Invesco Municipal Income Opportunities Trust

Regulatory Filings • May 9, 2011

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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)

1555 Peachtree Street, N.E., Atlanta, Georgia 30309

(Address of principal executive offices) (Zip code)

Philip A. Taylor 1555 Peachtree Street, N.E., Atlanta, Georgia 30309

(Name and address of agent for service)

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

Date of fiscal year end: 2/28

Date of reporting period: 2/28/11

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link2 "Item 1. Reports to Stockholders."

Item 1. Reports to Stockholders.

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Annual Report to Shareholders February 28, 2011

Invesco Municipal Income Opportunities Trust

NYSE: OIA

2	Letters to Shareholders
4	Performance Summary
4	Management Discussion
6	Supplemental Information
7	Dividend Reinvestment Plan
8	Schedule of Investments
17	Financial Statements
19	Notes to Financial Statements
24	Financial Highlights
25	Auditor’s Report
26	Tax Information
T-1	Trustees and Officers

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Letters to Shareholders

Philip Taylor

Dear Shareholders:

Enclosed is important information about your Fund and its performance.

I’ve always believed that companies have an obligation to communicate regularly with their clients, and I believe that obligation is especially critical in the investment industry.

Our website – invesco.com/us – offers timely market updates and commentary from many of our portfolio managers and other investment professionals, as well as quarterly messages from me. At invesco.com/us, you also can obtain information about your account at any hour of the day or night. I invite you to visit and explore the tools and information we offer.

Invesco’s commitment to investment excellence

As a strong organization with a single focus – investment management – Invesco today offers investment capabilities to meet the needs of virtually any investor.

Investment excellence is our goal. Let me explain what that means. All of our funds are managed by specialized teams of investment professionals. Each team has a discrete investment perspective and philosophy, and all follow disciplined, repeatable processes governed by strong risk oversight. Our investment-centric culture provides an environment that seeks to reduce distractions, allowing our fund managers to concentrate on what they do best – manage your money.

The importance of investment management expertise is obvious given the markets we’ve experienced over the last two to three years. We’ve seen that investment strategies can outperform or underperform their benchmark indexes for a variety of reasons, including where we are in the market cycle, and whether prevailing economic conditions are favorable or unfavorable for that strategy. That’s why no investment strategy can guarantee top-tier performance at all times. What investors can expect, and what Invesco offers, are funds that are managed according to their stated investment objectives and strategies, with robust risk oversight using consistent, repeatable investment processes that don’t change as short-term external conditions change – investments managed for the long term. This disciplined approach can’t guarantee a profit; no investment can do that, since all involve some measure of risk. But it can ensure that your money is managed the way we said it would be.

This adherence to stated investment objectives and strategies allows your financial advisor to build a diversified portfolio that meets your individual risk tolerance and financial goals. It also means that when your goals change, your financial advisor will be able to find an appropriate investment option to meet your needs.

Invesco’s commitment to you

Invesco’s commitment to you remains stronger than ever. It’s one of the reasons we’ve grown to become one of the world’s largest asset managers.

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

I want to thank you for placing your trust in us. All of us at Invesco look forward to serving your investment management needs for many years to come. Thank you for investing with us.

Sincerely,

Philip Taylor Senior Managing Director, Invesco Ltd.

2 Invesco Municipal Income Opportunities Trust

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Bruce Crockett

Dear Fellow Shareholders:

With 2010 behind us, now is a good time to review our portfolios and ensure that we are adhering to a long-term, diversified investment strategy, which I’ve mentioned in previous letters. The year was notable for a number of reasons, but I’m sure most of us are grateful for a return to more stable markets and growing signs that the worst of the economic crisis is behind us.

Your Board continued to oversee the Invesco Funds with a strong sense of responsibility for your savings and a deep appreciation for your continued trust. As always, we worked throughout 2010 to manage costs and ensure Invesco continued to place investor interests first.

I’m pleased to report that the latest report from Morningstar affirmed the work we’ve done and included a number of positive comments regarding your Board’s oversight of the Invesco Funds.

As background, Morningstar is a leading independent provider of investment research in North America, Europe, Australia and Asia. Morningstar stated, “A fund board’s duty is to represent the interests of fund shareholders, ensuring that the funds that it oversees charge reasonable fees and are run by capable advisors with a sound investment process.”

Morningstar maintained your Fund Board’s “A” grade for Board Quality, praising the Board for taking “meaningful steps in recent years to act in fund shareholders’ interests.” 1 These steps included becoming much more proactive and vocal in overseeing how Invesco votes the funds’ shareholders’ proxies and requiring each fund trustee to invest more than one year’s board compensation in Invesco funds, further aligning our interests with those of our shareholders. Morningstar also cited the work I’ve done to make myself more available to fund shareholders via email.

I am also pleased that Morningstar recognized the effort and the Fund Board’s efforts over the past several years to work together with management at Invesco to enhance performance and sharpen the focus on investors.

Let me close by wishing you a happy and prosperous new year. As always, you’re welcome to contact me at bruce@brucecrockett.com with any questions or concerns you have. We look forward to representing you and serving you in the new year.

Sincerely,

Bruce L. Crockett Independent Chair Invesco Funds Board of Trustees

1 Among the criteria Morningstar considers when evaluating a fund board are the degree to which the board is independent of the fund company; board members’ financial interests are aligned with those of fund shareholders; the board acts in fund shareholders’ interests; and the board works constructively with company management and investment personnel. Morningstar first awarded an “A” rating to the Invesco Funds board on September 13, 2007; that rating has been maintained in subsequent reports, the most recent of which was released December 17, 2010. Ratings are subject to change, usually every 12 to 24 months. Morningstar ratings range from “A” to “F.”

3 Invesco Municipal Income Opportunities Trust

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Management’s Discussion of Trust Performance

Performance summary

Please note that the fiscal year-end for Invesco Municipal Income Opportunities Trust has changed to February 28. Therefore, the period covered by this report is from May 31, 2010, the date of the last annual report, through February 28, 2011, the Trust’s new fiscal year-end.

The Trust’s return can be calculated based on either the market price or the net asset value (NAV) of its shares. NAV per share is determined by dividing the value of the Trust’s portfolio securities, cash and other assets, less all liabilities, by the total number of common shares outstanding. Market price reflects the supply and demand for Trust shares. As a result, the two returns can differ, as they did during the reporting period. A main contributor to the Trust’s return on an NAV basis was its exposure to tobacco and life care bonds.

Performance

Cumulative total returns, 5/31/10 to 2/28/11

Trust at NAV	-0.90
Trust at Market Value	-2.93
Market Price Discount to NAV as of 2/28/11	-6.08

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 Trust 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 Trust is a closed-end management investment company, shares of the Trust 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 Trust cannot predict whether shares will trade at, above or below NAV. The Trust should not be viewed as a vehicle for trading purposes. It is designed primarily for risk-tolerant long-term investors.

 

How we invest

We seek to provide investors with a high level of current income exempt from federal income tax, with liquidity and safety of principal, primarily by investing in a diversified portfolio of investment grade tax-exempt municipal securities.

Invesco Municipal Income Opportunities Trust invests at least 65% of its total assets primarily in municipal bonds that we deem to be of medium-rated quality. These obligations share many of the same characteristics as bonds that Moody’s Investor Services rates 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. We also integrate macroeconomic analysis and forecasting into our evaluation and ranking of various sectors and individual securities. Finally, we employ leverage in an effort to enhance the Trust’s income and total return.

	Sell decisions are based on:
n	A deterioration or likely deterioration of an individual issuer’s capacity to meet its debt
obligations on a timely basis.
n	A deterioration or likely deterioration of the broader fundamentals of a particular industry or
sector.

n Opportunities in the secondary or primary market to exchange into a security with better relative value.

Market conditions and your Trust

In the U.S. and most of the developed world, a gradual and somewhat lackluster recovery continued, with central banks keeping interest rates at low levels and with few of them withdrawing their quantitative easing measures. This helped private sector companies improve their balance sheets and earnings following the global financial crisis that began to dissipate in early 2009. However, investor skepticism of global governments’ abilities to retire huge amounts of debt without affecting economic growth rates caused sovereign debt distress (especially for eurozone countries) and became a focal point of investor concern.

In the U.S., economic recovery was present, although the pace was modest as stubbornly high unemployment and export weakness continued to weigh on the economy. Real gross domestic product (GDP), the broadest measure of overall U.S. economic activity, increased at an annual rate of 3.1% in the fourth quarter of 2010, a marked improvement from the 2.6% decrease in 2009. 1 The U.S. Federal Reserve (the Fed) maintained a very accommodative monetary policy throughout the period, with the federal funds target rate unchanged in a range of zero to 0.25%. 2 The Fed recently described its view of the U.S. economy by stating: “The Committee will maintain the target range for the federal funds rate at 0 to 1 / 4 percent and continues to anticipate that economic conditions, including low rates of resource utilization, subdued inflation trends, and stable inflation expectations, are likely to warrant exceptionally low levels for the federal funds rate for an extended period.” 2

Top Five Fixed Income Holdings

1.	City of Fenton	3.2
2.	Broward County
	Professional Sports Facilities	2.4
3.	City of South Miami
	Health Facilities Authority	2.1
4.	Texas State Department of
	Housing & Community Affairs	2.0
5.	Elk Valley Public Improvement Corp.	1.7

 

Portfolio Composition

By credit sector, based on total investments

Revenue Bonds	88.9
Pre-refunded Bonds	5.4
General Obligation Bonds	3.5
Other	2.2

 

Total Net Assets
Total Number of Holdings	215

 

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

4 Invesco Municipal Income Opportunities Trust

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During the nine-month period covered by this report, municipal bond mutual funds saw inflows early in the period, and experienced extensive net outflows beginning in November and continuing through the end of the reporting period. During the last two months of 2010, market volatility was heightened across the municipal asset class as U.S. Treasury yields increased and the market was flooded with new issuance in anticipation of the Build America Bond (BAB) program ending. These factors contributed to rising investor fears regarding the health of municipal finances, leading to redemptions and lower municipal bond prices.

