligations will decrease as such variable or floating rate increases and increase as such variable or floating rate decreases. Like most other fixed-income securities, the value of inverse floaters will decrease as interest rates increase. However, they are more volatile than most other fixed-income securities because the coupon rate on an inverse floater typically changes at a multiple of the change in the relevant index rate. Thus, any rise in the index rate (as a consequence of an increase in interest rates) causes a correspondingly greater drop in the coupon rate of an inverse floater while a drop in the index rate causes a correspondingly greater increase in the coupon of an inverse floater. Some inverse floaters may also increase or decrease substantially because of changes in the rate of prepayments.

Inverse Floating Rate Municipal Obligations. The inverse floating rate municipal obligations in which the Fund may invest include derivative instruments such as residual interest bonds (“RIBs”) or tender option bonds (“TOBs”). Such instruments are typically created by a special purpose trust that holds long-term fixed rate bonds and sells two classes of beneficial interests: short-term floating rate interests, which are sold to third party investors, and inverse floating residual interests, which are purchased by the Fund. The short-term floating rate interests have first priority on the cash flow from the bond held by the special purpose trust and the Fund is paid the residual cash flow from the bond held by the special purpose trust.

Inverse floating rate investments are variable rate debt instruments that pay interest at rates that move in the opposite direction of prevailing interest rates. Inverse floating rate investments tend to underperform the market for fixed rate bonds in a rising interest rate environment, but tend to outperform the market for fixed rate bonds when interest rates decline or remain relatively stable. Inverse floating rate investments have varying degrees of liquidity.

The Fund generally invests in inverse floating rate investments that include embedded leverage, thus exposing the Fund to greater risks and increased costs. The market value of a “leveraged” inverse floating rate investment generally will fluctuate in response to changes in market rates of interest to a greater extent than the value of an unleveraged investment. The extent of increases and decreases in the value of inverse floating rate investments generally will be larger than changes in an equal principal amount of a fixed rate security having similar credit quality, redemption provisions and maturity, which may cause the Fund’s net asset value to be more volatile than if it had not invested in inverse floating rate investments.

In certain instances, the short-term floating rate interests created by the trust may not be able to be sold to third parties or, in the case of holders tendering (or putting) such interests for repayment of principal, may not be able to be remarketed to third parties. In such cases, the trust holding the long-term fixed rate bonds may be collapsed. In the case of floaters created by the Fund, the Fund will then be required to repay the principal amount of the tendered securities. During times of market volatility, illiquidity or uncertainty, the Fund could be required to sell other portfolio holdings at a disadvantageous time to raise cash to meet that obligation.

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Schedule of Investments

May 31, 2010

Coupon	Maturity		Principal — Amount
Rate	Date		(000)	Value
Tax-Exempt Municipal Bonds–103.8%
Alabama–1.0%
Colbert County-Northwest Alabama Health Care Authority, Helen
Keller Hospital Ser 2003	5.75 %	06/01/27	$ 1,000	$ 948,080
Selma Industrial Development Board, Gulf Opportunity Zone Ser A	5.80 %	05/01/34	400	406,220
				1,354,300
Arizona–3.0%
Navajo County Pollution Control Corp., Ser B	5.50 %	06/01/34	1,550	1,672,636
Pima County Industrial Development Authority, Constellation
Schools Ser 2008	7.00 %	01/01/38	1,225	1,151,218
Pima County Industrial Development Authority, Water &
Wastewater Global Water Resources LLC Ser 2007 (AMT)	6.55 %	12/01/37	800	793,848
Pinal County Electrical District No. 4, Electric System Ser
2008	6.00 %	12/01/38	400	408,540
				4,026,242
California–5.4%
California County Tobacco Securitization Agency, Gold County
Settlement Funding Corp. Ser
2006 (a)	0.00 %	06/01/33	1,745	206,241
California Municipal Finance Authority Educational Facility,
High Tech High-Media Arts Ser 2008
A (b)	5.875 %	07/01/28	335	303,319
California Statewide Communities Development Authority, Aspire
Public Schools Ser 2010	6.375 %	07/01/45	400	404,448
California Statewide Communities Development Authority,
California Baptist University, Ser 2007 A	5.50 %	11/01/38	1,000	836,250
California Statewide Communities Development Authority, Thomas
Jefferson School of Law Ser 2008 A	7.25 %	10/01/38	400	414,996
City of Alhambra, Atherton Baptist Homes Ser A	7.625 %	01/01/40	335	351,134
City of Bakersfield, Ser A (AGM
Insd) (c)	5.00 %	09/15/32	390	400,770
County of Sacramento, Community Facilities District No. 5
Ser 2007 A	6.00 %	09/01/37	400	333,904
Daly City Housing Development Finance Agency, Franciscan Mobile
Home Park Third Tier Refg Ser 2007 C	6.50 %	12/15/47	990	867,369
Golden State Tobacco Securitization Corp., Enhanced Asset Backed
Ser 2007 A-1	5.125 %	06/01/47	3,000	1,978,530
Quechan Indian Tribe of Fort Yuma, Indian Reservation Ser
2008	7.00 %	12/01/27	530	436,148
Silicon Valley Tobacco Securitization Authority, Santa Clara
Tobacco Securitization Corp. Ser 2007
C (a)	0.00 %	06/01/56	13,000	137,280
Southern California Logistics Airport Authority, Ser 2008
A (a)	0.00 %	12/01/44	7,235	522,946
				7,193,335
Colorado–3.7%
Colorado Health Facilities Authority, Christian Living
Communities Ser 2006 A	5.75 %	01/01/37	1,000	879,360
Colorado Health Facilities Authority, Christian Living
Communities Ser 2009 A	9.00 %	01/01/34	500	540,730
Colorado Housing & Finance Authority, 1998 Ser D-2
(AMT)	6.35 %	11/01/29	245	255,084
Copperleaf Metropolitan District No. 2, Ser 2006	5.95 %	12/01/36	1,000	688,760
Elk Valley Public Improvement Corporation Ser 2001 A	7.35 %	09/01/31	2,000	1,873,400
Northwest Metropolitan District No. 3, Ser 2005	6.25 %	12/01/35	800	625,832
				4,863,166
Connecticut–0.8%
Standard Life–Legend Canadian Equity Pool, Ser 2006 A	5.125 %	10/01/36	1,970	1,009,192
District of Columbia–0.6%
District of Columbia, Income Tax Secured Revenue Refg Ser 2009
B (c)	5.00 %	12/01/25	540	602,028
Metropolitan Washington Airports Authority, District of
Columbia & Virginia, CaterAir International Corp. Ser
1991
(AMT) (d)	10.125 %	09/01/11	180	178,616
				780,644

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

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Coupon	Maturity		Principal — Amount
Rate	Date		(000)	Value
Florida–16.3%
Beacon Lakes, Community Development District, Ser 2003 A	6.90 %	05/01/35	$ 1,815	$ 1,799,935
Bellalago Educational Facilities Benefits District, Bellalago
Charter School Ser 2004 B	5.80 %	05/01/34	920	789,792
Brevard County Health Facilities Authority, Buena Vida Estates,
Inc. Ser 2007	6.75 %	01/01/37	640	579,891
Broward County Professional Sports Facilities, Civic Arena Refg
Ser 2006 A (CR) (AGM & AMBAC
Insd) (c)	5.00 %	09/01/23	2,960	3,126,321
County of Alachua Industrial Development, North Florida
Retirement Village, Ser 2007	5.25 %	11/15/17	500	489,280
County of Alachua Industrial Development, North Florida
Retirement Village, Ser 2007	5.875 %	11/15/36	800	700,432
County of Alachua Industrial Development, North Florida
Retirement Village, Ser 2007	5.875 %	11/15/42	400	345,076
County of Escambia, Pensacola Care Development Centers Ser
1989 (e)	10.25 %	07/01/11	1,930	1,934,574
County of Escambia, Pensacola Care Development Centers Ser 1989
A (e)	10.25 %	07/01/11	450	451,067
Fiddlers Creek Community Development District No. 1 Ser
2005 (f)	6.00 %	05/01/38	980	372,204
Fountainbleau Lakes Community Development District Ser 2007 B	6.00 %	05/01/15	495	254,801
Grand Bay at Doral Community Development District Ser 2007 A	6.00 %	05/01/39	750	377,933
Lee County Industrial Development Authority, Ser 2007 A	5.375 %	06/15/37	1,000	779,020
Miami Beach Health Facilities Authority, Mount Sinai Medical
Center Refg Ser 2004	6.75 %	11/15/21	270	279,204
Midtown Miami Community Development District, Parking Garage Ser
2004 A	6.25 %	05/01/37	1,000	956,140
Orange County Health Facilities Authority, Orlando Lutheran
Towers, Inc. Ser 2005	5.70 %	07/01/26	500	448,910
Orange County Health Facilities Authority, Orlando Lutheran
Towers, Inc. Ser 2007	5.50 %	07/01/32	2,000	1,659,180
Orange County Health Facilities Authority, Westminister
Community Care Services, Inc. Ser 1999	6.75 %	04/01/34	1,000	975,040
Pinellas County Health Facilities Authority, Oaks of Clearwater
Ser 2004	6.25 %	06/01/34	600	608,646
Renaissance Commons Community Development District, 2005 Ser A	5.60 %	05/01/36	935	743,877
South Miami Health Facilities Authority, Baptist Health South
Florida Obligated Group Ser
2007 (c)	5.00 %	08/15/32	2,860	2,882,194
Tolomato Community Development District, Special Assessment Ser
2007	6.55 %	05/01/27	600	519,036
Tolomato Community Development District, Special Assessment Ser A	5.25 %	05/01/39	490	349,003
University Square Community Development District, Ser A-1	5.875 %	05/01/38	395	355,433
				21,776,989
Georgia–1.3%
City of Atlanta, Beltline Ser 2009 B	7.375 %	01/01/31	400	408,232
City of Atlanta, Eastside Ser 2005 B	5.60 %	01/01/30	1,000	1,003,890
Clayton County Development Authority, Ser 2009 B (AMT)	9.00 %	06/01/35	300	312,552
				1,724,674
Hawaii–2.2%
Hawaii State, Ser 2008
DK (c)	5.00 %	05/01/23	1,220	1,359,969
Hawaii State Department of Budget & Finance, 15
Craigside Project Ser 2009 A	8.75 %	11/15/29	400	451,680
Hawaii State Department of Budget & Finance, Kahala
Nui Ser 2003 A	8.00 %	11/15/33	1,000	1,069,880
				2,881,529
Idaho–0.6%
Idaho Health Facilities Authority, Valley Vista Care Corp Refg
Ser
2007 (e)	6.125 %	11/15/27	945	833,972
Illinois–9.3%
Bolingbrook, Will & Dupage Counties Special Service
Area No. 2005-1 Ser 2005	5.90 %	03/01/27	750	617,272
City of Chicago, Lake Shore East Ser 2002	6.75 %	12/01/32	2,000	1,919,720
City of United City of Yorkville, Cannonball/Beecher Road Ser
2007	5.75 %	03/01/28	1,000	913,700
Hampshire Special Service Area No. 18 Ser 2007 A	6.00 %	03/01/44	500	386,110
Illinois Finance Authority, Elmhurst Memorial Healthcare Ser
2008 A	5.625 %	01/01/37	480	450,754

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Coupon	Maturity		Principal — Amount
Rate	Date		(000)	Value
Illinois–(continued)
Illinois Finance Authority, Friendship Village of Schaumburg	7.00 %	02/15/38	$ 580	$ 575,006
Illinois Finance Authority, Landing at Plymouth Place Ser 2005 A	6.00 %	05/15/37	1,000	823,480
Illinois Finance Authority, Luther Oaks Ser 2006 A	6.00 %	08/15/39	1,000	833,320
Illinois Finance Authority, Montgomery Place Ser 2006 A	5.75 %	05/15/38	1,650	1,380,802
Illinois Finance Authority, Park Place Elmhurst Ser A	8.25 %	05/15/45	400	396,356
Illinois Health Facilities Authority, Smith Crossing Ser 2003 A	7.00 %	11/15/32	800	777,088
Illinois State Toll Highway Authority, Ser 2008
B (c)	5.50 %	01/01/33	1,200	1,309,832
Village of Bolingbrook, Sales Tax Ser 2005	6.25 %	01/01/24	1,000	629,780
Village of Pingree Grove Special Service Area No. 7,
Cambridge Lakes Ser 2006-1	6.00 %	03/01/36	999	846,992
Will-Kankakee Regional Development Authority, Senior Estates
Supportive Living Ser 2007 (AMT)	7.00 %	12/01/42	650	583,291
				12,443,503
Indiana–0.5%
City of Crown Point, Wittenberg Village Ser 2009 A	8.00 %	11/15/39	400	402,084
County of St. Joseph, Holy Cross Village at Notre Dame Ser 2006 A	6.00 %	05/15/26	285	268,271
				670,355
Iowa–1.6%
Iowa Finance Authority, Bethany Life Communities Refg Ser 2006 A	5.55 %	11/01/41	1,000	819,870
Iowa Finance Authority, Madrid Homes Ser 2007	5.90 %	11/15/37	750	617,858
Jefferson County Iowa Hospital Revenue, Jefferson County
Hospital Project Ser C	5.95 %	08/01/37	785	656,409
				2,094,137
Kansas–0.4%
City of Olathe, Catholic Care Ser 2006 A	6.00 %	11/15/38	560	501,990
Louisiana–1.7%
Lakeshore Villages Master Community Development District,
Special Assessment Ser 2007	5.25 %	07/01/17	794	481,601
Louisiana Public Facilities Authority, Lake Charles Memorial
Hospital Refg Ser
2007 (b)	6.375 %	12/01/34	600	584,418
Parish of St. John Baptist, Marathon Oil Corp. Ser 2007 A	5.125 %	06/01/37	500	479,065
Tobacco Settlement Financing Corp., Ser 2001B	5.875 %	05/15/39	800	785,240
				2,330,324
Maryland–1.6%
Maryland Economic Development Corp., Chesapeake Bay Conference
Center Ser 2006 A	5.00 %	12/01/31	1,000	732,700
Maryland Health & Higher Educational Facilities
Authority, King Farm Presbyterian Community Ser 2007 A	5.30 %	01/01/37	750	541,500
Maryland Health & Higher Educational Facilities
Authority, Washington Christian Academy Ser 2006	5.50 %	07/01/38	800	344,008
Maryland Industrial Development Financing Authority, Our Lady of
Good Counsel High School Ser 2005 A	6.00 %	05/01/35	500	482,450
				2,100,658
Massachusetts–3.4%
Commonwealth of Massachusetts, Ser A (AMBAC
Insd) (c)	5.50 %	08/01/30	390	468,031
Massachusetts Development Finance Agency, Linden Ponds, Inc.
Facility Ser 2007 A	5.75 %	11/15/42	425	307,717
Massachusetts Development Finance Agency, Loomis Communities Ser
1999 A	5.75 %	07/01/23	1,500	1,446,480
Massachusetts Development Finance Agency, New England Center for
Children Ser 1998	5.875 %	11/01/18	1,455	1,378,758
Massachusetts Development Finance Agency, The Groves in Lincoln
Facility Ser 2009 B-2	7.75 %	06/01/39	400	413,192
Massachusetts Health & Educational Facilities
Authority, Massachusetts Institute of Technology Ser 2002
K (c)	5.50 %	07/01/32	390	481,828
				4,496,006