The Trust’s exposure to the 15- to 20-year part of the yield curve and the long end (20+ years) of the yield curve detracted from returns as yields increased during much of the latter part of the reporting period. Some of our yield curve and duration positioning was obtained through the use of inverse floating rate securities. Inverse floating rate securities are instruments which have an inverse relationship to a referenced interest rate. Inverse floating rate securities can be a more efficient way to manage duration, yield curve exposure and credit exposure and potentially can enhance yield.

Quality spreads tightened during the early part of the reporting period, followed by widening in November, December and January, due to increased volatility and higher tax-exempt issuance, before tightening in February. Our allocation to AA-rated quality sectors detracted from Trust performance as we held limited exposure to this market segment. Our allocation to unrated bonds enhanced Trust performance.

Our allocation to tobacco and life care bonds contributed to returns for the reporting period. Our exposure to hospital bonds detracted from returns for the reporting period.

As stated earlier, the Trust trades at a market price and also has an NAV. The Trust traded at a discount to NAV for most of the reporting period. The exception was the latter half of August and the early half of September, during which the Trust fluctuated between trading at a discount and trading at a premium to NAV.

Thank you for investing in Invesco Municipal Income Opportunities Trust and for sharing our long-term investment horizon.

1 Bureau of Economic Analysis 2 U.S. Federal Reserve

The views and opinions expressed in management’s discussion of Trust 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 Trust. 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 Trust and, if applicable, index disclosures later in this report.

Bill Black Chartered Financial Analyst, portfolio manager, is manager of Invesco Municipal Income Opportunities Trust. Mr. Black joined Invesco in 2010. He was associated with the Trust’s previous investment adviser or its investment advisory affiliates in an investment management capacity from 1998 to 2010 and began managing the Trust in 2009. Mr. Black earned a B.S. in engineering and public policy from the University of Missouri and an M.B.A. from the Kellogg Graduate School of Management at Northwestern University.

Mark Paris Portfolio manager, is manager of Invesco Municipal Income Opportunities Trust. Mr. Paris joined Invesco in 2010. He was associated with the Trust’s previous investment adviser or its investment advisory affiliates in an investment management capacity from 2002 to 2010 and began managing the Trust in 2009. Mr. Paris 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. Mr. Phillips joined Invesco in 2010. He was associated with the Trust’s previous investment adviser or its investment advisory affiliates in an investment management capacity from 1991 to 2010 and began managing the Trust in 2009. Mr. Phillips earned a B.A. in American literature from Empire State College 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. Mr. Stryker joined Invesco in 2010. He was associated with the Trust’s previous investment adviser or its investment advisory affiliates in an investment management capacity from 1994 to 2010 and began managing the Trust in 2007. Mr. Stryker earned a B.S. in finance from the University of Illinois, Chicago.

5 Invesco Municipal Income Opportunities Trust

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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.

| n | Unless otherwise stated, information presented in this report is as of February 28, 2011, and
is based on total net assets. |
| --- | --- |
| n | Unless otherwise noted, all data provided by Invesco. |
| n | To access your Trust’s reports, visit invesco.com/fundreports. |

Principal risks of investing in the Trust

n	The prices of securities held by the Trust may decline in response to market risks.
n	Other risks are described and defined later in this report.

Other information

| n | The Chartered Financial Analyst ® (CFA ® ) designation is globally
recognized and attests to a charterholder’s success in a rigorous and comprehensive study
program in the field of investment management and research analysis. |
| --- | --- |
| n | The returns shown in management’s discussion of Trust performance are based on net asset
values calculated for shareholder transactions. Generally accepted accounting principles
require adjustments to be made to the net assets of the Trust at period end for financial
reporting purposes, and as such, the net asset values for shareholder transactions and the
returns based on those net asset values may differ from the net asset values and returns
reported in the Financial Highlights. |

NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE

NYSE Symbol OIA

6 Invesco Municipal Income Opportunities Trust

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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 Trust. Under the Plan, the money you earn from dividends and capital gains distributions will be reinvested automatically in more shares of your Trust, allowing you to potentially increase your investment over time.

Plan benefits

n	Add to your account
	You may increase the amount of shares in your Trust easily and automatically with the Plan.
n	Low transaction
costs
	Transaction costs are low because the new shares are bought in blocks and the brokerage commission
is shared among all participants.
n	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/us.
n	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 enroll in the Plan by visiting invesco.com/us, calling toll-free 800 341 2929 or notifying us in writing at Invesco Closed-End Funds, Computershare Trust Company, N.A., P.O. Box 43078, Providence, RI 02940-3078. Please include your Trust 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 Distribution payable after the Agent receives your authorization, as long as they receive it before the “record date,” which is generally 10 business days before such Distributions are paid. If your authorization arrives after such record date, your participation in the Plan will begin with the following Distributions.

How the Plan Works

If you choose to participate in the Plan, whenever your Trust declares such Distributions, it will be invested in additional shares of your Trust that are purchased on the open market.

Costs of the Plan

There is no direct charge to you for reinvesting Distributions because the Plan’s fees are paid by your Trust. 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/us 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 Trust 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 Trust 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/us.

7 Invesco Municipal Income Opportunities Trust

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Schedule of Investments

February 28, 2011

Interest	Maturity		Principal — Amount
Rate	Date		(000)	Value
Municipal Obligations–106.02%
Alabama–0.94%
Colbert (County of) Northwest Alabama Health Care Authority;
Series 2003, Health Care Facilities RB	5.75 %	06/01/27	$ 1,000	$ 915,910
Huntsville-Redstone Village (City of) Special Care Facilities
Financing Authority (Redstone Village); Series 2007,
Retirement Facilities RB	5.50 %	01/01/43	370	263,203
				1,179,113
Arizona–2.67%
Pima (County of) Industrial Development Authority (Constellation
Schools); Series 2008, Lease RB	7.00 %	01/01/38	1,225	1,091,573
Pima (County of) Industrial Development Authority (Global Water
Resources LLC); Series 2007, Water &
Wastewater RB (a)	6.55 %	12/01/37	800	692,200
Pima (County of) Industrial Development Authority (Noah Webster
Basic Schools); Series 2004 A, Education RB	6.00 %	12/15/24	500	460,720
Pinal (County of) Electrical District No. 4;
Series 2008, Electrical System RB	6.00 %	12/01/38	660	619,357
Quechan Indian Tribe of Fort Yuma (Indian Reservation
California and Governmental Projects); Series 2008, RB	7.00 %	12/01/27	530	491,750
				3,355,600
California–5.03%
Alhambra (City of) (Atherton Baptist Homes);
Series 2010 A, RB	7.63 %	01/01/40	335	339,606
Bakersfield (City of); Series 2007 A, Wastewater RB
(INS–AGM) (b)(c)	5.00 %	09/15/32	390	384,677
California (County of) Tobacco Securitization Agency (Gold
Country); Series 2006, CAB
RB (d)	0.00 %	06/01/33	1,745	146,074
California (State of) Municipal Finance Authority (High Tech
High); Series 2008 A, Educational Facility
RB (e)	5.88 %	07/01/28	335	297,453
California (State of) Statewide Communities Development
Authority (Aspire Public Schools); Series 2010, School
Facility RB	6.38 %	07/01/45	400	365,440
California (State of) Statewide Communities Development
Authority (California Baptist University);
Series 2007 A, RB	5.50 %	11/01/38	1,000	820,660
California (State of) Statewide Communities Development
Authority (Thomas Jefferson School of Law);
Series 2008 A, RB	7.25 %	10/01/38	200	201,544
Daly (City of) Housing Development Finance Agency (Franciscan
Mobile Home Park Acquisition); Series 2007 C, Ref.
Third Tier RB	6.50 %	12/15/47	985	806,558
Golden State Tobacco Securitization Corp.; Series 2007 A-1, Sr.
Tobacco Settlement Asset-Backed RB	5.13 %	06/01/47	3,000	1,799,850
Riverside (County of) Redevelopment Agency (Mid County
Redevelopment); Series 2010 C, Tax Allocation RB	6.25 %	10/01/40	400	344,620
Sacramento (County of) Community Facilities District No. 05-2 (North Vineyard Station No. 1); Series 2007 A,
Special Tax Bonds	6.00 %	09/01/37	400	304,044
Silicon Valley Tobacco Securitization Authority (Santa Clara);
Series 2007 C, Tobacco Settlement CAB Asset Backed
Bonds (d)	0.00 %	06/01/56	13,000	93,340
Southern California Logistics Airport Authority;
Series 2008 A, Sub. Tax Allocation CAB
RB (d)	0.00 %	12/01/44	7,235	427,154
				6,331,020
Colorado–4.68%
Colorado (State of) Health Facilities Authority (Christian
Living Communities);
Series 2006 A, RB	5.75 %	01/01/37	1,000	823,840
Series 2009 A, RB	9.00 %	01/01/34	500	525,980
Colorado (State of) Housing & Finance Authority;
Series 1998 D-2,
RB (a)	6.35 %	11/01/29	240	250,625
Copperleaf Metropolitan District No. 2; Series 2006,
Limited Tax GO Bonds	5.95 %	12/01/36	1,000	667,250
Denver (City of) Convention Center Hotel Authority;
Series 2006, Ref. Sr. RB
(INS–SGI) (b)	5.00 %	12/01/35	250	197,185
Elk Valley Public Improvement Corp.; Series 2001 A,
RB (f)	7.35 %	09/01/11	2,000	2,090,660
Montrose (County of) Memorial Hospital; Series 2003, RB	6.00 %	12/01/33	400	362,736

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

8 Invesco Municipal Income Opportunities Trust

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Interest	Maturity		Principal — Amount
Rate	Date		(000)	Value
Colorado–(continued)
Northwest Metropolitan District No. 3; Series 2005,
Limited Tax GO Bonds	6.25 %	12/01/35	$ 800	$ 605,176
Regional Transportation District (Denver Transit Partners Eagle P-3); Series 2010, Private Activity RB	6.00 %	01/15/41	400	369,312
				5,892,764
Connecticut–0.76%
Georgetown (City of) Special Taxing District;
Series 2006 A, Unlimited Tax GO
Bonds (e)(g)	5.13 %	10/01/36	1,970	955,549
District of Columbia–0.92%
District of Columbia (Cesar Chavez Charter School);
Series 2011, RB	7.88 %	11/15/40	400	395,760
District of Columbia; Series 2009 B, Ref. Sec. Income
Tax RB (c)	5.00 %	12/01/25	540	578,178
Metropolitan Washington Airports Authority (Caterair
International Corp.); Series 1991, Special Facility
RB (a)	10.13 %	09/01/11	180	178,940
				1,152,878
Florida–15.56%
Alachua (County of) (North Florida Retirement Village, Inc.);
Series 2007, IDR	5.25 %	11/15/17	500	468,185
Series 2007, IDR	5.88 %	11/15/36	800	601,776
Series 2007, IDR	5.88 %	11/15/42	400	292,624
Beacon Lakes Community Development District;
Series 2003 A, Special Assessment Bonds	6.90 %	05/01/35	1,815	1,701,690
Bellalago Educational Facilities Benefit District;
Series 2004 B, Capital Improvement Special Assessment
RB	5.80 %	05/01/34	920	747,491
Brevard (County of) Health Facilities Authority (Buena Vida
Estates, Inc.); Series 2008, Residential Care Facility RB	6.75 %	01/01/37	635	566,718
Broward (County of) (Civic Arena); Series 2006 A, Ref.
Professional Sports Facilities Tax RB
(INS–AGM/AMBAC) (b)(c)	5.00 %	09/01/23	2,960	3,048,948
Escambia (County of) (Pensacola Care Development Centers);
Series 1989, RB	10.25 %	07/01/11	1,015	1,022,054
Series 1989 A, Unlimited GO Bonds	10.25 %	07/01/11	235	236,633
Florida (State of) Development Finance Corp. (Renaissance
Charter School, Inc.); Series 2010 A, Educational
Facilities RB	6.00 %	09/15/40	400	337,732
Lee (County of) Industrial Development Authority (County
Community Charter Schools, LLC); Series 2007 A, RB	5.38 %	06/15/37	1,000	751,920
Lee (County of) Industrial Development Authority (Cypress Cove
Health Park); Series 1997 A, Health Care
Facilities RB	6.38 %	10/01/25	400	310,724
Mid-Bay Bridge Authority; Series 2011 A, Springing
Lien RB	7.25 %	10/01/40	400	399,768
Midtown Miami Community Development District;
Series 2004 A, Special Assessment RB	6.25 %	05/01/37	1,000	891,860
Orange (County of) Health Facilities Authority (Orlando Lutheran
Towers, Inc.);
Series 2005, Ref. Health Care Facility RB	5.70 %	07/01/26	500	434,235
Series 2007, First Mortgage RB	5.50 %	07/01/32	2,000	1,611,560
Orange (County of) Health Facilities Authority (Westminster
Community Care); Series 1999, Health Care Facilities RB	6.75 %	04/01/34	1,000	896,600
Pinellas (County of) Health Facilities Authority (The Oaks of
Clearwater); Series 2004, Health Care Facilities RB	6.25 %	06/01/34	600	600,828
Renaissance Commons Community Development District;
Series 2005 A, Special Assessment RB	5.60 %	05/01/36	935	720,483
South Miami (City of) Health Facilities Authority (Baptist
Health South Florida Obligated Group); Series 2007,
Hospital
RB (c)	5.00 %	08/15/32	2,860	2,623,764
St. Johns (County of) Industrial Development Authority
(Presbyterian Retirement Communities); Series 2010 A,
RB	6.00 %	08/01/45	400	370,552
Tolomato Community Development District;
Series 2007, Special Assessment RB	6.55 %	05/01/27	600	418,716
Series 2007 A, Special Assessment RB	5.25 %	05/01/39	490	308,337
University Square Community Development District;
Series 2007 A-1, Capital
Improvement RB	5.88 %	05/01/38	250	208,378
				19,571,576

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Interest	Maturity		Principal — Amount
Rate	Date		(000)	Value
Georgia–1.31%
Atlanta (City of) (Beltline); Series 2009 B, Tax
Allocation RB	7.38 %	01/01/31	$ 400	$ 394,820
Atlanta (City of) (Eastside); Series 2005 B, Tax
Allocation RB	5.60 %	01/01/30	1,000	927,480
Clayton (County of) Development Authority (Delta Air Lines,
Inc.); Series 2009 B, Special Facilities
RB (a)	9.00 %	06/01/35	300	321,144
				1,643,444
Hawaii–2.23%
Hawaii (State of) Department of Budget & Finance (15
Craigside); Series 2009 A, Special Purpose RB	8.75 %	11/15/29	400	444,580
Hawaii (State of) Department of Budget & Finance
(Kahala Nui); Series 2003 A, Special Purpose RB	8.00 %	11/15/33	1,000	1,047,320
Hawaii (State of); Series 2008 DK, GO
Bonds (c)	5.00 %	05/01/23	1,220	1,313,903
				2,805,803
Idaho–0.60%
Idaho (State of) Health Facilities Authority (Valley Vista Care
Corp.); Series 2007, Ref. RB	6.13 %	11/15/27	915	749,641
Illinois–10.81%
Bolingbrook (Village of) (Forest City); Series 2005,
Special Services Area No. 1 Special Tax Bonds	5.90 %	03/01/27	750	593,798
Bolingbrook (Village of); Series 2005, Sales Tax RB	6.25 %	01/01/24	1,000	655,260
Chicago (City of) (Lake Shore East); Series 2003, Special
Assessment Improvement Bonds	6.75 %	12/01/32	1,999	1,815,292
Cook (County of) Finance Authority (Navistar International
Corp.); Series 2010, Recovery Zone Facility RB	6.50 %	10/15/40	280	283,970
Illinois (State of) Finance Authority (Elmhurst Memorial
Healthcare); Series 2008 A, RB	5.63 %	01/01/37	480	413,299
Illinois (State of) Finance Authority (Friendship Village of
Schaumburg); Series 2010, RB	7.00 %	02/15/38	580	533,507
Illinois (State of) Finance Authority (Kewanee Hospital);
Series 2006, RB	5.00 %	08/15/26	400	328,424
Illinois (State of) Finance Authority (Luther Oaks);
Series 2006 A, RB	6.00 %	08/15/39	1,000	759,780
Illinois (State of) Finance Authority (Montgomery Place);
Series 2006 A, RB	5.75 %	05/15/38	1,650	1,277,743
Illinois (State of) Finance Authority (Park Place of Elmhurst);
Series 2010 A, RB	8.25 %	05/15/45	400	387,108
Illinois (State of) Finance Authority (Smith Crossing);
Series 2003 A, Health Facilities RB	7.00 %	11/15/32	800	713,576
Illinois (State of) Finance Authority (The Admiral at the Lake);
Series 2010 A, RB	7.25 %	05/15/20	400	391,036
Illinois (State of) Finance Authority (The Landing at Plymouth
Place); Series 2005 A, RB	6.00 %	05/15/37	1,000	792,740
Illinois (State of) Metropolitan Pier & Exposition
Authority (McCormick Place Expansion);
Series 2010 A,
RB (c)	5.50 %	06/15/50	390	358,730
Series 2010 B, Ref. CAB RB
(INS–AGM) (b)(d)	0.00 %	06/15/43	4,000	454,280
Illinois (State of) Toll Highway Authority;
Series 2008 B,
RB (c)	5.50 %	01/01/33	1,200	1,206,012
Long Grove (Village of) (Sunset Grove); Series 2010,
Limited Obligation Tax Increment Allocation RB	7.50 %	01/01/30	400	369,708
Pingree Grove (Village of) Special Service Area No. 7
(Cambridge Lakes); Series 2006-1, Special Tax Bonds	6.00 %	03/01/36	992	839,748
United City of Yorkville (City of) (Cannonball/Beecher Road);
Series 2007, Special Tax Bonds	5.75 %	03/01/28	985	861,028
Will-Kankakee Regional Development Authority (Senior Estates
Supportive Living); Series 2007, MFH
RB (a)	7.00 %	12/01/42	650	562,172
				13,597,211
Indiana–1.00%
Crown Point (City of) (Wittenberg Village);
Series 2009 A, Economic Development RB	8.00 %	11/15/39	400	380,184
Indiana (State of) Finance Authority (King’s Daughters
Hospital & Health Services); Series 2010,
Hospital RB	5.50 %	08/15/45	400	316,300
St. Joseph (County of) (Holy Cross Village at Notre Dame);
Series 2006 A, Economic Development RB	6.00 %	05/15/26	285	265,600
Vigo (County of) Hospital Authority (Union Hospital, Inc.);
Series 2007, Hospital
RB (e)	5.80 %	09/01/47	400	292,744
				1,254,828
Iowa–1.92%
Cass (County of) (Cass County Memorial Hospital);
Series 2010 A, Hospital RB	7.25 %	06/01/35	400	401,460
Iowa (State of) Finance Authority (Bethany Life Communities);
Series 2006 A, Ref. Senior Housing RB	5.55 %	11/01/41	1,000	781,740