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Coupon	Maturity		Amount
Rate	Date		(000)		Value
Michigan–1.1%
Dearborn Economic Development Corp., Henry Ford Village, Inc.
Refg Ser 2008	7.00 %	11/15/28	$	500	$ 470,935
Michigan Strategic Fund, Limited Obligation Revenue Ser 2003 A-1 (AMT)	6.75 %	12/01/28		400	447,524
Michigan Tobacco Settlement Finance Authority Ser 2007 A	6.00 %	06/01/48		760	568,442
					1,486,901
Minnesota–1.4%
City of Brooklyn Park, Prairie Seeds Academy Ser 2009 A	9.25 %	03/01/39		450	495,279
City of Minneapolis Health Care System, Fairview Health Services
Ser 2008 A	6.75 %	11/15/32		600	673,488
City of North Oaks, Presbyterian Homes of North Oaks Ser 2007	6.125 %	10/01/39		750	740,370
					1,909,137
Mississippi–0.3%
Mississippi Business Finance Corp., System Energy Resources,
Inc. Ser 1998	5.875 %	04/01/22		400	401,036
Missouri–6.2%
Branson Hills Infrastructure Facilities Community Improvement
District, Ser 2007 A	5.50 %	04/01/27		750	587,363
Branson Regional Airport Transportation Development District Ser
2007 B (AMT)	6.00 %	07/01/37		500	261,935
City of Des Peres, West County Center Ser 2002	5.75 %	04/15/20		2,000	1,929,800
City of Fenton, Gravois Bluffs Redevelopment Ser 2001 A	7.00 %	10/01/11	(g)	3,850	4,200,196
Kirkwood Industrial Development Authority, Aberdeen Heights Ser
2010 A	8.25 %	05/15/39		400	402,400
St. Louis County Industrial Development Authority, Ranken-Jordan
Refg Ser 2007	5.00 %	11/15/22		250	230,125
St. Louis County Industrial Development Authority, St. Andrews
Resources for Seniors Ser 2007 A	6.375 %	12/01/41		750	646,717
					8,258,536
Nevada–1.7%
City of Henderson, Local Improvement District No. T-18 Ser 2006	5.30 %	09/01/35		450	203,481
City of Sparks, Local Improvement District No. 3 Ser 2008	6.50 %	09/01/20		600	591,990
Director of the State of Nevada, Department of
Business & Industry, Las Vegas Monorail 2nd
Tier Ser
2000 (h)	7.375 %	01/01/40		1,000	2,500
Las Vegas Redevelopment Agency, Tax Increment Ser 2009 A	8.00 %	06/15/30		500	583,090
Mesquite Special Improvement District No. 07-01, Local Improvement- Anthem at Mesquite Ser 2007	6.00 %	08/01/23		1,015	850,661
					2,231,722
New Hampshire–2.1%
New Hampshire Business Finance Authority, Huggins Hospital Ser
2009	6.875 %	10/01/39		400	404,340
New Hampshire Housing Finance Authority, Single Family
Residential 1983 Ser
B (a)	0.00 %	01/01/15		3,745	2,333,734
					2,738,074
New Jersey–4.4%
New Jersey Economic Development Authority, Continental Airlines,
Inc. Ser 1999 (AMT)	6.25 %	09/15/19		400	380,220
New Jersey Economic Development Authority, Franciscan Oaks Ser
1997	5.70 %	10/01/17		1,000	999,910
New Jersey Economic Development Authority, Lions Gate Ser 2005 A	5.875 %	01/01/37		730	616,836
New Jersey Economic Development Authority, Seashore Gardens
Living Center Ser 2006	5.375 %	11/01/36		700	543,662
New Jersey Economic Development Authority, The Presbyterian Home
at Montgomery Ser 2001 A	6.375 %	11/01/31		1,000	899,190
New Jersey Economic Development Authority, United Methodist
Homes of New Jersey Ser 1998	5.125 %	07/01/25		2,000	1,735,840
New Jersey Health Care Facilities Financing Authority, Raritan
Bay Medical Center Ser
1994 (e)	7.25 %	07/01/27		600	479,406
Tobacco Settlement Financing Corp., Ser 2007-1 A	4.625 %	06/01/26		275	232,416
					5,887,480

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Coupon	Maturity		Amount
Rate	Date		(000)		Value
New York–3.3%
Brookhaven Industrial Development Agency, Woodcrest Estates Ser
1998 A (AMT)	6.375 %	12/01/37	$	500	$ 443,575
Brooklyn Arena Local Development Corp., Barclays Center Ser
2009 (a)	0.00 %	07/15/35		560	108,461
Brooklyn Arena Local Development Corp., Barclays Center Ser
2009 (a)	0.00 %	07/15/46		4,000	300,960
Nassau County Industrial Development Agency, Continuing Care
Retirement Community Revenue, Amsterdam at Harborside Project
Ser 2007 A	6.50 %	01/01/27		625	621,819
New York City Industrial Development Agency, 7 World Trade
Center LLC Ser 2005 A	6.50 %	03/01/35		920	921,665
New York City Industrial Development Agency, Polytechnic
University Refg Ser 2007 (ACA Insd)	5.25 %	11/01/37		500	452,935
New York Liberty Development Corp., National Sports Museum, Ser
2006
A (b)(i)	6.125 %	02/15/19		1,000	10
Seneca County Industrial Development Agency, Seneca Meadows,
Inc. Ser 2008
(AMT) (b)	6.625 %	10/01/35		400	402,424
Suffolk County Industrial Development Agency, Medford Hamlet Ser
2006 (AMT)	6.375 %	01/01/39		1,470	1,179,616
					4,431,465
North Carolina–0.2%
North Carolina Medical Care Commission Health Care Facilities,
Pennybyrn at Maryfield Ser 2005 A	6.125 %	10/01/35		400	308,200
North Dakota–0.9%
City of Grand Forks, Valley Square Ser 2006	5.30 %	12/01/34		1,500	1,169,805
Ohio–3.1%
Buckeye Tobacco Settlement Financing Authority, Asset-Backed Ser
2007 A-2	5.875 %	06/01/30		1,900	1,539,057
City of Centerville Health Care, Bethany Lutheran Village Ser
2007 A	6.00 %	11/01/38		600	526,374
County of Cuyahoga Health Care & Independent Living
Facilities, Eliza Jennings Senior Care Ser 2007 A	5.75 %	05/15/27		850	732,963
County of Tuscarawas Hospital Facilities, The Twin City Hospital
Ser 2007	6.35 %	11/01/37		450	411,971
Ohio Air Quality Development Authority, Pollution
Control-Firstenergy Ser 2009	5.625 %	06/01/18		400	434,064
Toledo-Lucas County Port Authority, Crocker Park Ser 2003	5.375 %	12/01/35		480	421,258
					4,065,687
Oklahoma–1.2%
Chickasawa Nation Health Systems Ser
2007 (b)	6.25 %	12/01/32		650	657,683
Citizen Potawatomi Nation Senior Tax Revenue, Ser 2004 A	6.50 %	09/01/16		500	490,250
Tulsa County Industrial Authority, Montereau Inc. Ser 2010 A	7.25 %	11/01/45		400	395,944
					1,543,877
Pennsylvania–5.6%
Allegheny County Hospital Development Authority, West Penn
Allegheny Health Ser 2007 A	5.375 %	11/15/40		1,200	955,644
Bucks County Industrial Development Authority, Ann’s Choice
Ser 2005 A	6.125 %	01/01/25		1,500	1,437,855
Chester County Health & Education Facilities
Authority, Jenner’s Pond Inc. Ser 2002	7.625 %	07/01/12	(g)	1,000	1,152,040
Harrisburg Authority, Harrisburg University of
Science & Technology Ser 2007 B	6.00 %	09/01/36		750	661,170
Montgomery County Industrial Development Authority, Whitemarsh
Community Ser 2005	6.25 %	02/01/35		1,000	751,870
Pennsylvania Economic Development Financing Authority, Reliant
Energy, Inc. Ser 2001 A (AMT)	6.75 %	12/01/36		300	310,116
Pennsylvania Intergovernmental Cooperative Authority,
Philadelphia Funding Project Ser
2009 (c)	5.00 %	06/15/21		1,230	1,386,341
Washington County Redevelopment Authority, Victory Centre/Tanger
Outlet Redevelopment Authority Ser 2006 A	5.45 %	07/01/35		995	865,391
					7,520,427
Puerto Rico–0.3%
Puerto Rico Sales Tax Financing Corp., Ser
A (a)	0.00 %	08/01/34		1,600	368,144
South Carolina–1.7%
City of Myrtle Beach, Myrtle Beach Air Force Base Ser 2006 A	5.30 %	10/01/35		1,250	830,700

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Coupon	Maturity		Principal — Amount
Rate	Date		(000)	Value
South Carolina–(continued)
County of Georgetown, Environment Improvement Revenue,
International Paper Co. Ser 2000 A	5.95 %	03/15/14	$ 300	$ 328,923
South Carolina Jobs-Economic Development Authority, Wesley
Commons Ser 2006	5.30 %	10/01/36	750	596,618
South Carolina Jobs-Economic Development Authority, Woodlands at
Furman Ser 2007 A	6.00 %	11/15/37	625	457,781
				2,214,022
Tennessee–2.1%
Johnson City Health & Educational Facilities Board,
Mountain States Health Alliance Ser 2006 A	5.50 %	07/01/31	800	787,208
Shelby County Health, Educational & Housing Facilities
Board, Trezevant Manor Ser 2006 A	5.75 %	09/01/37	500	441,940
Shelby County Health, Educational & Housing Facilities
Board, Village at Germantown Ser 2003 A	7.25 %	12/01/34	750	725,445
Shelby County Health, Educational & Housing Facilities
Board, Village at Germantown Ser 2006	6.25 %	12/01/34	475	411,464
Trenton Health & Educational Facilities Board, Ser 2009	9.25 %	04/01/39	400	415,064
				2,781,121
Texas–9.4%
Alliance Airport Authority, Federal Express Corp. Refg Ser 2006
(AMT)	4.85 %	04/01/21	500	499,550
Austin Convention Enterprises, Inc., Convention Center Hotel Ser
2006 B (b)	5.75 %	01/01/34	2,000	1,727,560
Brazos River Harbor Navigation District, The Dow Chemical
Project Ser 2002A-4 (AMT)	5.95 %	05/15/33	400	399,440
Capital Area Cultural Education Facilities Finance Corp., Roman
Catholic Diocese Ser B	6.125 %	04/01/45	400	403,932
Clifton Higher Education Finance Corp., Ser A	6.25 %	12/01/45	400	401,524
Decatur Hospital Authority, Wise Regional Health Ser 2004 A	7.125 %	09/01/34	1,000	1,005,950
HFDC of Central Texas, Inc., Legacy at Willow Bend, Ser 2006 A	5.75 %	11/01/36	1,250	1,009,250
HFDC of Central Texas, Inc., Ser 2009 A	7.75 %	11/15/44	400	403,844
Houston Airport System Special Facilities, Continental Airlines,
Inc. Ser 2001 E (AMT)	6.75 %	07/01/21	425	422,284
Houston Airport System Special Facilities, Continental Airlines,
Inc. Ser 2001 E (AMT)	6.75 %	07/01/29	425	421,235
Lubbock Health Facilities Development Corp., Carillon Ser 2005 A	6.50 %	07/01/26	1,000	971,790
Tarrant County Cultural Education Facilities Finance Corp.,
Mirador Ser 2010 A	8.125 %	11/15/39	600	601,062
Tarrant County Cultural Education Facilities Finance Corp.,
Northwest Senior Housing Corp., Edgemere Ser 2006 A	6.00 %	11/15/36	450	433,827
Texas Department of Housing & Community Affairs, Ser
2007 B
(AMT) (c)	5.15 %	09/01/27	2,932	3,023,062
Texas Private Activity Bond Surface Transportation Corp., Senior
Lien Ser 2009	6.875 %	12/31/39	400	422,228
Travis County Health Facilities Development Corp., Westminster
Manor Ser 2010	7.00 %	11/01/30	400	406,176
				12,552,714
Utah–0.7%
County of Emery Environmental Improvement, Pacificorp Ser 1996
(AMT)	6.15 %	09/01/30	1,000	999,970
Virginia–1.9%
Peninsula Ports Authority of Virginia, Baptist Homes Ser 2006 C	5.40 %	12/01/33	2,000	1,349,860
Peninsula Town Center Community Development Authority Ser 2007	6.45 %	09/01/37	700	686,707
Virginia Small Business Financing Authority, Hampton Ser 2009	9.00 %	07/01/39	500	524,165
				2,560,732
Washington–1.7%
King County Public Hospital District No. 4, Snoqualime
Valley Hospital Ser 2009	7.25 %	12/01/38	400	415,660
Port of Seattle Industrial Development Corp., Northwest
Airlines, Inc. Ser 2001 (AMT)	7.25 %	04/01/30	650	649,941
Washington Health Care Facilities Authority, Seattle Cancer Care
Alliance Ser 2008	7.375 %	03/01/38	500	558,150
Washington Housing Finance Commission, Skyline at First Hill Ser
2007 A	5.625 %	01/01/38	1,000	693,720
				2,317,471

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Coupon		Maturity		Principal — Amount
Rate		Date		(000)	Value
West Virginia–0.6%
West Virginia Hospital Finance Authority, Thomas Health System,
Inc. Ser 2008	6.50	%	10/01/38	$ 825	$ 802,048
Wisconsin–0.5%
Wisconsin Health & Educational Facilities Authority,
ProHealth Care, Inc. Ser 2009	6.375	%	02/15/29	600	653,226
Total Tax-Exempt Municipal Bonds (Cost $150,374,708)					138,282,811
Short-Term Tax-Exempt Municipal Obligation–0.2%
Virginia–0.2%
Albermarle County Economic Development Authority, (Demand 06/01/10) (Cost $200,000)	0.28	% (j)	03/01/39	200	200,000
TOTAL INVESTMENTS
(Cost $150,574,708) (k) –

104.0% | | | | | 138,482,811 | |
| OTHER ASSETS IN EXCESS OF LIABILITIES–1.8% | | | | | 2,510,045 | |
| Floating Rate Note and Dealer
Trusts Obligations Related to Securities Held–(5.8)% | | | | | | |
| Notes with interest rates ranging from 0.29% to 0.36% at 05/31/10 and
contractual maturities of collateral ranging from 06/15/21 to 01/01/33 (See
Note 1C) (l) | | | | | (7,792,000 | ) |
| NET ASSETS–100.0% | | | | | $ 133,200,856 | |

Investment Abbreviations:

AMT	– Alternative Minimum Tax.
CR	– Custodial Receipts.

Notes to Schedule of Investments:

(a)	Capital appreciation bond.
(b)	Resale is restricted to qualified
institutional investors.
(c)	Underlying security related to
Special Purpose Trusts entered into by the Fund (See
Note 1C).
(d)	Joint exemption with the District
of Columbia and the Commonwealth of Virginia.
(e)	Illiquid security.
(f)	Illiquid security. Resale is
restricted to qualified institutional investors.
(g)	Prefunded to call date shown.
(h)	Illiquid security. Security in
default.
(i)	Non-income producing security; bond
in default.
(j)	Current coupon of variable rate
demand obligation.
(k)	The aggregate cost for federal
income tax purposes is $150,057,928. The aggregate gross
unrealized appreciation is $4,381,572 and the aggregate gross
unrealized depreciation is $15,956,689 resulting in net
unrealized depreciation of $11,575,117.
(l)	Floating rate note obligations
related to securities held. The interest rates shown reflect the
rates in effect at May 31, 2010. At May 31, 2010, the
Fund’s investments with a value of $15,040,376 are held by
the Dealer Trusts and serve as collateral for the $7,792,000 in
floating rate note and dealer trust obligations outstanding at
that date.

Bond Insurance:

ACA	– ACA Financial Guaranty Corporation.
AGM	– Assured Guaranty Municipal Corporation.
AMBAC	– AMBAC Assurance Corporation.