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Interest	Maturity		Principal — Amount
Rate	Date		(000)	Value
Iowa–(continued)
Iowa (State of) Finance Authority (Madrid Home);
Series 2007, Ref. Health Care Facility RB	5.90 %	11/15/37	$ 750	$ 563,850
Jefferson (County of) Hospital; Series 2007 C, RB	5.95 %	08/01/37	400	337,452
Orange City (City of); Series 2008, Ref. Hospital Capital
Loan RN	5.60 %	09/01/32	400	327,296
				2,411,798
Kansas–0.37%
Olathe (City of) (Catholic Care Campus, Inc.);
Series 2006 A, Senior Living Facility RB	6.00 %	11/15/38	560	463,042
Louisiana–2.04%
Lakeshore Villages Master Community Development District;
Series 2007, Special Assessment
RB (g)	5.25 %	07/01/17	794	417,795
Louisiana (State of) Local Government Environmental
Facilities & Community Development Authority (Westlake
Chemical Corp.); Series 2009 A, RB	6.50 %	08/01/29	400	409,416
Louisiana (State of) Public Facilities Authority (Lake Charles
Memorial Hospital); Series 2007, Ref. Hospital
RB (e)	6.38 %	12/01/34	600	532,020
St. John the Baptist (Parish of) (Marathon Oil Corp.);
Series 2007 A, RB	5.13 %	06/01/37	500	462,325
Tobacco Settlement Financing Corp.; Series 2001 B,
Tobacco Settlement Asset-Backed RB	5.88 %	05/15/39	800	747,352
				2,568,908
Maryland–1.02%
Maryland (State of) Health & Higher Educational
Facilities Authority (King Farm Presbyterian Retirement
Community); Series 2007 A, RB	5.30 %	01/01/37	750	502,920
Maryland (State of) Health & Higher Educational
Facilities Authority (Washington Christian Academy);
Series 2006, RB (g)	5.50 %	07/01/38	800	319,968
Maryland (State of) Industrial Development Financing Authority
(Our Lady of Good Counsel High School Facility);
Series 2005 A, Economic Development RB	6.00 %	05/01/35	500	466,225
				1,289,113
Massachusetts–3.30%
Massachusetts (Commonwealth of); Series 2004 A, Ref.
GO Bonds
(INS–AMBAC) (b)(c)	5.50 %	08/01/30	390	436,086
Massachusetts (State of) Health & Educational
Facilities Authority (Massachusetts Institute of Technology);
Series 2002 K,
RB (c)	5.50 %	07/01/32	390	449,257
Massachusetts (State of) Development Finance Agency (Linden
Ponds Inc.); Series 2007 A, RB	5.75 %	11/15/42	425	229,458
Massachusetts (State of) Development Finance Agency (Loomis
Community); Series 1999 A, First Mortgage RB	5.75 %	07/01/23	1,500	1,422,420
Massachusetts (State of) Development Finance Agency (The Groves
in Lincoln); Series 2009 A, Senior Living
Facilities RB	7.75 %	06/01/39	400	391,632
Massachusetts (State of) Development Finance Agency (The New
England Center For Children, Inc.); Series 1998, RB	5.88 %	11/01/18	1,335	1,228,747
				4,157,600
Michigan–0.71%
Dearborn (City of) Economic Development Corp. (Henry Ford
Village, Inc.); Series 2008, Ref. Limited Obligation RB	7.00 %	11/15/28	500	465,020
Michigan (State of) Strategic Fund (The Dow Chemical Co.);
Series 2003 A-1, Ref.
Limited Obligation
RB (a)(h)(i)	6.75 %	06/02/14	400	428,972
				893,992
Minnesota–2.00%
Brooklyn Park (City of) (Prairie Seeds Academy);
Series 2009 A, Lease RB	9.25 %	03/01/39	450	488,313
Minneapolis (City of) (Fairview Health Services);
Series 2008 A, Health Care System RB	6.75 %	11/15/32	600	646,566
North Oaks (City of) (Presbyterian Homes of North Oaks, Inc.);
Series 2007, Senior Housing RB	6.13 %	10/01/39	750	658,485
St. Paul (City of) Housing & Redevelopment Authority
(Emerald Gardens); Series 2010, Ref. Tax Increment RB	6.25 %	03/01/25	400	377,228
Winstead (City of) (St. Mary’s Care Center);
Series 2010 A, Health Care RB	6.88 %	09/01/42	400	350,544
				2,521,136

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Interest	Maturity		Principal — Amount
Rate	Date		(000)	Value
Mississippi–0.71%
Mississippi (State of) Business Finance Corp. (Chevron U.S.A.
Inc.); Series 2007 E, VRD Gulf Opportunity Zone
IDR (j)	0.19 %	12/01/30	$ 500	$ 500,000
Mississippi (State of) Business Finance Corp. (System Energy
Resources, Inc.); Series 1998, PCR	5.88 %	04/01/22	400	394,092
				894,092
Missouri–6.25%
Branson (City of) Regional Airport Transportation Development
District; Series 2007 B, Airport
RB (a)	6.00 %	07/01/37	500	185,725
Branson Hills Infrastructure Facilities Community Improvement
District; Series 2007 A, Special Assessment RB	5.50 %	04/01/27	750	539,033
Des Peres (City of) (West County Center);
Series 2002 A, Ref. Tax Increment Allocation RB	5.75 %	04/15/20	2,000	1,874,200
Fenton (City of) (Gravois Bluffs); Series 2001, Ref. &
Improvement Tax Increment Allocation
RB (f)	7.00 %	10/01/11	3,850	4,030,449
Kirkwood (City of) Industrial Development Authority (Aberdeen
Heights); Series 2010 A, Retirement Community RB	8.25 %	05/15/39	400	404,796
St. Louis (County of) Industrial Development Authority
(Ranken-Jordan); Series 2007, Ref. Health Facilities RB	5.00 %	11/15/22	250	218,623
St. Louis (County of) Industrial Development Authority (St.
Andrew’s Resources for Seniors); Series 2007 A,
Senior Living Facilities RB	6.38 %	12/01/41	750	610,252
				7,863,078
Nebraska–1.33%
Gage (County of) Hospital Authority No. 1 (Beatrice
Community Hospital and Health Center); Series 2010 B,
Health Care Facilities RB	6.75 %	06/01/35	400	379,436
Nebraska (State of) Educational Finance Authority (Creighton
University); Series 2005 B, Ref. VRD
RB (j)	0.27 %	12/15/12	1,300	1,300,000
				1,679,436
Nevada–1.71%
Director of the State of Nevada Department of
Business & Industry (Las Vegas Monorail);
Series 2000, Second
Tier RB (g)	7.38 %	01/01/40	1,000	2,000
Henderson (City of) (Local Improvement District No. T-18); Series 2006, Special Assessment RB	5.30 %	09/01/35	450	232,146
Las Vegas (City of) Redevelopment Agency;
Series 2009 A, Tax Increment RB	8.00 %	06/15/30	500	555,570
Mesquite (City of) Local Improvement (Anthem at Mesquite);
Series 2007, Local Improvement Bonds	6.00 %	08/01/23	985	825,450
Sparks (City of) (Legends at Sparks Marina); Series 2008,
Limited Obligation Improvement Bonds	6.50 %	09/01/20	560	535,931
				2,151,097
New Hampshire–0.83%
New Hampshire (State of) Business Finance Authority (Huggins
Hospital); Series 2009, First Mortgage RB	6.88 %	10/01/39	400	393,336
New Hampshire (State of) Housing Finance Authority;
Series 1983, RB
(CEP–FHA/VA) (b)(d)	0.00 %	01/01/15	960	646,282
				1,039,618
New Jersey–4.96%
Essex (County of) Improvement Authority (Newark);
Series 2010 A, Lease RB	6.25 %	11/01/30	400	407,660
New Jersey (State of) Economic Development Authority
(Continental Airlines, Inc.); Series 1999, Special Facility
RB (a)	6.25 %	09/15/19	400	386,648
New Jersey (State of) Economic Development Authority (Franciscan
Oaks); Series 1997, First Mortgage RB	5.70 %	10/01/17	1,000	970,060
New Jersey (State of) Economic Development Authority (Lions
Gate); Series 2005 A, First Mortgage RB	5.88 %	01/01/37	730	608,294
New Jersey (State of) Economic Development Authority (Seashore
Gardens Living Center); Series 2006, First Mortgage RB	5.38 %	11/01/36	700	526,757
New Jersey (State of) Economic Development Authority (The
Presbyterian Home at Montgomery); Series 2001 A, First
Mortgage RB	6.38 %	11/01/31	1,000	843,670
New Jersey (State of) Economic Development Authority (United
Methodist Homes of New Jersey Obligated Group);
Series 1998, Ref. Economic Development RB	5.13 %	07/01/25	2,000	1,646,120
New Jersey (State of) Health Care Facilities Financing Authority
(Raritan Bay Medical Center); Series 1994, RB	7.25 %	07/01/27	600	463,236

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Interest	Maturity		Principal — Amount
Rate	Date		(000)	Value
New Jersey–(continued)
New Jersey (State of) Tobacco Settlement Financing Corp.;
Series 2007 1-A, Tobacco
Settlement Asset-Backed RB	4.63 %	06/01/26	$ 215	$ 153,022
Series 2007 1-A, Tobacco
Settlement Asset-Backed RB	5.00 %	06/01/41	380	228,502
				6,233,969
New Mexico–0.30%
New Mexico (State of) Hospital Equipment Loan Council (La Vida
Llena); Series 2010 A, First Mortgage RB	6.13 %	07/01/40	400	373,008
New York–3.46%
Brookhaven (Town of) Industrial Development Agency (The
Woodcrest Estates Facility); Series 1998 A, Sr.
Residential Housing
RB (a)	6.38 %	12/01/37	500	423,060
Brooklyn (City of) Arena Local Development Corp. (Barclays
Center);
Series 2009, CAB
RB (d)	0.00 %	07/15/35	560	106,876
Series 2009, CAB
RB (d)	0.00 %	07/15/46	4,000	320,840
Nassau (County of) Industrial Development Agency (Amsterdam at
Harborside); Series 2007 A, Continuing Care Retirement
Community RB	6.50 %	01/01/27	625	586,775
New York (City of) Industrial Development Agency (7 World Trade
Center, LLC); Series 2005 A, Liberty RB	6.50 %	03/01/35	640	601,984
New York (City of) Industrial Development Agency (Polytechnic
University); Series 2007, Civic Facility RB
(INS–ACA) (b)	5.25 %	11/01/37	500	455,305
New York (City of) Liberty Development Corp. (Bank of America
Tower at One Bryant Park); Series 2010, Ref. Second
Priority Liberty RB	6.38 %	07/15/49	400	400,368
New York (City Of) Liberty Development Corp. (National Sports
Museum); Series 2006 A, Liberty
RB (e)(g)	6.13 %	02/15/19	1,000	10
Seneca (County of) Industrial Development Agency (Seneca
Meadows, Inc.); Series 2005, Solid Waste
Disposal RB (a)(e)(h)(i)	6.63 %	10/01/13	400	398,324
Suffolk (County of) Industrial Development Agency (Medford
Hamlet Assisted Living); Series 2005, Assisted Living
Facility
RB (a)	6.38 %	01/01/39	1,440	1,059,394
				4,352,936
North Carolina–0.24%
North Carolina (State of) Medical Care Commission (Pennybyrn at
Maryfield); Series 2005 A, Health Care
Facilities RB	6.13 %	10/01/35	400	296,852
North Dakota–0.90%
Grand Forks (City of) (4000 Valley Square); Series 2006,
Ref. Senior Housing RB	5.30 %	12/01/34	1,500	1,128,315
Ohio–3.30%
Centerville (City of) (Bethany Lutheran Village Continuing Care
Facility Expansion); Series 2007 A, Health Care RB	6.00 %	11/01/38	600	487,296
Cuyahoga (County of) (Cleveland Clinic); Series 2004 B1,
VRD RB (j)	0.18 %	01/01/39	1,100	1,100,000
Cuyahoga (County of) (Eliza Jennings Senior Care Network);
Series 2007 A, Health Care & Independent
Living Facilities RB	5.75 %	05/15/27	850	735,641
Lorain (County of) Port Authority (U.S. Steel Corp.
Project); Series 2010, Recovery Zone Facility RB	6.75 %	12/01/40	400	397,960
Montgomery (County of) (St. Leonard); Series 2010, Ref.
& Improvement Health Care MFH RB	6.63 %	04/01/40	400	371,644
Ohio (State of) Air Quality Development Authority (FirstEnergy
Generation Corp.); Series 2009 C, Ref. PCR	5.63 %	06/01/18	400	427,164
Toledo-Lucas (County of) Port Authority (Crocker Park Public
Improvement); Series 2003, Special Assessment RB	5.38 %	12/01/35	480	388,800
Tuscarawas (County of) (Twin City Hospital); Series 2007,
Hospital Facilities
RB (g)	6.35 %	11/01/37	450	247,320
				4,155,825

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Interest	Maturity		Principal — Amount
Rate	Date		(000)	Value
Oklahoma–1.01%
Chickasaw Nation (City of); Series 2007, Health System
RB (e)	6.25 %	12/01/32	$ 400	$ 414,612
Citizen Potawatomi Nation; Series 2004 A, Sr.
Obligation Tax RB	6.50 %	09/01/16	500	475,270
Tulsa (County of) Industrial Authority (Montereau, Inc.);
Series 2010 A, Senior Living Community RB	7.25 %	11/01/45	400	381,968
				1,271,850
Pennsylvania–4.99%
Allegheny (County of) Hospital Development Authority (West
Pennsylvania Health System); Series 2007 A, RB	5.38 %	11/15/40	275	177,215
Allegheny (County of) Industrial Development Authority (Propel
Charter-Montour); Series 2010 A, Charter School RB	6.75 %	08/15/35	400	353,828
Bucks (County of) Industrial Development Authority (Ann’s
Choice, Inc. Facility); Series 2005 A, Retirement
Community RB	6.13 %	01/01/25	1,500	1,431,900
Chester (County of) Health & Education Facilities
Authority (Jenner’s Pond, Inc.); Series 2002, Senior
Living
Facility RB (f)	7.63 %	07/01/12	1,000	1,112,400
Harrisburg (City of) Authority (Harrisburg University of
Science); Series 2007 B, University RB	6.00 %	09/01/36	750	631,080
Montgomery (County of) Industrial Development Authority
(Philadelphia Presbytery Homes, Inc.); Series 2010, RB	6.63 %	12/01/30	400	395,392
Pennsylvania (State of) Intergovernmental Cooperation Authority
(City of Philadelphia Funding Program); Series 2009, Ref.
Special Tax
RB (c)	5.00 %	06/15/21	1,230	1,364,611
Washington (County of) Redevelopment Authority (Victory Centre
Tanger Outlet Development); Series 2006 A, Tax
Allocation
RB (h)(i)	5.45 %	07/01/35	995	807,940
				6,274,366
Puerto Rico–0.28%
Puerto Rico (Commonwealth of) Sales Tax Financing Corp.;
Series 2010 A, Sales Tax CAB
RB (d)	0.00 %	08/01/34	1,600	348,768
South Carolina–1.55%
Georgetown (County of) (International Paper Co.);
Series 2000 A, Ref. Environmental Improvement RB	5.95 %	03/15/14	300	325,191
Myrtle Beach (City of) (Myrtle Beach Air Force Base);
Series 2006 A, Tax Increment RB	5.30 %	10/01/35	1,250	751,275
South Carolina (State of) Jobs-Economic Development Authority
(The Woodlands at Furman); Series 2007 A, RB	6.00 %	11/15/37	625	317,125
South Carolina (State of) Jobs-Economic Development Authority
(Wesley Commons); Series 2006, Ref. First Mortgage Health
Facilities RB	5.30 %	10/01/36	750	553,552
				1,947,143
Tennessee–2.06%
Johnson (City of) Health & Educational Facilities
Board (Mountain States Health Alliance);
Series 2006 A, First Mortgage Hospital RB	5.50 %	07/01/31	800	718,656
Shelby (County of) Health Educational & Housing
Facilities Board (The Village at Germantown);
Series 2003 A, Residential Care Facility Mortgage RB	7.25 %	12/01/34	750	679,095
Series 2006, Residential Care Facility Mortgage RB	6.25 %	12/01/34	475	384,788
Shelby (County of) Health Educational & Housing
Facilities Board (Trezevant Manor); Series 2006 A, RB	5.75 %	09/01/37	500	408,205
Trenton (City of) Health & Educational Facilities
Board (RHA/Trenton MR, Inc.); Series 2009, RB	9.25 %	04/01/39	400	403,824
				2,594,568
Texas–9.32%
Alliance Airport Authority Inc. (American Airlines Inc.);
Series 2007, Ref. Special Facilities
RB (a)	5.25 %	12/01/29	400	284,636
Alliance Airport Authority, Inc. (Federal Express Corp.);
Series 2006, Ref. Special Facilities
RB (a)	4.85 %	04/01/21	500	498,165
Austin (City of) Convention Enterprises, Inc.;
Series 2006 B, Ref. Convention Center Hotel Second
Tier RB (e)	5.75 %	01/01/34	600	512,448
Brazoria (County of) Brazos River Harbor Navigation (The Dow
Chemical Co.); Series 2002 A 4, Environmental Facilities
RB (a)(h)(i)	5.95 %	05/15/33	400	394,384
Capital Area Cultural Education Facilities Finance Corp. (The
Roman Catholic Diocese of Austin); Series 2005 B, RB	6.13 %	04/01/45	400	381,076
Clifton Higher Education Finance Corp. (Uplift Education);
Series 2010 A, Education RB	6.25 %	12/01/45	400	340,584
Decatur (City of) Hospital Authority (Wise Regional Health
System); Series 2004 A, Hospital RB	7.13 %	09/01/34	700	661,850