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Statement of Assets and Liabilities

May 31, 2010

Assets: — Investments, at value (Cost $150,574,708)	$ 138,482,811
Cash	463,457
Receivables for:
Investments sold	27,490
Interest	2,584,587
Other assets	22,794
Total assets	141,581,139
Liabilities:
Payables for:
Investments purchased	391,490
Floating rate note and dealer trust obligations	7,792,000
Accrued fees to affiliates	65,349
Accrued other operating expenses	64,983
Trustee deferred compensation and retirement plans	66,461
Total liabilities	8,380,283
Net assets applicable to shares outstanding	$ 133,200,856
Net assets consist of:
Shares of beneficial interest	$ 169,657,267
Undistributed net investment income	1,113,589
Undistributed net realized gain (loss)	(25,478,103	)
Unrealized appreciation (depreciation)	(12,091,897	)
	$ 133,200,856
Net Assets:
Shares outstanding, $0.01 par value per share, unlimited number
of shares authorized:
Outstanding	19,620,474
Net asset value per share	$ 6.79
Market value per share	$ 6.51
Market price premium (discount) to net asset value per share	(4.12	)%

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Statement of Operations

For the year ended May 31, 2010

Investment income: — Interest	$ 9,681,080
Expenses:
Advisory fees	629,842
Administrative services fees	100,774
Custodian fees	4,832
Interest and residual trust expenses	64,038
Transfer agent fees	14,010
Trustees’ and officers’ fees and benefits	16,161
Reports to shareholders	34,773
Professional services fees	64,468
Other	56,584
Total expenses	985,482
Net investment income	8,695,598
Realized and unrealized gain (loss) from:
Net realized gain (loss) from investment securities	(2,415,491	)
Change in net unrealized appreciation of investment securities	19,377,939
Net realized and unrealized gain	16,962,448
Net increase in net assets resulting from operations	$ 25,658,046

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

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Statement of Changes in Net Assets

For the years ended May 31, 2010 and 2009

	May 31, — 2010	2009
Operations:
Net investment income	$ 8,695,598	$	8,830,285
Net realized gain (loss)	(2,415,491	)	(4,298,657	)
Change in net unrealized appreciation (depreciation)	19,377,939		(24,456,017	)
Net increase (decrease) in net assets resulting from operations	25,658,046		(19,924,389	)
Distributions to shareholders from net investment income	(8,240,602	)	(9,086,766	)
Share transactions-net:
Net increase (decrease) in net assets resulting from share
transactions	—		(165,626	)
Net increase (decrease) in net assets	17,417,444		(29,176,781	)
Net assets:
Beginning of year	115,783,412		144,960,193
End of year (includes undistributed net investment income of
$1,113,589 and $662,697, respectively)	$ 133,200,856	$	115,783,412

Notes to Financial Statements

May 31, 2010

NOTE 1—Organization and Accounting Policies

Invesco Municipal Income Opportunities Trust, formerly Morgan Stanley Municipal Income Opportunities Trust (the “Fund”) is registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company. The Fund’s investment objective is to provide a high level of current income which is exempt from federal income tax. The Fund was organized as a Massachusetts business trust on June 22, 1988 and commenced operations on September 19, 1988.

On June 1, 2010, Invesco Ltd., a leading independent global investment management company, completed its purchase of substantially all of the retail asset management business of Morgan Stanley (the “Transaction”). In contemplation of the Transaction, at a Special Meeting of Shareholders held on April 16, 2010, shareholders of the Fund approved a new Board of Trustees, a new investment advisory agreement with Invesco Advisers, Inc., a subsidiary of Invesco Ltd., and a new master investment sub-advisory agreement with several of Invesco Ltd.’s wholly-owned affiliates. At that Special Meeting of Shareholders, the Fund’s shareholders approved all proposals. Thus, effective June 1, 2010, the Fund’s investment adviser, investment sub-advisers and certain other service providers are affiliates of Invesco Ltd.

The following is a summary of significant accounting policies:

| A. | Valuation of
Investments — (1) portfolio securities
are valued by an outside independent pricing service approved by
the Trustees. The pricing service uses both a computerized grid
matrix of tax-exempt securities and evaluations by its staff, in
each case based on information concerning market transactions
and quotations from dealers which reflect the mean between the
last reported bid and ask price. The portfolio securities are
thus valued by reference to a combination of transactions and
quotations for the same or other securities believed to be
comparable in quality, coupon, maturity, type of issue, call
provisions, trading characteristics and other features deemed to
be relevant, and (2) short-term debt securities having a
maturity date of more than sixty days at time of purchase are
valued based on an independent pricing service until sixty days
prior to maturity and thereafter at amortized cost based on
their value on the 61st day. Short-term debt securities having a
maturity date of sixty days or less at the time of purchase are
valued at amortized cost, which approximates value. |
| --- | --- |
| B. | Accounting for
Investments — Security transactions are
accounted for on the trade date (date the order to buy or sell
is executed). Realized gains and losses on security transactions
are determined by the identified cost method. Discounts are
accreted and premiums are amortized over the life of the
respective securities and are included in interest income.
Interest income is accrued daily except where collection is not
expected. |
| C. | Floating Rate
Note and Dealer Trusts Obligations Related to Securities
Held — The Fund enters into transactions in
which it transfers to Special Purpose Trusts established by a
Broker Dealer (“Dealer Trusts”), fixed rate bonds in
exchange for cash and residual interests in the Dealer
Trusts’ assets and cash flows, which are in the form of
inverse floating rate investments. The Dealer Trusts fund the
purchases of the fixed rate bonds by issuing floating rate notes
to third parties and allowing the Fund to retain residual
interest in the bonds. The Fund may enter into shortfall
agreements with the Dealer Trusts which commit the Fund to pay
the Dealer Trusts, in certain circumstances, the difference
between the liquidation value of the fixed rate bonds held by
the Dealer Trusts and the liquidation value of the floating rate
notes held by third parties, as well as any shortfalls in
interest cash flows. The residual interests held by the Fund
(inverse floating rate investments) include the right of the
Fund (1) to cause the holders of the floating rate notes to
tender their notes at par at the next interest rate reset date,
and (2) to transfer the municipal bond from the Dealer
Trusts to the |

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| | Fund, thereby collapsing the Dealer Trusts. The Fund accounts
for the transfer of bonds to the Dealer Trusts as secured
borrowings, with the securities transferred remaining in the
Fund’s investment assets, and the related floating rate
notes reflected as Fund liabilities under the caption
“floating rate note and dealer trusts 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 note and dealer trusts obligations and any
administrative expenses of the Dealer Trusts under the caption
“interest and residual trust expenses” on the
Statement of Operations. The floating rate notes issued by the
Dealer Trusts have interest rates that reset weekly and the
floating rate note holders have the option to tender their notes
to the Dealer Trusts for redemption at par at each reset date. |
| --- | --- |
| D. | Federal Income
Tax Policy — It is the Fund’s policy
to comply with the requirements of Subchapter M of the
Internal Revenue Code applicable to regulated investment
companies and to distribute substantially all of its taxable and
non-taxable income to its shareholders. Therefore, no federal
income tax provision is required. The Fund files tax returns
with the U.S. Internal Revenue Service, New York State and
New York City. The Fund recognizes the tax effects of a tax
position taken or expected to be taken in a tax return only if
it is more likely than not to be sustained based solely on its
technical merits as of the reporting date. The
more-likely-than-not threshold must continue to be met in each
reporting period to support continued recognition of the
benefit. The difference between the tax benefit recognized in
the financial statements for a tax position taken and the tax
benefit claimed in the income tax return is referred to as an
unrecognized tax benefit. There are no unrecognized tax benefits
in the accompanying financial statements. If applicable, the
Fund recognizes interest accrued related to unrecognized tax
benefits in interest expense and penalties in other expenses in
the Statement of Operations. Each of the tax years filed in the
four-year period ended May 31, 2010 remains subject to
examination by taxing authorities. |
| | The Fund purchases municipal securities
whose interest, in the opinion of the issuer, is free from
federal income tax. There is no assurance that the Internal
Revenue Service (“IRS”) will agree with this opinion.
In the event the IRS determines that the issuer does not comply
with relevant tax requirements, interest payments from a
security could become federally taxable. |
| E. | Dividends and
Distributions to Shareholders — Dividends
and distributions to shareholders are recorded on the
ex-dividend date. |
| F. | Use of
Estimates — The preparation of financial
statements in accordance with generally accepted accounting
principles in the United States (“GAAP”) requires
management to make estimates and assumptions that affect the
reported amounts and disclosures. Actual results could differ
from those estimates. |
| G. | Indemnifications —
Under the Fund’s organizational documents, each Trustee,
officer, employee or other agent of the Fund is indemnified
against certain liabilities that may arise out of performance of
their duties to the Fund. Additionally, in the normal course of
business, the Fund enters into contracts, including the
Fund’s servicing agreements, that contain a variety of
indemnification clauses. The Fund’s maximum exposure under
these arrangements is unknown as this would involve future
claims that may be made against the Fund that have not yet
occurred. The risk of material loss as a result of such
indemnification claims is considered remote. |
| H. | Subsequent
Events — The Fund considers events or
transactions that occur after the date of the Statement of
Assets and Liabilities but before the financial statements are
issued to provide additional evidence relative to certain
estimates or to identify matters that require additional
disclosure. Subsequent events have been evaluated through the
date of issuance of these financial statements. |

NOTE 2—Fair Valuation Measurements

Fair value is defined as the price that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. GAAP utilizes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund’s investments. The inputs are summarized in the three broad levels listed below.

| Level 1 — | unadjusted quoted prices in active markets for identical
investments |
| --- | --- |
| Level 2 — | other significant observable inputs (including quoted prices for
similar investments, interest rates, prepayment speeds, credit
risk, etc.) |
| Level 3 — | significant unobservable inputs (including the Fund’s own
assumptions in determining the fair value of investments) |

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.

The following is the summary of the inputs used as of May 31, 2010 in valuing the Fund’s investments carried at fair value:

Tax-Exempt Municipal Bonds	—	Level 2 — $ 138,282,811	—	Total — $ 138,282,811
Short-Term Tax-Exempt Municipal Obligation	—	200,000	—	200,000
Total Investments	—	$ 138,482,811	—	$ 138,482,811

NOTE 3—Derivative Financial Instruments

A derivative financial instrument in very general terms refers to a security whose value is “derived” from the value of an underlying asset, reference rate or index.

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The Fund may use derivative instruments for a variety of reasons, such as to attempt to protect the Fund against possible changes in the market value of its portfolio or to generate potential gain. All of the Fund’s portfolio holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation/depreciation. Upon disposition, a realized gain or loss is recognized accordingly, except when taking delivery of a security underlying a contract. In these instances, the recognition of gain or loss is postponed until the disposal of the security underlying the contract. Risk may arise as a result of the potential inability of the counterparties to meet the terms of their contracts. The risk of loss may exceed the amounts recorded on the Statement of Assets and Liabilities.

There were no derivative financial instruments used by the Fund during the year ended May 31, 2010.

NOTE 4—Investment Advisory/Administration Agreements

Pursuant to an Investment Advisory Agreement with Morgan Stanley Investment Advisors Inc. (the “Investment Adviser”), the Fund pays the Investment Adviser an advisory fee, calculated weekly and payable monthly, by applying the annual rate of 0.50% to the Fund’s average weekly net assets.

Pursuant to an Administration Agreement with Morgan Stanley Services Company Inc. (the “Administrator”), an affiliate of the Investment Adviser, the Fund pays an administration fee, calculated weekly and payable monthly, by applying the annual rate of 0.08% to the Fund’s average weekly net assets.

Under an agreement between the Administrator and State Street Bank and Trust Company (“State Street”), State Street provides certain administrative services to the Fund. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.

NOTE 5—Security Transactions and Transactions with Affiliates

The cost of purchases and proceeds from sales of portfolio securities, excluding short-term investments, for the year ended May 31, 2010 aggregated $19,312,000 and $17,381,059, respectively. Included in the aforementioned transactions are sales of $1,811,668 with other Morgan Stanley funds resulting in net realized losses of $382,324.

The Fund has an unfunded noncontributory defined benefit pension plan covering certain independent Trustees of the Fund who will have served as independent Trustees for at least five years at the time of retirement. Benefits under this plan are based on factors which include years of service and compensation. The Trustees voted to close the plan to new participants and eliminate the future benefits growth due to increases to compensation after July 31, 2003. Aggregate pension costs for the year ended May 31, 2010, included in “trustees’ and officers’ fees and benefits” in the Statement of Operations amounted to $13,095. At May 31, 2010, the Fund had an accrued pension liability of $66,461, which is included in “trustee deferred compensation and retirement plans” in the Statement of Assets and Liabilities.

The Fund has an unfunded Deferred Compensation Plan (the “Compensation Plan”) which allows each independent Trustee to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Trustees. Each eligible Trustee generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan.

NOTE 6—Dividends

The Fund declared the following dividend from net investment income subsequent to May 31, 2010:

| Declaration
Date — June 8, 2010 | Amount per
Share — $ 0.035 | June 18, 2010 | June 25, 2010 |
| --- | --- | --- | --- |

NOTE 7—Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

		Par Value		In Excess of
Shares		of
Shares		Par
Value
Balance, May 31, 2008	19,649,675	$	196,496	$	173,556,456
Shares Repurchased (Weighted average discount of
13.98%)†	(29,201	)	(292	)	(165,334	)
Reclassification due to permanent book/tax differences					(3,930,059	)
Balance, May 31, 2009	19,620,474		196,204		169,461,063
Shares Repurchased	—		—		—
Balance, May 31, 2010	19,620,474	$	196,204	$	169,461,063

The Trustees have approved share repurchases whereby the Fund may, when appropriate, purchase shares in the open market or in privately negotiated transactions at a price not above market value or net asset value, whichever is lower at the time of purchase.

† The Trustees have voted to retire the shares purchased.

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NOTE 8—Purposes of and Risks Relating to Certain Financial Instruments

The Fund may invest a portion of its assets in inverse floating rate municipal securities, which are variable debt instruments that pay interest at rates that move in the opposite direction of prevailing interest rates. These investments are typically used by the Fund in seeking to enhance the yield of the portfolio. Inverse floating rate investments tend to underperform the market for fixed rate bonds in a rising interest rate environment, but tend to outperform the market for fixed rate bonds when interest rates decline or remain relatively stable. Inverse floating rate investments have varying degrees of liquidity. Inverse floating rate securities in which the Fund may invest include derivative instruments such as residual interest bonds (“RIBs”) or tender option bonds (“TOBs”). Such instruments are typically created by a special purpose trust that holds long-term fixed rate bonds (which may be tendered by the Fund in certain instances) and sells two classes of beneficial interests: short-term floating rate interests, which are sold to third party investors, and inverse floating residual interests, which are purchased by the Fund. The short-term floating rate interests have first priority on the cash flow from the bonds held by the special purpose trust and the Fund is paid the residual cash flow from the bonds held by the special purpose trust.

The Fund generally invests in inverse floating rate investments that include embedded leverage, thus exposing the Fund to greater risks and increased costs. The market value of a “leveraged” inverse floating rate investment generally will fluctuate in response to changes in market rates of interest to a greater extent than the value of an unleveraged investment. The extent of increases and decreases in the value of inverse floating rate investments generally will be larger than changes in an equal principal amount of a fixed rate security having similar credit quality, redemption provisions and maturity, which may cause the Fund’s net asset value to be more volatile than if it had not invested in inverse floating rate investments.

In certain instances, the short-term floating rate interests created by the special purpose trust may not be able to be sold to third parties or, in the case of holders tendering (or putting) such interests for repayment of principal, may not be able to be remarketed to third parties. In such cases, the special purpose trust holding the long-term fixed rate bonds may be collapsed. In the case of RIBs or TOBs created by the contribution of long-term fixed income bonds by the Fund, the Fund will then be required to repay the principal amount of the tendered securities. During times of market volatility, illiquidity or uncertainty, the Fund could be required to sell other portfolio holdings at a disadvantageous time to raise cash to meet that obligation.

The Fund may also invest in private placement securities. TOBs are presently classified as private placement securities. Private placement securities are subject to restrictions on resale because they have not been registered under the Securities Act of 1933, as amended or are otherwise not readily marketable. As a result of the absence of a public trading market for these securities, they may be less liquid than publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realized from these sales could be less than those originally paid by the Fund or less than what may be considered the fair value of such securities.

NOTE 9—Federal Income Tax Status

The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations which may differ from GAAP. These “book/tax” differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences do not require reclassification. Dividends and distributions which exceed net investment income and net realized capital gains for tax purposes are reported as distributions of paid-in-capital.

The tax character of distributions paid was as follows:

| | May 31,
2010 | May 31,
2009 |
| --- | --- | --- |
| Ordinary income | $ — | $ 109,280 |
| Ordinary income — Tax-Exempt | 8,240,602 | 8,977,486 |
| Total distributions | $ 8,240,602 | $ 9,086,766 |

As of May 31, 2010, the tax-basis components of net assets were as follows:

Undistributed ordinary income	$
Net unrealized appreciation (depreciation) —
investments	(11,743,041	)
Temporary book/tax differences	(234,338	)
Post-October deferrals	(1,714,471	)
Capital loss carryforward	(23,763,632	)
Shares of beneficial interest	169,657,267
Total net assets	$ 133,200,856

As of May 31, 2010, the Fund had a net capital loss carryforward of $23,763,632, to offset future capital gains to the extent provided by regulations, which will expire according to the following schedule.

Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

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	Capital Loss
Expiration	Carryforward*
May 31, 2011	$ 1,864,080
May 31, 2013	4,876,449
May 31, 2016	9,386,909
May 31, 2017	4,049,616
May 31, 2018	3,586,578
Total capital loss carryforward	$ 23,763,632

As of May 31, 2010, the Fund had temporary book/tax differences attributable to post-October losses (capital losses incurred after October 31 within the taxable year which are deemed to arise on the first business day of the Fund’s next taxable year) and book amortization of discounts on debt securities.

Permanent differences, due to a nondeductible expense and tax adjustments on debt securities sold by the Fund, resulted in the following reclassifications among the Fund’s components of net assets at May 31, 2010:

| Accumulated
Undistributed | | Accumulated
Undistributed |
| --- | --- | --- |
| Net Investment
Income | | Net Realized
Gain |
| $ (4,104 | ) | $ 4,104 |

NOTE 10—Financial Highlights

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

| | Year ended May
31, — 2010 | 2009 | | 2008 | | 2007 | | 2006 | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net asset value, beginning of period | $ 5.90 | $ | 7.38 | $ | 8.28 | $ | 8.02 | $ | 8.00 | |
| Income from investment operations: | | | | | | | | | | |
| Net investment
income (a) | 0.44 | | 0.45 | | 0.46 | | 0.48 | | 0.54 | |
| Net gains (losses) on securities (both realized and unrealized) | 0.87 | | (1.46 | ) | (0.87 | ) | 0.32 | | 0.01 | |
| Total from investment operations | 1.31 | | (1.01 | ) | (0.41 | ) | 0.80 | | 0.55 | |
| Dividends from net investment income | (0.42 | ) | (0.47 | ) | (0.49 | ) | (0.54 | ) | (0.53 | ) |
| Anti-dilutive effect of shares
repurchased (a) | — | | 0.00 | (b) | 0.00 | (b) | — | | — | |
| Net asset value, end of period | $ 6.79 | $ | 5.90 | $ | 7.38 | $ | 8.28 | $ | 8.02 | |
| Market value per common share, end of period | $ 6.51 | $ | 5.67 | $ | 7.87 | $ | 9.68 | $ | 8.76 | |
| Total return at
NAV (c) | 23.12 | % | | | | | | | | |
| Total return at market
value (c) | 22.83 | % | (22.15 | )% | (13.65 | )% | 16.99 | % | 17.04 | % |
| Ratios/supplemental data: | | | | | | | | | | |
| Net assets, end of period (000s omitted) | $ 133,201 | $ | 115,783 | $ | 144,960 | $ | 163,002 | $ | 157,928 | |
| Ratio of expenses to average net
assets (g) | 0.78 | % (d) | 0.89 | % (e) | 0.95 | % (e)(f) | 0.80 | % (f) | 0.71 | % |
| Ratio of expenses to average net assets (excludes interest and
residual trust
expenses) (g) | 0.73 | % (d) | 0.73 | % (e) | 0.72 | % (e)(f) | 0.72 | % (f) | 0.71 | % |
| Ratio of net investment income to average net assets | 6.90 | % (d) | 7.25 | % | 5.89 | % | 5.88 | % | 6.78 | % |
| Rebate from Morgan Stanley affiliate | — | | 0.00 | % (g) | 0.00 | % (g) | — | | — | |
| Portfolio turnover rate | 13 | % | 15 | % | 35 | % | 26 | % | 19 | % |

| (a) | Calculated using average shares
outstanding. |
| --- | --- |
| (b) | Includes anti-dilutive effect of
acquiring treasury shares of less than $0.005. |
| (c) | Net asset value return includes
adjustments in accordance with accounting principles generally
accepted in the United States of America and measures the
changes in common shares’ value over the period indicated,
taking into account dividends as reinvested. Market value return
is computed based upon the New York Stock Exchange market price
of the Fund’s common shares and excludes the effects of
brokerage commissions. Dividends and distributions, if any, are
assumed for purposes of this calculation, to be reinvested at
prices obtained under the Fund’s dividend reinvestment plan. |
| (d) | Ratios are based on average daily
net assets (000’s) of $125,968. |
| (e) | The ratios reflect the rebate of
certain Fund expenses in connection with investments in a Morgan
Stanley affiliate during the period. The effect of the rebate on
the ratios is disclosed in the above table as “Rebate from
Morgan Stanley affiliate”. |
| (f) | Does not reflect the effect of
expense offset of 0.01%. |
| (g) | Amount is less than 0.005%. |

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NOTE 11—Change in Independent Registered Public Accounting Firm

The Audit Committee of the Board of Trustees of the Fund appointed, and the Board of Trustees ratified and approved, PricewaterhouseCoopers LLP (“PWC”) as the independent registered public accounting firm of the Fund for the fiscal ended May 31, 2010. Prior to May 31, 2010, the Fund was audited by a different independent registered public accounting firm (the “Prior Auditor”). The Board of Trustees selected a new independent auditor for the Fund’s current fiscal year in connection with the appointment of Invesco Advisers as investment adviser to the Fund (“New Advisory Agreement”).

Effective June 1, 2010, the Prior Auditor resigned as the independent registered public accounting firm of Fund. The Prior Auditor’s report on the financial statements of the Fund for the past two years did not contain an adverse or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the period the Prior Auditor was engaged, there were no disagreements with the Prior Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the Prior Auditor’s satisfaction, would have caused it to make reference to that matter in connection with its report.

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of

Invesco Municipal Income Opportunities Trust:

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 Municipal Income Opportunities Trust (formerly known as Morgan Stanley Municipal Income Opportunities Trust, hereafter referred to as the “Fund”) at May 31, 2010, the results of its operations, the changes in its net assets and the financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at May 31, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The statement of changes in net assets for the year ended May 31, 2009 and the financial highlights of the Fund for the periods ended May 31, 2009 and prior were audited by other independent auditors whose report dated July 28, 2009 expressed an unqualified opinion on those financial statements.

PRICEWATERHOUSECOOPERS LLP

July 16, 2010

Houston, Texas

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Approval of Investment Advisory and Sub-Advisory Agreements with Invesco Advisers, Inc. and its Affiliates

The Board of Trustees (the Board) of Invesco Municipal Income Opportunities Trust (the Trust) is required under the Investment Company Act of 1940 to approve the Trust’s investment advisory agreements. At various meetings of the Board held during the third and fourth quarters of 2009 and early 2010, the Board as a whole and the disinterested or “independent” Trustees, voting separately, approved (i) a new investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers), (ii) a new Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts and together with the investment advisory agreement with Invesco Advisers, the new advisory agreements) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers), and (iii) the appointment of Invesco Advisers as investment adviser and the Affiliated Sub-Advisers as investment sub-advisers to the Trust. In doing so, the Board determined that the new advisory agreements will enable shareholders of the Trust to obtain high quality services at a cost that is appropriate, reasonable and in the best interests of the Trust and its shareholders and that the compensation to Invesco Advisers and the Affiliated Sub-Advisers under the Trust’s new advisory agreements is fair and reasonable. The new advisory agreements were approved to become effective upon approval by the shareholders of the Trust and closing of a transaction between Morgan Stanley and Invesco Ltd. (Invesco) under which Invesco acquired the retail mutual fund assets of Morgan Stanley (the Acquisition).

The Board’s Trust Evaluation Process

In reaching their decision, the Board requested and obtained information from Morgan Stanley, Invesco Advisers and Invesco, including information obtained during various meetings with Senior Management at Invesco, as they deemed reasonably necessary to evaluate the new advisory agreements for the Trust. In considering the Trust’s new advisory agreements, the Board evaluated a number of factors and considerations listed below that they believed, in light of their own business judgment, to be relevant to their determination.

1. The Board considered the reputation, financial strength and resources of Invesco, one of the world’s leading independent global investment management firms, the strength of Invesco’s resources and investment capabilities and the client-focused shareholder services offered by Invesco.

2. The Board discussed the challenges of positioning the Trust on a common operating platform with Invesco, with particular emphasis on ensuring portfolio management operations properly migrate to Invesco as part of the Acquisition, to ensure uninterrupted services for shareholders and the opportunity for the portfolio management of the Trust to recognize savings from economies of scale when such savings occur.

3. The Board noted the continuity of key investment management personnel that would manage the Trust upon consummation of the Acquisition, specifically noting that, with respect to the Trust, the persons responsible for the portfolio management of the Trust are expected to remain the same except that Neil Stone will not continue as a portfolio manager of the Trust. The Board discussed at length the effect of this change on the Trust.

4. The Board noted that entering into the sub-advisory contracts would provide Invesco Advisers with increased flexibility in assigning portfolio managers to the Trust and would give the Trust access to portfolio managers and investment personnel located in other offices, including those outside the United States, who may have more specialized expertise on local companies, markets and economies or on various types of investments and investment techniques.

5. The Board noted that, pursuant to the sub-advisory contracts, Invesco Advisers would pay all of the sub-advisory fees of the Affiliated Sub-Advisers out of its management fees.

6. The Board noted the undertaking by Invesco and Morgan Stanley or their respective affiliates to assume all of the costs of the Acquisition, including the cost of obtaining the shareholder approvals discussed above. The Board noted that Invesco Advisers would provide a two-year contractual guaranty to limit the total expense ratio of the Trust to the Trust’s total expense ratio prior to the Acquisition. In determining the obligation to waive advisory fees and/or reimburse expenses, the following is not taken into account: (i) interest, (ii) taxes, (iii) dividend expense on short sales, (iv) extraordinary or non-routine items, and (v) expenses that the Trust has incurred but did not actually pay because of an offset arrangement. During the Board’s extensive review process, the Board, including the independent Trustees, considered, among other things, the following factors: the terms and conditions of the new advisory agreements, including the differences from the advisory agreement with Morgan Stanley affiliates; and the nature, scope and quality of services that Invesco Advisers and its affiliates are expected to provide to the Trust, including sub-advisory services and compliance services. The Board evaluated all information available to them on a trust-by-trust basis, and their determinations were made separately in respect of the Trust. The Board also based their decisions on the following considerations, among others, although they did not identify any consideration that was all important or controlling of their discussions, and each Trustee attributed different weights to the various factors.

A. Nature, Extent and Quality of Services.

The Board reviewed and considered the nature and extent of the investment advisory services to be provided by Invesco Advisers and the Affiliated Sub-Advisers under the new advisory agreements, including portfolio management, investment research and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services to be provided by Invesco Advisers under the Trust’s administration agreement, including accounting services and the provision of supplies, office space and utilities at Invesco Advisers’ expense.

continued

24 Invesco Municipal Income Opportunities Trust

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The Board was advised that there was no expected diminution in the nature, quality and extent of services provided to the Trust’s shareholders.

The Board reviewed and considered the qualifications of the portfolio managers who are expected to continue as portfolio managers, noting the one portfolio manager who would not continue to manage the Trust as a result of the new advisory agreements, and the senior administrative managers and other key personnel of Invesco Advisers or its affiliates who will provide the advisory and administrative services to the Trust.

B. Performance, Fees and Expenses of the Trust.

The Board noted that Invesco Advisers and the Affiliated Sub-Advisers had not yet begun providing services to the Trust and, therefore, concluded that performance was not a factor they needed to address with respect to the approval of the new advisory agreements. They also considered that management fees would not increase under the new advisory agreements and that Invesco Advisers would pay the fee under the sub-advisory contract out of its management fees. Furthermore, the Board considered that Invesco Advisers would provide a two-year contractual guaranty to limit the total expense ratio of the Trust to the Trust’s total expense ratio prior to the Acquisition.

C. Economies of Scale.

The Board considered the benefits that the shareholders of the Trust would be afforded as a result of anticipated economies of scale.

D. Other Benefits of the Relationship.

The Board considered other benefits to Invesco Advisers and its affiliates that may be derived from their relationship with the Trust and other funds advised by Invesco Advisers.

E. Resources of the Adviser.

The Board considered whether Invesco Advisers and the Affiliated Sub-Advisers were financially sound and had the resources necessary to perform their obligations under the new advisory agreements, noting assurances that Invesco Advisers and the Affiliated Sub-Advisers had the financial resources necessary to fulfill their obligations under the new advisory agreements and the benefits to the Trust of such a relationship.

F. General Conclusion.

After considering and weighing all of the above factors, the Board, including the independent Trustees, unanimously concluded that it would be in the best interest of the Trust and its shareholders to approve the new advisory agreements with respect to the Trust. In reaching this conclusion, the Board did not give particular weight to any single factor referenced above. The Board considered these factors over the course of numerous meetings, some of which were in executive session with only the independent Trustees and their counsel present.

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Tax Information

Form 1099-DIV, Form 1042-S and other year-end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisors.

The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.

The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended May 31, 2010:

| Federal and State Income
Tax | |
| --- | --- |
| Tax-Exempt Income Dividends* | 99.93% |

• The above percentage is based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.

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Proxy Results

A Special Meeting (“Meeting”) of Shareholders of Morgan Stanley Municipal Income Opportunities Trust was held on Friday, April 16, 2010. The Meeting was held for the following purposes:

| (1) | Elect 17 Trustees to the Board of Trustees of the Fund, each of
whom will serve until (i) his or her successor is elected
and qualified, (ii) his or her death, (iii) his or her
resignation or (iv) his or her removal as approved by
statute or the charter. |
| --- | --- |
| (2) | Approval of a new Investment Advisory Agreement with Invesco
Advisers, Inc. |
| (3) | Approval of a new Master Sub-Advisory Agreement between Invesco Advisers, Inc. and its affiliates. |

The results of the voting on the above matters were as follows:

| | Matters | | Votes
For | Withheld | |
| --- | --- | --- | --- | --- | --- |
| (1) | David C. Arch | | | 12,343,276 | 758,887 |
| | Bob R. Baker | | | 12,338,330 | 763,833 |
| | Frank S. Bayley | | | 12,324,012 | 778,151 |
| | James T. Bunch | | | 12,339,047 | 763,116 |
| | Bruce L. Crockett | | | 12,327,346 | 774,817 |
| | Rod Dammeyer | | | 12,341,325 | 760,838 |
| | Albert R. Dowden | | | 12,331,891 | 770,272 |
| | Jack M. Fields | | | 12,344,675 | 757,488 |
| | Martin L. Flanagan | | | 11,979,667 | 1,122,496 |
| | Carl Frischling | | | 12,337,897 | 764,266 |
| | Prema Mathai-Davis | | | 12,330,970 | 771,193 |
| | Lewis F. Pennock | | | 12,342,787 | 759,376 |
| | Larry Soll | | | 12,328,716 | 773,447 |
| | Hugo F. Sonnenschein | | | 12,333,146 | 769,017 |
| | Raymond Stickel, Jr. | | | 12,333,648 | 768,515 |
| | Philip A. Taylor | | | 11,979,845 | 1,122,318 |
| | Wayne W. Whalen | | | 12,335,600 | 766,563 |
| | | Votes | Votes | Broker | |
| | Votes
For | Withheld | Abstain | Non-Votes | |
| (2) | Approval of a new Investment Advisory Agreement with Invesco
Advisers, Inc. | 9,826,523 | 659,354 | 502,843 | 2,113,443 |
| (3) | Approval of a new Master Sub-Advisory Agreement between Invesco Advisers, Inc. and its affiliates | 9,760,203 | 731,591 | 496,926 | 2,113,443 |

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Trustees and Officers

The address of each trustee and officer is 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.