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Interest	Maturity		Principal — Amount
Rate	Date		(000)	Value
Texas–(continued)
HFDC of Central Texas, Inc. (Legacy at Willow Bend);
Series 2006 A, Retirement Facilities RB	5.75 %	11/01/36	$ 400	$ 310,288
HFDC of Central Texas, Inc. (Sears Tyler Methodist Retirement
Corp.); Series 2009 A, RB	7.75 %	11/15/44	400	369,028
Houston (City of) (Continental Airlines, Inc. Terminal E);
Series 2001 E, Airport System Special Facilities
RB (a)	6.75 %	07/01/21	425	419,058
Series 2001 E, Airport System Special Facilities
RB (a)	6.75 %	07/01/29	425	415,867
Lubbock (City of) Health Facilities Development Corp.
(Carillon); Series 2005 A, Ref. First Mortgage RB	6.50 %	07/01/26	1,000	932,870
North Texas Tollway Authority (System 1st Tier);
Series 2008 A, First Tier RB
(INS–BHAC-CR) (b)(c)	5.75 %	01/01/48	1,200	1,212,048
Tarrant (County of) Cultural Education Facilities Finance Corp.
(Mirador); Series 2010 A, Retirement Facilities RB	8.13 %	11/15/39	600	576,636
Tarrant (County of) Cultural Education Facilities Finance Corp.
(Northwest Senior Housing Corp.-Edgemere);
Series 2006 A, Retirement Facilities RB	6.00 %	11/15/36	450	400,028
Texas (State of) Department of Housing & Community
Affairs; Series 2007 B, Single Family Mortgage RB (INS–GNMA/FNMA/FHLMC) (a)(b)(c)	5.15 %	09/01/27	2,507	2,491,833
Texas (State of) Private Activity Bond Surface Transportation
Corp. (North Transit Express Mobility); Series 2009, Sr. Lien RB	6.88 %	12/31/39	400	404,988
Texas (State of) Public Finance Authority Charter School Finance
Corp. (Odyssey Academy, Inc.); Series 2010 A,
Educational RB	7.13 %	02/15/40	400	386,608
Texas (State of) Turnpike Authority; Series 2002, CAB RB
(INS–AMBAC) (b)(d)	0.00 %	08/15/33	1,665	336,946
Travis (County of) Health Facilities Development Corp.
(Westminster Manor); Series 2010, RB	7.00 %	11/01/30	400	393,660
				11,723,001
Utah–1.04%
Emery (County of) (Pacificorp); Series 1996, Environmental
Improvement
RB (a)	6.15 %	09/01/30	1,000	952,700
Utah (State of) Charter School Finance Authority (North Davis
Preparatory Academy); Series 2010, Charter School RB	6.38 %	07/15/40	400	350,036
				1,302,736
Virginia–1.59%
Peninsula Ports Authority (Virginia Baptist Homes);
Series 2006 C, Ref. Residential Care Facilities RB	5.40 %	12/01/33	1,350	859,666
Peninsula Town Center Community Development Authority;
Series 2007, Special Obligation RB	6.45 %	09/01/37	695	620,976
Virginia (State of) Small Business Financing Authority (Hampton
Roads Proton Beam Therapy Institute at Hampton University, LLC);
Series 2009,
RB (e)	9.00 %	07/01/39	500	516,495
				1,997,137
Washington–1.24%
King (County of) Public Hospital District No. 4 (Snoqualime
Valley Hospital); Series 2009, Ref. Improvement Limited Tax
GO Bonds	7.25 %	12/01/38	400	403,192
Seattle (Port of) Industrial Development Corp. (Northwest
Airlines, Inc.); Series 2001, Special Facilities
RB (a)	7.25 %	04/01/30	650	625,943
Washington (State of) Health Care Facilities Authority (Seattle
Cancer Care Alliance); Series 2009, RB	7.38 %	03/01/38	500	536,970
				1,566,105
West Virginia–0.58%
West Virginia (State of) Hospital Finance Authority (Thomas
Health System); Series 2008, Hospital RB	6.50 %	10/01/38	825	730,216
Wisconsin–0.50%
Wisconsin (State of) Health & Educational Facilities
Authority (Prohealth Care, Inc. Obligated Group);
Series 2009, RB	6.38 %	02/15/29	600	631,103
TOTAL
INVESTMENTS (k) –106.02%

(Cost $149,609,773) | | | | 133,350,235 |

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	Value
FLOATING RATE NOTE OBLIGATIONS–(6.86)%
Notes with interest rates ranging from 0.29% to 0.43% at 02/28/11 and
contractual maturities of collateral ranging from 06/15/21 to 06/15/50 (See
Note 1H) (l)	$ (8,625,000	)
OTHER ASSETS LESS LIABILITIES–0.84%	1,051,449
NET ASSETS–100.00%	$ 125,776,684

Investment Abbreviations:

ACA	– ACA Financial Guaranty Corp.
AGM	– Assured Guaranty Municipal Corp.
AMBAC	– American Municipal Bond Assurance Corp. (AMBAC filed
for bankruptcy on November 8, 2010)
BHAC	– Berkshire Hathaway Assurance Corp.
CAB	– Capital Appreciation Bond
CEP	– Credit Enhancement Provider
CR	– Custodial Receipts
FHA	– Federal Housing Administration
FHLMC	– Federal Home Loan Mortgage Corp.
FNMA	– Federal National Mortgage Association
GNMA	– Government National Mortgage Association
GO	– General Obligation
IDR	– Industrial Development Revenue Bonds
INS	– Insurer
MFH	– Multi-Family Housing
PCR	– Pollution Control Revenue Bonds
RB	– Revenue Bonds
Ref	– Refunding
RN	– Revenue Notes
SGI	– Syncora Guarantee, Inc.
Sr.	– Senior
Sub.	– Subordinated
VA	– Department of Veterans Affairs
VRD	– Variable Rate Demand

Notes to Schedule of Investments:

| (a) | Security subject to the alternative
minimum tax. |
| --- | --- |
| (b) | Principal and/or interest payments are secured by the bond insurance company
listed. |
| (c) | Underlying security related to
Dealer Trusts entered into by the Trust. See Note 1H. |
| (d) | Zero coupon bond issued at a
discount. |
| (e) | Security purchased or received in a
transaction exempt from registration under the Securities Act of
1933, as amended. The security may be resold pursuant to an
exemption from registration under the 1933 Act, typically to
qualified institutional buyers. The aggregate value of these
securities at February 28, 2011 was $3,919,655, which
represented 3.12% of the Trust’s net assets. |
| (f) | Advance refunded; secured by an
escrow fund of U.S. Government obligations or other highly
rated collateral. |
| (g) | Defaulted security. Currently, the
issuer is partially or fully in default with respect to interest
payments. The aggregate value of these securities at
February 28, 2011 was $1,942,642, which represented 1.54%
of the Trust’s net assets. |
| (h) | Security has an irrevocable call by
the issuer or mandatory put by the holder. Maturity date
reflects such call or put. |
| (i) | Interest or dividend rate is
redetermined periodically. Rate shown is the rate in effect on
February 28, 2011. |
| (j) | Demand security payable upon demand
by the Trust at specified time intervals no greater than
thirteen months. Interest rate is redetermined periodically.
Rate shown is the rate in effect on February 28, 2011. |
| (k) | Entities may either issue,
guarantee, back or otherwise enhance the credit quality of a
security. The entities are not primarily responsible for the
issuer’s obligation but may be called upon to satisfy
issuers obligations. No concentration of any single entity was
greater than 5%. |
| (l) | Floating rate note obligations
related to securities held. The interest rates shown reflect the
rates in effect at February 28, 2011. At February 28,
2011, the Trust’s investments with a value of $15,468,047
are held by the Dealer Trusts and serve as collateral for the
$8,625,000 in the floating rate note obligations outstanding at
that date. |

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Statement of Assets and Liabilities

February 28, 2011

Assets: — Investments, at value (Cost $149,609,773)	$ 133,350,235
Receivable for:
Investments sold	64,000
Interest	2,469,925
Investment for trustee deferred compensation and retirement plans	1,253
Other assets	2,835
Total assets	135,888,248
Liabilities:
Floating rate note obligations	8,625,000
Payable for:
Investments purchased	394,280
Amount due custodian	960,594
Accrued fees to affiliates	34
Accrued other operating expenses	67,252
Trustee deferred compensation and retirement plans	64,404
Total liabilities	10,111,564
Net assets applicable to shares outstanding	$ 125,776,684
Net assets consist of:
Shares of beneficial interest	$ 167,800,928
Undistributed net investment income	1,183,418
Undistributed net realized gain (loss)	(26,948,124	)
Unrealized appreciation (depreciation)	(16,259,538	)
	$ 125,776,684
Shares outstanding, $0.01 par value per share, with an unlimited
number of shares authorized:
Shares outstanding	19,620,474
Net asset value per share	$ 6.41
Market value per share	$ 6.02

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Statement of Operations

For the period June 1, 2010 to February 28, 2011 and the year ended May 31, 2010

	For the nine — months ended		For the — year ended
	February 28,		May 31,
	2011		2010
Investment income:
Interest	$ 6,917,208		$ 9,681,080
Expenses:
Advisory fees	495,129		629,842
Administrative services fees	37,397		100,774
Custodian fees	4,485		4,832
Interest, facilities and maintenance fees	47,983		64,038
Transfer agent fees	8,649		14,010
Trustees’ and officers’ fees and benefits	12,379		16,161
Reports to shareholders	33,430		34,773
Professional services fees	45,186		64,468
Other	25,190		56,584
Net expenses	709,828		985,482
Net investment income	6,207,380		8,695,598
Net realized gain (loss) from investment securities	(3,283,460	)	(2,415,491	)
Change in net unrealized appreciation (depreciation) of
investment securities	(4,167,641	)	19,377,939
Net realized and unrealized gain (loss)	(7,451,101	)	16,962,448
Net increase (decrease) in net assets resulting from operations	$ (1,243,721	)	$ 25,658,046

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Statement of Changes in Net Assets

For the period June 1, 2010 to February 28, 2011 and the years ended May 31, 2010 and 2009

	For the nine — months ended	year ended		year ended
	February 28,	May 31,		May 31,
	2011	2010		2009
Operations:
Net investment income	$ 6,207,380	$	8,695,598	$	8,830,285
Net realized gain (loss)	(3,283,460	)	(2,415,491	)	(4,298,657	)
Change in net unrealized appreciation (depreciation)	(4,167,641	)	19,377,939		(24,456,017	)
Net increase (decrease) in net assets resulting from operations	(1,243,721	)	25,658,046		(19,924,389	)
Distributions to shareholders from net investment income	(6,180,451	)	(8,240,602	)	(9,086,766	)
Shares repurchased	—		—		(165,626	)
Net increase (decrease) in net assets	(7,424,172	)	17,417,444		(29,176,781	)
Net assets:
Beginning of period	133,200,856		115,783,412		144,960,193
End of period (includes undistributed net investment income of
$1,183,418, $1,113,589 and $662,697, respectively)	$ 125,776,684	$	133,200,856	$	115,783,412

Notes to Financial Statements

February 28, 2011

NOTE 1—Significant Accounting Policies

Invesco Municipal Income Opportunities Trust (the “Trust”), a Massachusetts business trust, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a diversified, closed-end series management investment company. Effective June 1, 2010, the Trust’s name changed from Morgan Stanley Municipal Income Opportunities Trust to Invesco Municipal Income Opportunities Trust.

On February 28, 2011, the Trust’s fiscal year-end changed from May 31 to February 28.

The Trust’s investment objective is to provide a high level of current income exempt from federal income tax.

The following is a summary of the significant accounting policies followed by the Trust in the preparation of its financial statements.

| A. | Security
Valuations — Securities, including
restricted securities, are valued according to the following
policy. |
| --- | --- |
| | Securities are fair valued using an
evaluated quote provided by an independent pricing service
approved by the Board of Trustees. Evaluated quotes provided by
the pricing service may be determined without exclusive reliance
on quoted prices and may reflect appropriate factors such as
institution-size trading in similar groups of securities, yield,
quality, coupon rate, maturity, type of issue, individual
trading characteristics and other market data. Short-term
obligations, including commercial paper, having 60 days or
less to maturity are recorded at amortized cost which
approximates value. Securities with a demand feature exercisable
within one to seven days are valued at par. Debt securities are
subject to interest rate and credit risks. In addition, all debt
securities involve some risk of default with respect to interest
and principal payments. |
| | Securities for which market quotations
either are not readily available or are unreliable are valued at
fair value as determined in good faith by or under the
supervision of the Trust’s officers following procedures
approved by the Board of Trustees. Some of the factors which may
be considered in determining fair value are fundamental
analytical data relating to the investment; the nature and
duration of any restrictions on transferability or disposition;
trading in similar securities by the same issuer or comparable
companies; relevant political, economic or issuer specific news;
and other relevant factors under the circumstances. |
| | Valuations change in response to many
factors including the historical and prospective earnings of the
issuer, the value of the issuer’s assets, general economic
conditions, interest rates, investor perceptions and market
liquidity. Because of the inherent uncertainties of valuation,
the values reflected in the financial statements may materially
differ from the value received upon actual sale of those
investments. |
| B. | Securities
Transactions and Investment Income —
Securities transactions are accounted for on a trade date basis.
Realized gains or losses on sales are computed on the basis of
specific identification of the securities sold. Interest income
is recorded on the accrual basis from settlement date. Dividend
income (net of withholding tax, if any) is recorded on the
ex-dividend date. Bond premiums and discounts are amortized and/or accreted for financial reporting purposes. |
| | The Trust may periodically participate
in litigation related to Trust investments. As such, the Trust
may receive proceeds from litigation settlements. Any proceeds
received are included in the Statement of Operations as realized
gain (loss) for investments no longer held and as unrealized
gain (loss) for investments still held. |
| | Brokerage commissions and mark ups are
considered transaction costs and are recorded as an increase to
the cost basis of securities purchased and/or a
reduction of proceeds on a sale of securities. Such transaction
costs are included in the determination of net realized and
unrealized gain (loss) from investment securities reported in
the Statement of Operations and the Statement of Changes in Net
Assets and the net realized and unrealized gains (losses) |

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| | on securities per share in the Financial Highlights. Transaction
costs are included in the calculation of the Trust’s net
asset value and, accordingly, they reduce the Trust’s total
returns. These transaction costs are not considered operating
expenses and are not reflected in net investment income reported
in the Statement of Operations and Statement of Changes in Net
Assets, or the net investment income per share and ratios of
expenses and net investment income reported in the Financial
Highlights, nor are they limited by any expense limitation
arrangements between the Trust and the investment adviser. |
| --- | --- |
| C. | Country
Determination — For the purposes of making
investment selection decisions and presentation in the Schedule
of Investments, the investment adviser may determine the country
in which an issuer is located and/or credit risk exposure based on various factors. These factors
include the laws of the country under which the issuer is
organized, where the issuer maintains a principal office, the
country in which the issuer derives 50% or more of its total
revenues and the country that has the primary market for the
issuer’s securities, as well as other criteria. Among the
other criteria that may be evaluated for making this
determination are the country in which the issuer maintains 50%
or more of its assets, the type of security, financial
guarantees and enhancements, the nature of the collateral and
the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States
of America, unless otherwise noted. |
| D. | Distributions —
The Trust declares and pays monthly dividends from net
investment income to shareholders. Distributions from net
realized capital gain, if any, are generally paid annually. The
Trust may elect to treat a portion of the proceeds from
redemptions as distributions for federal income tax purposes. |
| E. | Federal Income
Taxes — The Trust intends to comply with
the requirements of Subchapter M of the Internal Revenue
Code necessary to qualify as a regulated investment company and
to distribute substantially all of the Trust’s taxable and
tax-exempt earnings to shareholders. As such, the Trust will not
be subject to federal income taxes on otherwise taxable income
(including net realized capital gain) that is distributed to
shareholders. Therefore, no provision for federal income taxes
is recorded in the financial statements. |
| | In addition, the Trust intends to invest
in such municipal securities to allow it to qualify to pay
shareholders “exempt-interest dividends”, as defined
in the Internal Revenue Code. |
| | The Trust files tax returns in the
U.S. Federal jurisdiction and certain other jurisdictions.
Generally the Trust is subject to examinations by such taxing
authorities for up to three years after the filing of the return
for the tax period. |
| F. | Accounting
Estimates — The preparation of financial
statements in conformity with accounting principles generally
accepted in the United States of America (“GAAP”)
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of
revenues and expenses during the reporting period including
estimates and assumptions related to taxation. Actual results
could differ from those estimates by a significant amount. In
addition, the Trust monitors for material events or transactions
that may occur or become known after the period-end date and
before the date the financial statements are released to print. |
| G. | Indemnifications —
Under the Trust’s organizational documents, each Trustee,
officer, employee or other agent of the Trust is indemnified
against certain liabilities that may arise out of performance of
their duties to the Trust. Additionally, in the normal course of
business, the Trust enters into contracts, including the
Trust’s servicing agreements that contain a variety of
indemnification clauses. The Trust’s maximum exposure under
these arrangements is unknown as this would involve future
claims that may be made against the Trust that have not yet
occurred. The risk of material loss as a result of such
indemnification claims is considered remote. |
| H. | Floating Rate
Note Obligations — The Trust invests in
inverse floating rate securities, such as Residual Interest
Bonds (“RIBs”) or Tender Option Bonds
(“TOBs”) for investment purposes and to enhance the
yield of the Trust. Inverse floating rate investments tend to
underperform the market for fixed rate bonds in a rising
interest rate environment, but tend to outperform the market for
fixed rate bonds when interest rates decline or remain
relatively stable. Such transactions may be purchased in the
secondary market without first owning the underlying bond or by
the sale of fixed rate bonds by the Trust to special purpose
trusts established by a broker dealer (“Dealer
Trusts”) in exchange for cash and residual interests in the
Dealer Trusts’ assets and cash flows, which are in the form
of inverse floating rate securities. The Dealer Trusts finance
the purchases of the fixed rate bonds by issuing floating rate
notes to third parties and allowing the Trust to retain residual
interest in the bonds. The floating rate notes issued by the
Dealer Trusts have interest rates that reset weekly and the
floating rate note holders have the option to tender their notes
to the Dealer Trusts for redemption at par at each reset date.
The residual interests held by the Trust (inverse floating rate
investments) include the right of the Trust (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 Trust,
thereby collapsing the Dealer Trusts. |
| | TOBs are presently classified as private
placement securities. Private placement securities are subject
to restrictions on resale because they have not been registered
under the Securities Act of 1933, as amended 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 Trust or less than what may be considered the fair
value of such securities. |
| | The Trust accounts for the transfer of
bonds to the Dealer Trusts as secured borrowings, with the
securities transferred remaining in the Trust’s investment
assets, and the related floating rate notes reflected as Trust
liabilities under the caption Floating rate note
obligations on the Statement of Assets and Liabilities. The
Trust records the interest income from the fixed rate bonds
under the caption Interest and records the expenses
related to floating rate obligations and any administrative
expenses of the Dealer Trusts as a component of Interest,
facilities and maintenance fees on the Statement of
Operations. |
| | The Trust generally invests in inverse
floating rate securities that include embedded leverage, thus
exposing the Trust to greater risks and increased costs. The
primary risks associated with inverse floating rate securities
are varying degrees of liquidity and the changes in the value of
such securities in response to changes in market rates of
interest to a greater extent than the value of an equal
principal amount of a fixed rate security having similar credit
quality, redemption provisions and maturity which may cause the
Trust’s net asset value to be more volatile than if it had
not invested in inverse floating rate securities. In certain
instances, the short-term floating rate interests created by the
special purpose trust may not be able to be sold to third
parties or, in the case of holders tendering (or putting) such
interests for repayment of principal, may not be able to be
remarketed to third parties. In such cases, the special purpose
trust holding the long-term fixed rate bonds may be collapsed.
In the case of RIBs or TOBs created by the contribution of
long-term fixed |