	Trustee		Number of — Funds in	Other
Name, Year of Birth and	and/or		Fund Complex	Directorship(s)
Position(s) Held with the	Officer	Principal Occupation(s)	Overseen by	Held by
Trust	Since	During Past 5 Years	Trustee	Trustee
Interested Persons
Martin L. Flanagan 1 —
1960 Trustee	2010	Executive Director, Chief Executive Officer and President, Invesco Ltd.
(ultimate parent of Invesco and a global investment management firm);
Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco
Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair,
Investment Company Institute; and Member of Executive Board, SMU Cox
School of Business	214	None
		Formerly: Chairman, Invesco Advisers, Inc. (registered investment
adviser); Director, Chairman, Chief Executive Officer and President,
IVZ Inc. (holding company), INVESCO Group Services, Inc. (service
provider) and Invesco North American Holdings, Inc. (holding company);
Director, Chief Executive Officer and President, Invesco Holding
Company Limited (parent of Invesco and a global investment management
firm); Director, Invesco Ltd.; Chairman, Investment Company Institute
and President, Co-Chief Executive Officer, Co-President, Chief
Operating Officer and Chief Financial Officer, Franklin Resources, Inc.
(global investment management organization)
Philip A. Taylor 2 — 1954 Trustee, President and Principal
Executive Officer	2010	Head of North American Retail and Senior Managing Director, Invesco
Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive
Officer, Invesco Advisers, Inc. (formerly known as Invesco
Institutional (N.A.), Inc.) (registered investment adviser); Director,
Chief Executive Officer and President, 1371 Preferred Inc. (holding
company); Director, Chairman, Chief Executive Officer and President,
Invesco Management Group, Inc. (formerly Invesco Aim Management Group,
Inc.) (financial services holding company); Director and President,
INVESCO Funds Group, Inc. (registered investment adviser and registered
transfer agent) and AIM GP Canada Inc. (general partner for limited
partnerships); Director and Chairman, Invesco Investment Services, Inc.
(formerly known as Invesco Aim Investment Services, Inc.) (registered
transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO
Distributors, Inc.) (registered broker dealer); Director, President and
Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings
Inc. (holding company); Chief Executive Officer, Invesco Trimark
Corporate Class Inc. (corporate mutual fund company) and Invesco
Trimark Canada Fund Inc. (corporate mutual fund company); Director and
Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe
(registered investment adviser and registered transfer agent) and
Invesco Trimark Dealer Inc. (registered broker dealer); Trustee,
President and Principal Executive Officer, The Invesco Funds (other
than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust)
and Short-Term Investments Trust); Trustee and Executive Vice
President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco
Treasurer’s Series Trust) and Short-Term Investments Trust only); and
Director, Vank Kampen Asset Management; Director, Chief Executive
Officer and President, Van Kampen Investments Inc. and Van Kampen
Exchange Corp.; and Director and Chairman, Van Kampen Investor Services
Inc.	214	None
		Formerly: Director, Invesco Distributors, Inc. (formerly known as
Invesco Aim Distributors, Inc.) (registered broker dealer); Manager,
Invesco PowerShares Capital Management LLC; Director, Chief Executive
Officer and President, Invesco Advisers, Inc.; Director, Chairman,
Chief Executive Officer and President, Invesco Aim Capital Management,
Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark
Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark
Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing
Director, Invesco Holding Company Limited; Trustee and Executive Vice
President, Tax-Free Investments Trust; Director and Chairman, Fund
Management Company (former registered broker dealer); President and
Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series
Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust
and Tax-Free Investments Trust only); President, AIM Trimark Global
Fund Inc. and AIM Trimark Canada Fund Inc.
Wayne M. Whalen 3 – 1939 Trustee	2010	Of Counsel, and prior to 2010, partner in the law firm of Skadden,
Arps, Slate, Meagher & Flom LLP, legal counsel to funds in the Fund
Complex	232	Director of the
Abraham Lincoln
Presidential
Library Foundation
Independent Trustees
Bruce L. Crockett – 1944 Trustee and Chair	2010	Chairman, Crockett Technology Associates (technology consulting company) Formerly: Director, Captaris (unified messaging provider); Director,
President and Chief Executive Officer COMSAT Corporation; and Chairman,
Board of Governors of INTELSAT (international communications company)	214	ACE Limited
(insurance company); and
Investment Company
Institute
David C. Arch – 1945 Trustee	2010	Chairman and Chief Executive Officer of Blistex Inc., a consumer health
care products manufacturer.	232	Member of the
Heartland Alliance
Advisory Board, a
nonprofit
organization
serving human needs
based in Chicago.
Board member of the
Illinois
Manufacturers’
Association. Member
of the Board of
Visitors, Institute
for the Humanities,
University of
Michigan

| 1 | Mr. Flanagan is considered an interested person of the Trust because he is an
officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent
of the adviser to the Trust. |
| --- | --- |
| 2 | Mr. Taylor is considered an interested person of the Trust because he is an officer
and a director of the adviser to, and a director of the principal underwriter of, the Trust. |
| 3 | Mr. Whalen is considered an “interested person” (within the meaning of Section
2(a)(19) of the 1940 Act) of certain Funds in the Fund Complex by reason of he and his firm
currently providing legal services as legal counsel to such Funds in the Fund Complex. |

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Trustees and Officers – (continued)

	Trustee		Number of — Funds in	Other
Name, Year of Birth and	and/or		Fund Complex	Directorship(s)
Position(s) Held with the	Officer	Principal Occupation(s)	Overseen by	Held by
Trust	Since	During Past 5 Years	Trustee	Trustee
Independent Trustees
Bob R. Baker – 1936 Trustee	2010	Retired Formerly: President and Chief Executive Officer, AMC Cancer
Research Center; and Chairman and Chief Executive Officer, First
Columbia Financial Corporation	214	None
Frank S. Bayley – 1939 Trustee	2010	Retired Formerly: Director, Badgley Funds, Inc. (registered investment
company) (2 portfolios) and Partner, law firm of Baker & McKenzie	214	None
James T. Bunch – 1942 Trustee	2010	Founder, Green, Manning & Bunch Ltd. (investment banking firm) Formerly: Executive Committee, United States Golf Association;
and Director, Policy Studies, Inc. and Van Gilder Insurance
Corporation	214	Vice Chairman,
Board of Governors,
Western Golf
Association/Evans
Scholars Foundation
and Director,
Denver Film Society
Rodney Dammeyer – 1940 Trustee	2010	President of CAC, LLC, a private company offering capital
investment and management advisory services. Formerly: Prior to January 2004, Director of TeleTech Holdings
Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to
2001, Managing Partner at Equity Group Corporate Investments.
Prior to 1995, Chief Executive Officer of Itel Corporation. Prior
to 1985, experience includes Senior Vice President and Chief
Financial Officer of Household International, Inc, Executive Vice
President and Chief Financial Officer of Northwest Industries,
Inc. and Partner of Arthur Andersen & Co.	232	Director of Quidel
Corporation and
Stericycle, Inc.
Prior to May 2008,
Trustee of The
Scripps Research
Institute. Prior to
February 2008,
Director of Ventana
Medical Systems,
Inc. Prior to April
2007, Director of
GATX Corporation.
Prior to April
2004, Director of
TheraSense, Inc.
Albert R. Dowden – 1941 Trustee	2010	Director of a number of public and private business corporations,
including the Boss Group, Ltd. (private investment and
management); Reich & Tang Funds (5 portfolios) (registered
investment company); and Homeowners of America Holding
Corporation/ Homeowners of America Insurance Company (property
casualty company) Formerly: Director, Continental Energy Services, LLC (oil and
gas pipeline service); Director, CompuDyne Corporation (provider
of product and services to the public security market) and
Director, Annuity and Life Re (Holdings), Ltd. (reinsurance
company); Director, President and Chief Executive Officer, Volvo
Group North America, Inc.; Senior Vice President, AB Volvo;
Director of various public and private corporations; Chairman,
DHJ Media, Inc.; Director Magellan Insurance Company; and
Director, The Hertz Corporation, Genmar Corporation (boat
manufacturer), National Media Corporation; Advisory Board of
Rotary Power International (designer, manufacturer, and seller of
rotary power engines); and Chairman, Cortland Trust, Inc.
(registered investment company)	214	Board of Nature’s
Sunshine Products,
Inc.
Jack M. Fields – 1952 Trustee	2010	Chief Executive Officer, Twenty First Century Group, Inc.
(government affairs company); and Owner and Chief Executive
Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate
entertainment), Discovery Global Education Fund (non-profit) and
Cross Timbers Quail Research Ranch (non-profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable
forestry company) and member of the U.S. House of Representatives	214	Administaff
Carl Frischling – 1937 Trustee	2010	Partner, law firm of Kramer Levin Naftalis and Frankel LLP	214	Director, Reich & Tang Funds (16 portfolios)
Dr. Manual H. Johnson – 1960 Trustee	1991	Senior Partner, Johnson Smick International, Inc. (consulting
firm); Chairperson of the Investment Committee (since October
2006) and Director or Trustee of the Retail Funds (since July
1991) and Institutional Funds (since July 2003); Co-Chairman and
a founder of the Group of Seven Council (G7C) (international
economic commission) Formerly, Chairperson of the Audit Committee (July 1991-September
2006); Vice Chairman of the Board of Governors of the Federal
Reserve System and Assistant Secretary of the U.S. Treasury	232	Director of NVR,
Inc. (home
construction);
Director of
Evergreen Energy
Prema Mathai-Davis – 1950 Trustee	2010	Retired Formerly: Chief Executive Officer, YWCA of the U.S.A.	214	None
Michael E. Nugent – 1973 Trustee	1991	General Partner, Triumph Capital, L.P. (private investment
partnership); Chairperson of the Boards of the Retail Funds and
Institutional Funds (since July 2006); Director or Trustee of the
Retail Funds (since July 1991) and Institutional Funds (since
July 2001) Formerly, Chairperson of the Insurance Committee (until July 2006)	232	None
Lewis F. Pennock – 1942 Trustee	2010	Partner, law firm of Pennock & Cooper	214	None
Larry Soll – 1942 Trustee	2010	Retired Formerly, Chairman, Chief Executive Officer and President,
Synergen Corp. (a biotechnology company)	214	None

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Trustees and Officers – (continued)

	Trustee		Number of — Funds in	Other
Name, Year of Birth and	and/or		Fund Complex	Directorship(s)
Position(s) Held with the	Officer	Principal Occupation(s)	Overseen by	Held by
Trust	Since	During Past 5 Years	Trustee	Trustee
Independent Trustees
Hugo F. Sonnenschein – 1940 Trustee	2010	President Emeritus and Honorary Trustee of the
University of Chicago and the Adam Smith Distinguished
Service Professor in the Department of Economics at the
University of Chicago. Prior to July 2000, President of
the University of Chicago.	232	Trustee of the
University of
Rochester and a
member of its
investment
committee. Member
of the National
Academy of
Sciences, the
American
Philosophical
Society and a
fellow of the
American Academy of
Arts and Sciences
Raymond Stickel, Jr. – 1944 Trustee	2010	Retired Formerly: Director, Mainstay VP Series Funds, Inc.
(25 portfolios) and Partner, Deloitte & Touche	214	None
Other Officers
Russell C. Burk — 1958 Senior Vice President and
Senior Officer	2010	Senior Vice President and Senior Officer of Invesco Funds	N/A	N/A
John M. Zerr — 1962 Senior Vice President, Chief
Legal Officer and Secretary	2010	Director, Senior Vice President, Secretary and General
Counsel, Invesco Management Group, Inc. (formerly known
as Invesco Aim Management Group, Inc.), Van Kampen
Investments Inc. and Van Kampen Exchange Corp., Senior
Vice President, Invesco Advisers, Inc. formerly known as
Invesco Institutional (N.A.), Inc.) (registered
investment adviser); Senior Vice President and
Secretary, Invesco Distributors, Inc. (formerly known as
Invesco Aim Distributors, Inc.); Director, Vice
President and Secretary, Invesco Investment Services,
Inc. (formerly known as Invesco Aim Investment Services,
Inc.) and IVZ Distributors, Inc. (formerly known as
INVESCO Distributors, Inc.); Director and Vice
President, INVESCO Funds Group, Inc.; Senior Vice
President, Chief Legal Officer and Secretary, The
Invesco Funds; Manager, Invesco PowerShares Capital
Management LLC; Director, Secretary and General Counsel,
Van Kampen Asset Management; Director and Secretary, Van
Kampen Advisors Inc.; Secretary and General Counsel, Van
Kampen Funds Inc.; and Director, Vice President,
Secretary and General Counsel, Van Kampen Investor
Services Inc.	N/A	N/A
		Formerly: Director, Invesco Distributors, Inc.
(formerly known as Invesco Aim Distributors, Inc.);
Director, Senior Vice President, General Counsel and
Secretary, Invesco Advisers, Inc.; Director, Vice
President and Secretary, Fund Management Company;
Director, Senior Vice President, Secretary, General
Counsel and Vice President, Invesco Aim Capital
Management, Inc.; Chief Operating Officer and General
Counsel, Liberty Ridge Capital, Inc. (an investment
adviser); Vice President and Secretary, PBHG Funds (an
investment company) and PBHG Insurance Series Fund (an
investment company); Chief Operating Officer, General
Counsel and Secretary, Old Mutual Investment Partners (a
broker-dealer); General Counsel and Secretary, Old
Mutual Fund Services (an administrator) and Old Mutual
Shareholder Services (a shareholder servicing center);
Executive Vice President, General Counsel and Secretary,
Old Mutual Capital, Inc. (an investment adviser); and
Vice President and Secretary, Old Mutual Advisors Funds
(an investment company)
Lisa O. Brinkley — 1959 Vice President	2010	Global Compliance Director, Invesco Ltd.; Chief
Compliance Officer, Invesco Distributors, Inc. (formerly
known as Invesco Aim Distributors, Inc.), Invesco
Investment Services, Inc.(formerly known as Invesco Aim
Investment Services, Inc.) and Van Kampen Investor
Services Inc.; and Vice President, The Invesco Funds	N/A	N/A
		Formerly: Senior Vice President, Invesco Management
Group, Inc.; Senior Vice President and Chief Compliance
Officer, Invesco Advisers, Inc. and The Invesco Funds;
Vice President and Chief Compliance Officer, Invesco Aim
Capital Management, Inc. and Invesco Distributors, Inc.;
Vice President, Invesco Investment Services, Inc. and
Fund Management Company
Kevin M. Carome — 1956 Vice President	2010	General Counsel, Secretary and Senior Managing Director,
Invesco Ltd.; Director, Invesco Holding Company Limited
and INVESCO Funds Group, Inc.; Director and Executive
Vice President, IVZ, Inc., Invesco Group Services, Inc.,
Invesco North American Holdings, Inc. and Invesco
Investments (Bermuda) Ltd.; Director and Secretary,
Invesco Advisers, Inc. (formerly known as Invesco
Institutional (N.A.), Inc.) (registered investment
adviser); Vice President, The Invesco Funds; and
Trustee, PowerShares Exchange-Traded Fund Trust,
PowerShares Exchange-Traded Fund Trust II, PowerShares
India Exchange-Traded Fund Trust and PowerShares
Actively Managed Exchange-Traded Fund Trust; and
Director and Chairman, Van Kampen Advisors Inc.	N/A	N/A
		Formerly: Senior Managing Director and Secretary,
Invesco North American Holdings, Inc.; Vice President
and Secretary, IVZ, Inc. and Invesco Group Services,
Inc.; Senior Managing Director and Secretary, Invesco
Holding Company Limited; Director, Senior Vice
President, Secretary and General Counsel, Invesco
Management Group, Inc. and Invesco Advisers, Inc.;
Senior Vice President, Invesco Distributors, Inc.;
Director, General Counsel and Vice President, Fund
Management Company; Vice President, Invesco Aim Capital
Management, Inc. and Invesco Investment Services, Inc.;
Senior Vice President, Chief Legal Officer and
Secretary, The Invesco Funds; Director and Vice
President, IVZ Distributors, Inc. (formerly known as
INVESCO Distributors, Inc.; and Chief Executive Officer
and President, INVESCO Funds Group, Inc.

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Trustees and Officers – (continued)

	Trustee		Number of — Funds in	Other
Name, Year of Birth and	and/or		Fund Complex	Directorship(s)
Position(s) Held with the	Officer	Principal Occupation(s)	Overseen by	Held by
Trust	Since	During Past 5 Years	Trustee	Trustee
Other Officers
Sheri Morris — 1964 Vice President, Principal
Financial Officer and
Treasurer	2010	Vice President,
Treasurer and
Principal Financial
Officer, The Invesco
Funds; and Vice
President, Invesco
Advisers, Inc.
(formerly known as
Invesco Institutional
(N.A.), Inc.)
(registered investment
adviser)	N/A	N/A
		Formerly: Vice
President, Invesco
Advisers, Inc.,
Invesco Aim Capital
Management, Inc. and
Invesco Aim Private
Asset Management,
Inc.; Assistant Vice
President and
Assistant Treasurer,
The Invesco Funds and
Assistant Vice
President, Invesco
Advisers, Inc.,
Invesco Aim Capital
Management, Inc. and
Invesco Aim Private
Asset Management, Inc.
Karen Dunn Kelley — 1960 Vice President	2010	Head of Invesco’s
World Wide Fixed
Income and Cash
Management Group;
Senior Vice President,
Invesco Advisers, Inc.
(formerly known as
Invesco Institutional
(N.A.), Inc.)
(registered investment
adviser) and Van
Kampen Investments
Inc.; Executive Vice
President, Invesco
Distributors, Inc.
(formerly known as
Invesco Aim
Distributors, Inc.);
Senior Vice President,
Invesco Management
Group, Inc. (formerly
known as Invesco Aim
Management Group,
Inc.); and Director,
Invesco Mortgage
Capital Inc.; Vice
President, The Invesco
Funds (other than AIM
Treasurer’s Series
Trust (Invesco
Treasurer’s Series
Trust) and Short-Term
Investments Trust);
President and
Principal Executive
Officer, The Invesco
Funds (AIM Treasurer’s
Series Trust (Invesco
Treasurer’s Series
Trust) and Short-Term
Investments Trust
only).	N/A	N/A
		Formerly: Vice
President, Invesco
Advisers, Inc.
(formerly known as
Invesco Institutional
(N.A.), Inc.);
Director of Cash
Management and Senior
Vice President,
Invesco Advisers, Inc.
and Invesco Aim
Capital Management,
Inc.; President and
Principal Executive
Officer, Tax-Free
Investments Trust;
Director and
President, Fund
Management Company;
Chief Cash Management
Officer, Director of
Cash Management,
Senior Vice President,
and Managing Director,
Invesco Aim Capital
Management, Inc.;
Director of Cash
Management, Senior
Vice President, and
Vice President,
Invesco Advisers, Inc.
and The Invesco Funds
(AIM Treasurer’s
Series Trust (Invesco
Treasurer’s Series
Trust), Short-Term
Investments Trust and
Tax-Free Investments
Trust only)
Lance A. Rejsek — 1967 Anti-Money Laundering
Compliance Officer	2010	Anti-Money Laundering
Compliance Officer,
Invesco Advisers, Inc.
(formerly known as
Invesco Institutional
(N.A.), Inc.)
(registered investment
adviser); Invesco
Distributors, Inc.
(formerly known as
Invesco Aim
Distributors, Inc.),
Invesco Investment
Services, Inc.
(formerly known as
Invesco Aim Investment
Services, Inc.), The
Invesco Funds,
PowerShares
Exchange-Traded Fund
Trust, PowerShares
Exchange-Traded Trust
II, PowerShares India
Exchange-Traded Fund
Trust, PowerShares
Actively Managed
Exchange-Traded Fund
Trust, Van Kampen
Asset Management, Van
Kampen Investor
Services Inc., and Van
Kampen Funds Inc.	N/A	N/A
		Formerly: Anti-Money
Laundering Compliance
Officer, Fund
Management Company,
Invesco Advisers,
Inc., Invesco Aim
Capital Management,
Inc. and Invesco Aim
Private Asset
Management, Inc.
Todd L. Spillane — 1958 Chief Compliance Officer	2010	Senior Vice President,
Invesco Management
Group, Inc. (formerly
known as Invesco Aim
Management Group,
Inc.), Van Kampen
Investments Inc. and
Van Kampen Exchange
Corp.; Senior Vice
President and Chief
Compliance Officer,
Invesco Advisers, Inc.
(registered investment
adviser) (formerly
known as Invesco
Institutional (N.A.),
Inc.); Chief
Compliance Officer,
The Invesco Funds,
PowerShares
Exchange-Traded Fund
Trust, PowerShares
Exchange-Traded Trust
II, PowerShares India
Exchange-Traded Fund
Trust and PowerShares
Actively Managed
Exchange-Traded Fund
Trust, INVESCO Private
Capital Investments,
Inc. (holding
company), Invesco
Private Capital, Inc.
(registered investment
adviser) and Invesco
Senior Secured
Management, Inc.
(registered investment
adviser); Vice
President, Invesco
Distributors, Inc.
(formerly known as
Invesco Aim
Distributors, Inc.),
Invesco Investment
Services, Inc.
(formerly known as
Invesco Aim Investment
Services, Inc.) and
Van Kampen Investor
Services Inc.	N/A	N/A
		Formerly: Senior Vice
President and Chief
Compliance Officer,
Invesco Advisers, Inc.
and Invesco Aim
Capital Management,
Inc.; Chief Compliance
Officer, Invesco
Global Asset
Management (N.A.),
Inc.; Vice President,
Invesco Aim Capital
Management, Inc. and
Fund Management
Company

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.

Office of the Fund

11 Greenway Plaza Suite 2500 Houston, TX 77046-1173

Counsel to the Fund

Stradley Ronon Stevens & Young, LLP 2600 One Commerce Square Philadelphia, PA 19103

Investment Adviser

Invesco Advisers, Inc. 1555 Peachtree Street, N.E. Atlanta, GA 30309

Counsel to the Independent Trustees

Kramer, Levin, Naftalis & Frankel LLP 1177 Avenue of the Americas New York, NY 10036-2714

Distributor

Invesco Distributors, Inc. 11 Greenway Plaza, Suite 2500 Houston, TX 77046-1173

Transfer Agent

Computershare Trust Company, N.A. P.O. Box 43078 Providence, RI 02940-3078

Auditors

PricewaterhouseCoopers LLP 1201 Louisiana Street, Suite 2900 Houston, TX 77002-5678

Custodian

State Street Bank and Trust Company 225 Franklin Boston, MA 02110-2801

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Invesco Privacy Policy

You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.

Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.

Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.

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 number for the Fund is 811-05597.

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.

Information regarding how the Fund voted proxies related to its portfolio securities during the period between June 1, 2010 and June 30, 2010, is or will be available at invesco.com/proxysearch. In addition, this information is or will be available on the SEC website at sec.gov. Proxy voting information for the predecessor fund prior to its reorganization with the Fund on June 1, 2010 is not available on the Invesco website but is or will be available on the SEC website under the predecessor fund.

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

MS-CE-MIOPP-AR-1 Invesco Distributors, Inc.

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ITEM 2. CODE OF ETHICS.

As of the end of the period covered by this report, the Registrant had adopted a code of ethics (the “Code”) that applies to the Registrant’s principal executive officer (“PEO”) and principal financial officer (“PFO”). There were no amendments to the Code 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 experts are David C. Arch, James T. Bunch, Bruce L. Crockett, Rodney Dammeyer and Raymond Stickel, Jr. Messrs. Arch, Bunch, Crockett, Dammeyer and Stickel are “independent” within the meaning of that term as used in Form N-CSR.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information set forth below for the 2010 fiscal year relates to fees billed by the Fund’s Prior and Current Auditors.

Fees Billed by Principal Accountant Related to the Registrant

The information set forth below for the 2010 fiscal year relates to fees billed by the Fund’s Prior and Current Auditors:

		Percentage of Fees Billed — Applicable to Non-Audit		Percentage of Fees Billed — Applicable to Non-Audit
	Fees Billed for	Services Provided for	Fees Billed for	Services Provided for
	Services Rendered	fiscal year end 5/31/2010	Services Rendered	fiscal year end 5/31/2009
	to the Registrant	Pursuant to Waiver of	to the Registrant	Pursuant to Waiver of
	for fiscal year end	Pre-Approval	for fiscal year end	Pre-Approval
	5/31/2010	Requirement (1)	5/31/2009	Requirement (1)
Audit Fees	$ 34,400	N/A	$ 39,125	N/A
Audit-Related Fees	$ 0	0 %	$ 0	0 %
Tax Fees (2)	$ 6,965	0 %	$ 5,165	0 %
All Other Fees	$ 0	0 %	$ 0	0 %
Total Fees	$ 41,365	0 %	$ 44,290	0 %

D&T and PWC billed the Registrant aggregate non-audit fees of $6,965 for the fiscal year ended May 31, 2010. D&T billed the Registrant aggregate non-audit fees of $5,165 for the fiscal year ended May 31, 2009.

| (1) | With respect to the provision of non-audit services, the pre-approval requirement is waived
pursuant to a de minimis exception if (i) such services were not recognized as non-audit
services by the Registrant at the time of engagement, (ii) the aggregate amount of all such
services provided is no more than 5% of the aggregate audit and non-audit fees paid by the
Registrant to PWC during a fiscal year; and (iii) such services are promptly brought to the
attention of the Registrant’s Audit Committee and approved by the Registrant’s Audit Committee
prior to the completion of the audit. |
| --- | --- |
| (2) | Tax fees for the fiscal year end May 31, 2010 includes fees billed for reviewing tax returns.
Tax fees for the fiscal year end May 31, 2009 includes fees billed for reviewing tax returns. |

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Fees Billed by PWC Related to Invesco and Invesco Affiliates

PWC billed Invesco Advisers, Inc. (“Invesco”), the Registrant’s adviser, and any entity controlling, controlled by or under common control with Invesco that provides ongoing services to the Registrant (“Invesco Affiliates”) aggregate fees for pre-approved non-audit services rendered to Invesco and Invesco Affiliates for the last two fiscal years as follows:

	Fees Billed for — Non-Audit Services		Fees Billed for — Non-Audit Services
	Rendered to Invesco		Rendered to Invesco
	and Invesco		and Invesco
	Affiliates for	Percentage of Fees Billed	Affiliates for	Percentage of Fees Billed
	fiscal year end	Applicable to Non-Audit	fiscal year end	Applicable to Non-Audit
	5/31/2010 That Were	Services Provided for	5/31/2009 That Were	Services Provided for
	Required	fiscal year end 5/31/2010	Required	fiscal year end 5/31/2009
	to be Pre-Approved	Pursuant to Waiver of	to be Pre-Approved	Pursuant to Waiver of
	by the Registrant’s	Pre-Approval	by the Registrant’s	Pre-Approval
	Audit Committee	Requirement (1)	Audit Committee	Requirement (1)
Audit-Related Fees	$ 0	0 %	$ 0	0 %
Tax Fees	$ 0	0 %	$ 0	0 %
All Other Fees	$ 0	0 %	$ 0	0 %
Total Fees (2)	$ 0	0 %	$ 0	0 %

| (1) | With respect to the provision of non-audit services, the pre-approval requirement is waived
pursuant to a de minimis exception if (i) such services were not recognized as non-audit
services by the Registrant at the time of engagement, (ii) the aggregate amount of all such
services provided is no more than 5% of the aggregate audit and non-audit fees paid by the
Registrant, Invesco and Invesco Affiliates to PWC during a fiscal year; and (iii) such
services are promptly brought to the attention of the Registrant’s Audit Committee and
approved by the Registrant’s Audit Committee prior to the completion of the audit. |
| --- | --- |
| (2) | Including the fees for services not required to be pre-approved by the registrant’s audit
committee, PWC billed Invesco and Invesco Affiliates aggregate non-audit fees of $0 for the
fiscal year ended May 31, 2010, and $0 for the fiscal year ended May 31, 2009, for non-audit
services rendered to Invesco and Invesco Affiliates. |

The Audit Committee also has considered whether the provision of non-audit services that were rendered to Invesco and Invesco Affiliates that were not required to be pre-approved pursuant to SEC regulations, if any, is compatible with maintaining PWC’s independence. To the extent that such services were provided, the Audit Committee determined that the provision of such services is compatible with PWC maintaining independence with respect to the Registrant.

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PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES POLICIES AND PROCEDURES As adopted by the Audit Committees of the Invesco Funds (the “Funds”) Last Amended May 4, 2010

Statement of Principles

Under the Sarbanes-Oxley Act of 2002 and rules adopted by the Securities and Exchange Commission (“SEC”) (“Rules”), the Audit Committees of the Funds’ (the “Audit Committees”) Board of Trustees (the “Board”) are responsible for the appointment, compensation and oversight of the work of independent accountants (an “Auditor”). As part of this responsibility and to assure that the Auditor’s independence is not impaired, the Audit Committees pre-approve the audit and non-audit services provided to the Funds by each Auditor, as well as all non-audit services provided by the Auditor to the Funds’ investment adviser and to affiliates of the adviser that provide ongoing services to the Funds (“Service Affiliates”) if the services directly impact the Funds’ operations or financial reporting. The SEC Rules also specify the types of services that an Auditor may not provide to its audit client. The following policies and procedures comply with the requirements for pre-approval and provide a mechanism by which management of the Funds may request and secure pre-approval of audit and non-audit services in an orderly manner with minimal disruption to normal business operations.

Proposed services either may be pre-approved without consideration of specific case-by-case services by the Audit Committees (“general pre-approval”) or require the specific pre-approval of the Audit Committees (“specific pre-approval”). As set forth in these policies and procedures, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committees. Additionally, any fees exceeding 110% of estimated pre-approved fee levels provided at the time the service was pre-approved will also require specific approval by the Audit Committees before payment is made. The Audit Committees will also consider the impact of additional fees on the Auditor’s independence when determining whether to approve any additional fees for previously pre-approved services.

The Audit Committees will annually review and generally pre-approve the services that may be provided by each Auditor without obtaining specific pre-approval from the Audit Committee generally on an annual basis. The term of any general pre-approval runs from the date of such pre-approval through September 30 th of the following year, unless the Audit Committees consider a different period and state otherwise. The Audit Committees will add to or subtract from the list of general pre-approved services from time to time, based on subsequent determinations.

The purpose of these policies and procedures is to set forth the guidelines to assist the Audit Committees in fulfilling their responsibilities.

Delegation

The Audit Committees may from time to time delegate pre-approval authority to one or more of its members who are Independent Trustees. All decisions to pre-approve a service by a delegated member shall be reported to the Audit Committees at the next quarterly meeting.

Audit Services

The annual audit services engagement terms will be subject to specific pre-approval of the Audit Committees. Audit services include the annual financial statement audit and other procedures such as tax provision work that is required to be performed by the independent auditor to be able to form an opinion on the Funds’ financial statements. The Audit Committees will obtain, review and consider sufficient information concerning the proposed Auditor to make a reasonable evaluation of the Auditor’s qualifications and independence.

In addition to the annual Audit services engagement, the Audit Committees may grant either general or specific pre-approval of other audit services, which are those services that only the independent auditor reasonably can provide. Other Audit services may include services such as issuing consents for the inclusion of audited financial statements with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings.

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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%

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of the maximum estimated pre-approved fees or established amounts for pre-approved audit and non-audit services will be reported to the Audit Committees at the quarterly Audit Committees meeting and will require specific approval by the Audit Committees before payment is made. The Audit Committees will always factor in the overall relationship of fees for audit and non-audit services in determining whether to pre-approve any such services and in determining whether to approve any additional fees exceeding 110% of the maximum pre-approved fees or established amounts for previously pre-approved services.

Procedures

Generally on an annual basis, Invesco Advisers, Inc. (“Invesco”) will submit to the Audit Committees for general pre-approval, a list of non-audit services that the Funds or Service Affiliates of the Funds may request from the Auditor. The list will describe the non-audit services in reasonable detail and will include an estimated range of fees and such other information as the Audit Committee may request.

Each request for services to be provided by the Auditor under the general pre-approval of the Audit Committees will be submitted to the Funds’ Treasurer (or his or her designee) and must include a detailed description of the services to be rendered. The Treasurer or his or her designee will ensure that such services are included within the list of services that have received the general pre-approval of the Audit Committees. The Audit Committees will be informed at the next quarterly scheduled Audit Committees meeting of any such services for which the Auditor rendered an invoice and whether such services and fees had been pre-approved and if so, by what means.

Each request to provide services that require specific approval by the Audit Committees shall be submitted to the Audit Committees jointly by the Fund’s Treasurer or his or her designee and the Auditor, and must include a joint statement that, in their view, such request is consistent with the policies and procedures and the SEC Rules.

Each request to provide tax services under either the general or specific pre-approval of the Audit Committees will describe in writing: (i) the scope of the service, the fee structure for the engagement, and any side letter or amendment to the engagement letter, or any other agreement between the Auditor and the audit client, relating to the service; and (ii) any compensation arrangement or other agreement between the Auditor and any person (other than the audit client) with respect to the promoting, marketing, or recommending of a transaction covered by the service. The Auditor will discuss with the Audit Committees the potential effects of the services on the Auditor’s independence and will document the substance of the discussion.

Non-audit services pursuant to the de minimis exception provided by the SEC Rules will be promptly brought to the attention of the Audit Committees for approval, including documentation that each of the conditions for this exception, as set forth in the SEC Rules, has been satisfied.

On at least an annual basis, the Auditor will prepare a summary of all the services provided to any entity in the investment company complex as defined in section 2-01(f)(14) of Regulation S-X in sufficient detail as to the nature of the engagement and the fees associated with those services.

The Audit Committees have designated the Funds’ Treasurer to monitor the performance of all services provided by the Auditor and to ensure such services are in compliance with these policies and procedures. The Funds’ Treasurer will report to the Audit Committees on a periodic basis as to the results of such monitoring. Both the Funds’ Treasurer and management of Invesco will immediately report to the chairman of the Audit Committees any breach of these policies and procedures that comes to the attention of the Funds’ Treasurer or senior management of Invesco.

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Exhibit 1 to Pre-Approval of Audit and Non-Audit Services Policies and Procedures

Conditionally Prohibited Non-Audit Services (not prohibited if the Fund can reasonably conclude that the results of the service would not be subject to audit procedures in connection with the audit of the Fund’s financial statements)

| • | Bookkeeping or other services related to the accounting records or financial
statements of the audit client |
| --- | --- |
| • | Financial information systems design and implementation |
| • | Appraisal or valuation services, fairness opinions, or contribution-in-kind reports |
| • | Actuarial services |
| • | Internal audit outsourcing services |

Categorically Prohibited Non-Audit Services

•	Management functions
•	Human resources
•	Broker-dealer, investment adviser, or investment banking services
•	Legal services
•	Expert services unrelated to the audit
•	Any service or product provided for a contingent fee or a commission
•	Services related to marketing, planning, or opining in favor of the tax treatment of
confidential transactions or aggressive tax position transactions, a significant
purpose of which is tax avoidance
•	Tax services for persons in financial reporting oversight roles at the Fund
•	Any other service that the Public Company Oversight Board determines by regulation
is impermissible.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

| (a) | The registrant has a separately-designed standing audit
committee established in accordance with Section 3(a)(58)(A) of the Securities
Exchange Act of 1934, as amended. Members of the audit committee are: David C.
Arch, Frank S. Bayley, James T. Bunch, Bruce L. Crockett, Rodney Dammmeyer,
Larry Soll and Raymond Stickel, Jr. |
| --- | --- |
| (b) | 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.

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I.1. PROXY POLICIES AND PROCEDURES — INSTITUTIONAL

Applicable to	Institutional Accounts
Risk Addressed by Policy	breach of fiduciary duty to client under
Investment Advisers Act of 1940 by placing
Invesco personal interests ahead of client
best economic interests in voting proxies
Relevant Law and Other Sources	Investment Advisers Act of 1940
Last Tested Date
Policy/Procedure Owner	Advisory Compliance, Proxy Committee
Policy Approver	Invesco Risk Management Committee
Approved/Adopted Date	January 1, 2010

The following policies and procedures apply to all institutional accounts, clients and funds managed by Invesco Advisers, Inc. (“Invesco”). These policies and procedures do not apply to any of the retail funds managed by Invesco. See Section I.2 for the proxy policies and procedures applicable to Invesco’s retail funds.

A. POLICY STATEMENT

Invesco has responsibility for making investment decisions that are in the best interests of its clients. As part of the investment management services it provides to clients, Invesco may be authorized by clients to vote proxies appurtenant to the shares for which the clients are beneficial owners.

Invesco believes that it has a duty to manage clients’ assets in the best economic interests of its clients and that the ability to vote proxies is a client asset.

Invesco reserves the right to amend its proxy policies and procedures from time to time without prior notice to its clients.

Voting of Proxies

Invesco will vote client proxies relating to equity securities in accordance with the procedures set forth below unless a non-ERISA client retains in writing the right to vote, the named fiduciary (e.g., the plan sponsor) of an ERISA client retains in writing the right to direct the plan trustee or a third party to vote proxies, or Invesco determines that any benefit the client might gain from voting a proxy would be outweighed by the costs associated therewith. In addition, due to the distinct nature of proxy voting for interests in fixed income assets and stable value wrap agreements, the proxies for such fixed income assets and stable value wrap agreements will be voted in accordance with the procedures set forth in the “Proxy Voting for Fixed Income Assets and Stable Value Wrap Agreements” section below.

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Best Economic Interests of Clients

In voting proxies, Invesco will take into consideration those factors that may affect the value of the security and will vote proxies in a manner in which, in its opinion, is in the best economic interests of clients. Invesco endeavors to resolve any conflicts of interest exclusively in the best economic interests of clients.

B. OPERATING PROCEDURES AND RESPONSIBLE PARTIES

RiskMetrics’ Services

Invesco has contracted with RiskMetrics Group (“RiskMetrics,” formerly known as ISS), an independent third party service provider, to vote Invesco’s clients’ proxies according to RiskMetrics’ proxy voting recommendations determined by RiskMetrics pursuant to its then-current US Proxy Voting Guidelines, a summary of which can be found at http://www.riskmetrics.com and which are deemed to be incorporated herein. In addition, RiskMetrics will provide proxy analyses, vote recommendations, vote execution and record-keeping services for clients for which Invesco has proxy voting responsibility. On an annual basis, the Proxy Committee will review information obtained from RiskMetrics to ascertain whether RiskMetrics (i) has the capacity and competency to adequately analyze proxy issues, and (ii) can make such recommendations in an impartial manner and in the best economic interests of Invesco’s clients. This may include a review of RiskMetrics’ Policies, Procedures and Practices Regarding Potential Conflicts of Interest and obtaining information about the work RiskMetrics does for corporate issuers and the payments RiskMetrics receives from such issuers.

Custodians forward to RiskMetrics proxy materials for clients who rely on Invesco to vote proxies. RiskMetrics is responsible for exercising the voting rights in accordance with the RiskMetrics proxy voting guidelines. If Invesco receives proxy materials in connection with a client’s account where the client has, in writing, communicated to Invesco that the client, plan fiduciary or other third party has reserved the right to vote proxies, Invesco will forward to the party appointed by client any proxy materials it receives with respect to the account. In order to avoid voting proxies in circumstances where Invesco, or any of its affiliates have or may have any conflict of interest, real or perceived, Invesco has engaged RiskMetrics to provide the proxy analyses, vote recommendations and voting of proxies.

In the event that (i) RiskMetrics recuses itself on a proxy voting matter and makes no recommendation or (ii) Invesco decides to override the RiskMetrics vote recommendation, the Proxy Committee will review the issue and direct RiskMetrics how to vote the proxies as described below.

Proxy Voting for Fixed Income Assets and Stable Value Wrap Agreements

Some of Invesco’s fixed income clients hold interests in preferred stock of companies and some of Invesco’s stable value clients are parties to wrap agreements. From time to time, companies that have issued preferred stock or that are parties to wrap agreements request that Invesco’s clients vote proxies on particular matters. RiskMetrics does not currently provide proxy analysis or vote recommendations with respect to such proxy votes. Therefore, when a particular matter arises in this category, the investment team responsible for the particular mandate will review the matter and make a recommendation to the Proxy Manager as to how to vote the associated proxy. The Proxy Manager will complete the proxy ballots and send the ballots to the persons or entities identified in the ballots.

Proxy Committee

The Proxy Committee shall have seven (7) members, which shall include representatives from portfolio management, operations, and legal/compliance or other functional departments as deemed appropriate and who are knowledgeable regarding the proxy process. A majority of the members of the Proxy Committee shall constitute a quorum and the Proxy Committee shall act by a majority vote of those members in attendance at a meeting called for the purpose of determining how to vote a particular proxy. The Proxy Committee shall keep minutes of its meetings that shall be kept with the proxy voting records of Invesco. The Proxy Committee will appoint a Proxy Manager to manage the proxy voting process, which includes the voting of proxies and the maintenance of appropriate records.

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The Proxy Manager shall call for a meeting of the Proxy Committee (1) when override submissions are made; and (2) in instances when RiskMetrics has recused itself or has not provided a vote recommendation with respect to an equity security. At such meeting, the Proxy Committee shall determine how proxies are to be voted in accordance with the factors set forth in the section entitled “Best Economic Interests of Clients,” above.

The Proxy Committee also is responsible for monitoring adherence to these procedures and engaging in the annual review described in the section entitled “RiskMetrics’ Services,” above.

Recusal by RiskMetrics or Failure of RiskMetrics to Make a Recommendation

When RiskMetrics does not make a recommendation on a proxy voting issue or recuses itself due to a conflict of interest, the Proxy Committee will review the issue and determine whether Invesco has a material conflict of interest as determined pursuant to the policies and procedures outlined in the “Conflicts of Interest” section below. If Invesco determines it does not have a material conflict of interest, Invesco will direct RiskMetrics how to vote the proxies. If Invesco determines it does have a material conflict of interest, the Proxy Committee will follow the policies and procedures set forth in such section.

Override of RiskMetrics’ Recommendation

There may be occasions where Invesco investment personnel, senior officers or a member of the Proxy Committee seek to override a RiskMetrics recommendation if they believe that a RiskMetrics recommendation is not in accordance with the best economic interests of clients. In the event that an individual listed above in this section disagrees with a RiskMetrics recommendation on a particular voting issue, the individual shall document in writing the reasons that he/she believes that the RiskMetrics recommendation is not in accordance with clients’ best economic interests and submit such written documentation to the Proxy Manager for consideration by the Proxy Committee along with the certification attached as Appendix A hereto. Upon review of the documentation and consultation with the individual and others as the Proxy Committee deems appropriate, the Proxy Committee may make a determination to override the RiskMetrics voting recommendation if the Committee determines that it is in the best economic interests of clients and the Committee has addressed any conflict of interest.

Proxy Committee Meetings

When a Proxy Committee Meeting is called, whether because of a RiskMetrics recusal or request for override of a RiskMetrics recommendation, the Proxy Committee shall request from the Chief Compliance Officer as to whether any Invesco person has reported a conflict of interest.

The Proxy Committee shall review the report from the Chief Compliance Officer to determine whether a real or perceived conflict of interest exists, and the minutes of the Proxy Committee shall:

(1)	describe any real or perceived conflict of interest,
(2)	determine whether such real or perceived conflict of interest is material,
(3)	discuss any procedure used to address such conflict of interest,
(4)	report any contacts from outside parties (other than routine communications
from proxy solicitors), and
(5)	include confirmation that the recommendation as to how the proxies are to be
voted is in the best economic interests of clients and was made without regard to any
conflict of interest.

Based on the above review and determinations, the Proxy Committee will direct RiskMetrics how to vote the proxies as provided herein.

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Certain Proxy Votes May Not Be Cast

In some cases, Invesco may determine that it is not in the best economic interests of clients to vote proxies. For example, proxy voting in certain countries outside the United States requires share blocking. Shareholders who wish to vote their proxies must deposit their shares 7 to 21 days before the date of the meeting with a designated depositary. During the blocked period, shares to be voted at the meeting cannot be sold until the meeting has taken place and the shares have been returned to the Custodian/Sub-Custodian bank. In addition, voting certain international securities may involve unusual costs to clients, some of which may be related to requirements of having a representative in person attend the proxy meeting. In other cases, it may not be possible to vote certain proxies despite good faith efforts to do so, for instance when inadequate notice of the matter is provided. In the instance of loan securities, voting of proxies typically requires termination of the loan, so it is not usually in the best economic interests of clients to vote proxies on loaned securities. Invesco typically will not, but reserves the right to, vote where share blocking restrictions, unusual costs or other barriers to efficient voting apply. Invesco will not vote if it determines that the cost of voting exceeds the expected benefit to the client. The Proxy Manager shall record the reason for any proxy not being voted, which record shall be kept with the proxy voting records of Invesco.

CONFLICTS OF INTEREST

Procedures to Address Conflicts of Interest and Improper Influence

In order to avoid voting proxies in circumstances where Invesco or any of its affiliates have or may have any conflict of interest, real or perceived, Invesco has contracted with RiskMetrics to provide proxy analyses, vote recommendations and voting of proxies. Unless noted otherwise by RiskMetrics, each vote recommendation provided by RiskMetrics to Invesco shall include a representation from RiskMetrics that RiskMetrics has no conflict of interest with respect to the vote. In instances where RiskMetrics has recused itself or makes no recommendation on a particular matter, or if an override submission is requested, the Proxy Committee shall determine how to vote the proxy and instruct the Proxy Manager accordingly, in which case the conflict of interest provisions discussed below shall apply.

In effecting the policy of voting proxies in the best economic interests of clients, there may be occasions where the voting of such proxies may present a real or perceived conflict of interest between Invesco, as the investment manager, and Invesco’s clients. For each director, officer and employee of Invesco (“Invesco person”), the interests of Invesco’s clients must come first, ahead of the interest of Invesco and any Invesco person, including Invesco’s affiliates. Accordingly, no Invesco person may put “personal benefit,” whether tangible or intangible, before the interests of clients of Invesco or otherwise take advantage of the relationship with Invesco’s clients. “Personal benefit” includes any intended benefit for oneself or any other individual, company, group or organization of any kind whatsoever, except a benefit for a client of Invesco, as appropriate. It is imperative that each Invesco person avoid any situation that might compromise, or call into question, the exercise of fully independent judgment that is in the interests of Invesco’s clients.

Occasions may arise where a person or organization involved in the proxy voting process may have a conflict of interest. A conflict of interest may exist if Invesco has a business relationship with (or is actively soliciting business from) either the company soliciting the proxy or a third party that has a material interest in the outcome of a proxy vote or that is actively lobbying for a particular outcome of a proxy vote. Additional examples of situations where a conflict may exist include:

| • | Business Relationships — where Invesco manages money for a company or an
employee group, manages pension assets or is actively soliciting any such business, or
leases office space from a company; |
| --- | --- |
| • | Personal Relationships — where an Invesco person has a personal
relationship with other proponents of proxy proposals, participants in proxy contests,
corporate directors, or candidates for directorships; and |

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• Familial Relationships — where an Invesco person has a known familial relationship relating to a company (e.g. a spouse or other relative who serves as a director of a public company or is employed by the company).

In the event that the Proxy Committee determines that Invesco (or an affiliate) has a material conflict of interest, the Proxy Committee will not take into consideration the relationship giving rise to the conflict of interest and shall, in its sole discretion, either (a) decide to vote the proxies pursuant to RiskMetrics’ general proxy voting guidelines, (b) engage an independent third party to provide a vote recommendation, or (c) contact Invesco’s client(s) for direction as to how to vote the proxies.

In the event an Invesco person has a conflict of interest and has knowledge of such conflict of interest, it is the responsibility of such Invesco person to disclose the conflict to the Chief Compliance Officer. When a Proxy Committee meeting is called, the Chief Compliance Officer will report to the Proxy Committee all real or potential conflicts of interest for the Proxy Committee to review and determine whether such conflict is material. If the Proxy Committee determines that such conflict is material and involves a person involved in the proxy voting process, the Proxy Committee may require such person to recuse himself or herself from participating in the discussions regarding the proxy vote item and from casting a vote regarding how Invesco should vote such proxy. An Invesco person will not be considered to have a material conflict of interest if the Invesco person did not know of the conflict of interest and did not attempt to influence the outcome of a proxy vote.

In order to ensure compliance with these procedures, the Proxy Manager and each member of the Proxy Committee shall certify annually as to their compliance with this policy. In addition, any Invesco person who submits a RiskMetrics override recommendation to the Proxy Committee shall certify as to their compliance with this policy concurrently with the submission of their override recommendation. A form of such certification is attached as Appendix A.

In addition, members of the Proxy Committee must notify Invesco’s Chief Compliance Officer, with impunity and without fear of retribution or retaliation, of any direct, indirect or perceived improper influence exerted by any Invesco person or by an affiliated company’s representatives with regard to how Invesco should vote proxies. The Chief Compliance Officer will investigate the allegations and will report his or her findings to the Invesco Risk Management Committee. In the event that it is determined that improper influence was exerted, the Risk Management Committee will determine the appropriate action to take, which actions may include, but are not limited to, (1) notifying the affiliated company’s Chief Executive Officer, its Management Committee or Board of Directors, (2) taking remedial action, if necessary, to correct the result of any improper influence where clients have been harmed, or (3) notifying the appropriate regulatory agencies of the improper influence and cooperating fully with these regulatory agencies as required. In all cases, the Proxy Committee shall not take into consideration the improper influence in determining how to vote proxies and will vote proxies solely in the best economic interests of clients.

C. RECORDKEEPING

Records are maintained in accordance with Invesco’s Recordkeeping Policy.

Proxy Voting Records

The proxy voting statements and records will be maintained by the Proxy Manager on-site (or accessible via an electronic storage site of RiskMetrics) for the first two (2) years. Copies of the proxy voting statements and records will be maintained for an additional five (5) years by Invesco (or will be accessible via an electronic storage site of RiskMetrics). Clients may obtain information about how Invesco voted proxies on their behalf by contacting their client services representative. Alternatively, clients may make a written request for proxy voting information to: Proxy Manager, 1555 Peachtree Street, N.E., Atlanta, Georgia 30309.

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APPENDIX A

ACKNOWLEDGEMENT AND CERTIFICATION

I acknowledge that I have read the Invesco Proxy Voting Policy (a copy of which has been supplied to me, which I will retain for future reference) and agree to comply in all respects with the terms and provisions thereof. I have disclosed or reported all real or potential conflicts of interest to the Invesco Chief Compliance Officer and will continue to do so as matters arise. I have complied with all provisions of this Policy.

	______ Print Name
______ Date	________ Signature

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT COMPANIES.

The following individuals are jointly and primarily responsible for the day-to-day management of the Fund:

| • | William Black, Portfolio Manager, who has been responsible for the Fund since 2009 and
has been associated with Invesco and/or its affiliates since 2010. Mr. Black was
associated with Morgan Stanley Investment Management Inc. in an investment management
capacity (1998 to 2010). |
| --- | --- |
| • | Mark Paris, Portfolio Manager, who has been responsible for the Fund since 2009 and has
been associated with Invesco and/or its affiliates since 2010. Mr. Phillips was
associated with Morgan Stanley Investment Management Inc. in an investment management
capacity (2002 to 2010). |
| • | Jim Phillips, Portfolio Manager, who has been responsible for the Fund since 2009 and
has been associated with Invesco and/or its affiliates since 2010. Mr. Phillips was
associated with Morgan Stanley Investment Management Inc. in an investment management
capacity (1991 to 2010). |
| • | Robert Stryker, Portfolio Manager, who has been responsible for the Fund since 2007 and
has been associated with Invesco and/or its affiliates since 2010. Mr. Stryker was
associated with Morgan Stanley Investment Management Inc. in an investment management
capacity (1994 to 2010). |

Portfolio Manager Fund Holdings and Information on Other Managed Accounts

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Invesco’s portfolio managers develop investment models which are used in connection with the management of certain Invesco Funds as well as other mutual funds for which Invesco or an affiliate acts as sub-adviser, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals. The following chart reflects the portfolio managers’ investments in the Funds that they manage. The chart also reflects information regarding accounts other than the Funds for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) other registered investment companies, (ii) other pooled investment vehicles and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (performance-based fees), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.

The following information is as of June 30, 2010:

		Other Registered Investment		Other Pooled Investment
		Companies Managed (assets		Vehicles Managed (assets in		Other Accounts Managed
	Dollar Range of	in millions)		millions)		(assets in millions)
	Investments in Each	Number of		Number of		Number of
Portfolio Manager	Fund 1	Accounts	Assets	Accounts	Assets	Accounts	Assets
Invesco Municipal Income Opportunities Trust
William Black	None	3	$ 5,989.9	None	None	None	None
Mark Paris	None	12	$ 7,492.5	None	None	None	None
Jim Phillips	None	4	$ 5,989.9	None	None
Robert Stryker	None	33	$ 11,342.2	None	None	None	None

Potential Conflicts of Interest

Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one Fund or other account. More specifically, portfolio managers who manage multiple Funds and/or other accounts may be presented with one or more of the following potential conflicts:

| • | The management of multiple Funds and/or other accounts may result
in a portfolio manager devoting unequal time and attention to the
management of each Fund and/or other account. The Adviser and
each Sub-Adviser seek to manage such competing interests for the
time and attention of portfolio managers by having portfolio
managers focus on a particular investment discipline. Most other
accounts managed by a portfolio manager are managed using the same
investment models that are used in connection with the management
of the Funds. |
| --- | --- |
| • | If a portfolio manager identifies a limited investment opportunity
which may be suitable for more than one Fund or other account, a
Fund may not be able to take full advantage of that opportunity
due to an allocation of filled purchase or sale orders across all
eligible Funds and other accounts. To deal with these situations,
the Adviser, each Sub-Adviser and the Funds have adopted
procedures for allocating portfolio transactions across multiple
accounts. |
| • | The Adviser and each Sub-Adviser determine which broker to use to
execute each order for securities transactions for the Funds,
consistent with its duty to seek best execution of the
transaction. However, for certain other accounts (such as mutual
funds for which Invesco or an affiliate acts as sub-adviser, other
pooled investment vehicles that are not registered mutual funds,
and other accounts managed for organizations and individuals), the
Adviser and each Sub-Adviser may be limited by the client with |

1 This column reflects investments in a Fund’s shares owned directly by a portfolio manager or beneficially owned by a portfolio manager (as determined in accordance with Rule 16a-1(a) (2) under the Securities Exchange Act of 1934, as amended). A portfolio manager is presumed to be a beneficial owner of securities that are held by his or her immediate family members sharing the same household.

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| | respect to the selection of brokers or may be instructed to direct trades through a particular
broker. In these cases, trades for a Fund in a particular security may be placed separately
from, rather than aggregated with, such other accounts. Having separate transactions with
respect to a security may temporarily affect the market price of the security or the execution
of the transaction, or both, to the possible detriment of the Fund or other account(s)
involved. |
| --- | --- |
| • | Finally, the appearance of a conflict of interest may arise where the Adviser or
Sub-Adviser has an incentive, such as a performance-based management fee, which relates to the
management of one Fund or account but not all Funds and accounts for which a portfolio manager
has day-to-day management responsibilities. |

The Adviser, each Sub-Adviser, and the Funds have adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

Description of Compensation Structure

For the Adviser and each affiliated Sub-Adviser

The Adviser and each Sub-Adviser seek to maintain a compensation program that is competitively positioned to attract and retain high-caliber investment professionals. Portfolio managers receive a base salary, an incentive bonus opportunity and an equity compensation opportunity. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine bonuses to promote competitive Fund performance. The Adviser and each Sub-Adviser evaluate competitive market compensation by reviewing compensation survey results conducted by an independent third party of investment industry compensation. Each portfolio manager’s compensation consists of the following three elements:

Base Salary. Each portfolio manager is paid a base salary. In setting the base salary, the Adviser and each Sub-Adviser’s intention is to be competitive in light of the particular portfolio manager’s experience and responsibilities.

Annual Bonus. The portfolio managers are eligible, along with other employees of the Adviser and each Sub-Adviser, to participate in a discretionary year-end bonus pool. The Compensation Committee of Invesco Ltd. reviews and approves the amount of the bonus pool available for the Adviser and each of the Sub-Adviser’s investment centers. The Compensation Committee considers investment performance and financial results in its review. In addition, while having no direct impact on individual bonuses, assets under management are considered when determining the starting bonus funding levels. Each portfolio manager is eligible to receive an annual cash bonus which is based on quantitative (i.e. investment performance) and non-quantitative factors (which may include, but are not limited to, individual performance, risk management and teamwork).

Each portfolio manager’s compensation is linked to the pre-tax investment performance of the Funds/accounts managed by the portfolio manager as described in Table 1 below.

Table 1

Sub-Adviser	Performance time period 2
Invesco 3,4,5	One-, Three- and Five-year performance against Fund peer group.
Invesco Australia
Invesco Deutschland
Invesco Senior Secured	N/A
Invesco Trimark 6	One-year performance against Fund peer group.
	Three- and Five-year performance against
entire universe of Canadian funds.
Invesco Hong Kong 6	One-, Three- and Five-year performance against Fund peer group.
Invesco Asset Management
Invesco Japan 6	One-, Three- and Five-year performance
against the appropriate Micropol benchmark.

2 Rolling time periods based on calendar year-end.

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Invesco Senior Secured’s bonus is based on annual measures of equity return and standard tests of collateralization performance.

High investment performance (against applicable peer group and/or benchmarks) would deliver compensation generally associated with top pay in the industry (determined by reference to the third-party provided compensation survey information) and poor investment performance (versus applicable peer group) would result in low bonus compared to the applicable peer group or no bonus at all. These decisions are reviewed and approved collectively by senior leadership which has responsibility for executing the compensation approach across the organization.

Equity-Based Compensation. Portfolio managers may be granted an award that allows them to select receipt of shares of certain Invesco Funds with a vesting period as well as common shares and/or restricted shares of Invesco Ltd. stock from pools determined from time to time by the Compensation Committee of Invesco Ltd.’s Board of Directors. Awards of equity-based compensation typically vest over time, so as to create incentives to retain key talent.

Portfolio managers also participate in benefit plans and programs available generally to all employees.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

| 3 | Portfolio Managers may be granted a
short-term award that vests on a pro-rata basis over a four year period and
final payments are based on the performance of eligible Funds selected by the
portfolio manager at the time the award is granted. |
| --- | --- |
| 4 | Portfolio Managers for Invesco Global
Real Estate Fund, Invesco Real Estate Fund, Invesco Select Real Estate Income
Fund and Invesco V.I. Global Real Estate Fund base their bonus on new operating
profits of the U.S. Real Estate Division of Invesco. |
| 5 | Portfolio Managers for Invesco Balanced
Fund, Invesco Basic Balanced Fund, Invesco Basic Value Fund, Invesco
Fundamental Value Fund, Invesco Large Cap Basic Value Fund, Invesco Large Cap
Relative Value Fund, Invesco Mid Cap Basic Value Fund, Invesco Mid-Cap Value
Fund, Invesco U.S. Mid Cap Value Fund, Invesco Value Fund, Invesco Value II
Fund, Invesco V.I. Basic Balanced Fund, Invesco V.I. Basic Value Fund, Invesco
V.I. Select Dimensions Balanced Fund, Invesco V.I. Income Builder Fund, Invesco
Van Kampen American Value Fund, Invesco Van Kampen Comstock Fund, Invesco Van
Kampen Equity and Income Fund, Invesco Van Kampen Growth and Income Fund,
Invesco Van Kampen Value Opportunities Fund, Invesco Van Kampen V.I. Comstock
Fund, Invesco Van Kampen V.I. Growth and Income Fund, Invesco Van Kampen V.I.
Equity and Income Fund, Invesco Van Kampen V.I. Mid Cap Value Fund and Invesco
Van Kampen V.I. Value Fund’s compensation is based on the one-, three- and
five-year performance against the Fund’s peer group. Furthermore, for the
portfolio manager(s) formerly managing the predecessor funds to the Funds in
this footnote 5, they also have a ten-year performance measure. |
| 6 | Portfolio Managers for Invesco Pacific
Growth Fund’s compensation is based on the one-, three- and five-year
performance against the appropriate Micropol benchmark. Furthermore, for the
portfolio manager(s) formerly managing the predecessor fund to Invesco Pacific
Growth Fund, they also have a ten-year performance measure. |

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No purchases during this period.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

ITEM 11. CONTROLS AND PROCEDURES.

| (a) | As of June 25, 2010, an evaluation was performed under the supervision and with the
participation of the officers of the Registrant, including the PEO and PFO, to assess 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
June 25, 2010, the Registrant’s disclosure controls and procedures were reasonably designed to
ensure: (1) that information required to be disclosed by the Registrant on Form N-CSR is
recorded, processed, summarized and reported within the time periods specified by the rules
and forms of the Securities and Exchange Commission; and (2) that material information
relating to the Registrant is made known to the PEO and PFO as appropriate to allow timely
decisions regarding required disclosure. |
| --- | --- |
| (b) | There have been no changes in the Registrant’s internal control over financial reporting (as
defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the
period covered by this report that have materially affected, or are reasonably likely to
materially affect, the Registrant’s internal control over financial reporting. |

ITEM 12. EXHIBITS.

12(a)(1)	Code of Ethics.
12(a)(2)	Certifications of principal executive officer and principal financial officer as
required by Rule 30a-2(a) under the Investment Company Act of 1940.
12(a)(3)	Not applicable.
12(b)	Certifications of principal executive officer and principal financial officer as required by
Rule 30a-2(b) under the Investment Company Act of 1940.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant: Invesco Municipal Income Opportunities Trust

By:	/s/ Philip A. Taylor Philip A. Taylor
	Principal Executive Officer
Date:	August 9, 2010

Pursuant to the requirements of the Securities and Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/s/ Philip A. Taylor Philip A. Taylor
	Principal Executive Officer
Date:	August 9, 2010
By:	/s/ Sheri Morris Sheri Morris
	Principal Financial Officer
Date:	August 9, 2010

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EXHIBIT INDEX

12(a) (1)	Not applicable.
12(a) (2)	Certifications of principal executive officer and
Principal financial officer as required by Rule 30a-2(a)
under the Investment Company Act of 1940.
12(a) (3)	Not applicable.
12(b)	Certifications of principal executive officer and
Principal financial officer as required by Rule 30a-2(b)
under the Investment Company Act of 1940.

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