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| | income bonds by the Trust, the Trust will then be required to
repay the principal amount of the tendered securities. During
times of market volatility, illiquidity or uncertainty, the
Trust could be required to sell other portfolio holdings at a
disadvantageous time to raise cash to meet that obligation. |
| --- | --- |
| I. | Other
Risks — The value of, payment of interest
on, repayment of principal for and the ability to sell a
municipal security may be affected by constitutional amendments,
legislative enactments, executive orders, administrative
regulations, voter initiatives and the economics of the regions
in which the issuers are located. |
| | Since many municipal securities are
issued to finance similar projects, especially those relating to
education, health care, transportation and utilities, conditions
in those sectors can affect the overall municipal securities
market and a Trust’s investments in municipal securities. |
| | There is some risk that a portion or all
of the interest received from certain tax-free municipal
securities could become taxable as a result of determinations by
the Internal Revenue Service. |
| J. | Interest,
Facilities and Maintenance Fees — Interest,
Facilities and Maintenance Fees include interest and related
borrowing costs such as commitment fees and other expenses
associated with lines of credit and interest and administrative
expenses related to establishing and maintaining floating rate
note obligations, in any. |

NOTE 2—Advisory Fees and Other Fees Paid to Affiliates

The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Trust pays an advisory fee to the Adviser based on the annual rate 0.50% of the Trust’s average weekly net assets. Prior to June 1, 2010, the Trust paid an advisory fee to Morgan Stanley Investment Advisors Inc. based on the annual rate above of the Trust’s average weekly net assets.

Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Trust, may pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provides discretionary investment management services to the Trust based on the percentage of assets allocated to such Sub-Adviser(s).

The Adviser has contractually agreed, through at least June 30, 2012, to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual Trust operating expenses after fee waiver and/or reimbursement (excluding certain items discussed below) to 0.73%. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Trust’s total annual operating expense after fee waiver and/or reimbursement to exceed the limit reflected above: (1) interest, facilities and maintenance fees; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items; and (5) expenses that the Trust has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012. The Adviser did not waive fees and/or reimburse expenses during the period under this expense limitation.

The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Trust has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Trust. For the year ended May 31, 2010, the Trust paid an administrative fee to Morgan Stanley Service Company Inc. For the period June 1, 2010 to February 28, 2011 and the year ended May 31, 2010, expenses incurred under these agreements are shown in the Statement of Operations as administrative services fees. Also, Invesco has entered into service agreements whereby State Street Bank and Trust Company (“SSB”) serves as the custodian and fund accountant and provides certain administrative services to the Trust.

Certain officers and trustees of the Trust are officers and directors of Invesco.

NOTE 3—Additional Valuation Information

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

| Level 1 — | Prices are determined using quoted prices in an active market
for identical assets. |
| --- | --- |
| Level 2 — | Prices are determined using other significant observable inputs.
Observable inputs are inputs that other market participants may
use in pricing a security. These may include quoted prices for
similar securities, interest rates, prepayment speeds, credit
risk, yield curves, loss severities, default rates, discount
rates, volatilities and others. |
| Level 3 — | Prices are determined using significant unobservable inputs. In
situations where quoted prices or observable inputs are
unavailable (for example, when there is little or no market
activity for an investment at the end of the period),
unobservable inputs may be used. Unobservable inputs reflect the
Trust’s own assumptions about the factors market
participants would use in determining fair value of the
securities or instruments and would be based on the best
available information. |

The following is a summary of the tiered valuation input levels, as of February 28, 2011. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

During the period June 1, 2010 to February 28, 2011, there were no significant transfers between investment levels.

	Level 1	Level 2	Level 3	Total
Municipal Obligations	$ —	$ 133,350,235	$ —	$ 133,350,235

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NOTE 4—Trustees’ and Officers’ Fees and Benefits

“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Trust to pay remuneration to certain Trustees and Officers of the Trust. Trustees have the option to defer compensation payable by the Trust, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Trust to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Trust may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Trust to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Trust.

During the period June 1, 2010 to February 28, 2011, the Trust paid legal fees of $666 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Independent Trustees. A member of that firm is a Trustee of the Trust.

NOTE 5—Cash Balances and Borrowings

The Trust is permitted to temporarily carry a negative or overdrawn balance in its account with SSB, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Trust may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.

Inverse floating rate obligations resulting from the transfer of bonds to Dealer Trusts are accounted for as secured borrowings. The average floating rate notes outstanding and average annual interest and fees related to inverse floating rate note obligations during the period June 1, 2010 to February 28, 2011 were $8,303,700 and 0.77%, respectively.

NOTE 6—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Period June 1, 2010 to February 28, 2011 and the Years Ended May 31, 2010 and 2009:

| | Nine months
ended | Year ended | Year ended |
| --- | --- | --- | --- |
| | February 28, | May 31, | May 31, |
| | 2011 | 2010 | 2009 |
| Ordinary income | $ — | $ — | $ 109,280 |
| Tax-exempt income | 6,180,451 | 8,240,602 | 8,977,486 |
| Total distributions | $ 6,180,451 | $ 8,240,602 | $ 9,086,766 |

Tax Components of Net Assets at Period-End:

	February 28,
	2011
Undistributed ordinary income	$ 977,696
Net unrealized appreciation (depreciation) —
investments	(15,989,562	)
Temporary book/tax differences	(64,254	)
Post-October deferrals	(1,287,214	)
Capital loss carryforward	(25,660,910	)
Shares of beneficial interest	167,800,928
Total net assets	$ 125,776,684

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Trust’s net unrealized appreciation (depreciation) difference is attributable primarily to book and tax accretion and amortization differences and inverse floater adjustments.

The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Trust’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.

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

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The Trust utilized $0 of capital loss carryforward in the current period to offset net realized capital gain for federal income tax purposes. The Trust has a capital loss carryforward as of February 28, 2011 which expires as follows:

	Capital Loss
Expiration	Carryforward*
February 28, 2013	$ 4,876,449
February 29, 2016	9,386,909
February 28, 2017	4,049,616
February 28, 2018	3,586,578
February 28, 2019	3,761,358
Total capital loss carryforward	$ 25,660,910

• Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.

NOTE 7—Investment Securities

The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Trust during the period June 1, 2010 to February 28, 2011 was $16,325,387 and $17,006,491, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.

| Unrealized
Appreciation (Depreciation) of Investment Securities on a Tax
Basis — Aggregate unrealized appreciation of investment securities | $ 2,766,042 | |
| --- | --- | --- |
| Aggregate unrealized (depreciation) of investment securities | (18,755,604 | ) |
| Net unrealized appreciation (depreciation) of investment
securities | $ (15,989,562 | ) |
| Cost of investments for tax purposes is $149,339,797. | | |

NOTE 8—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of bond accretion and expired capital loss carryforwards, on February 28, 2011, undistributed net investment income (loss) was increased by $42,900, undistributed net realized gain (loss) was increased by $1,813,439 and shares of beneficial interest decreased by $1,856,339. This reclassification had no effect on the net assets of the Trust.

NOTE 9—Share of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

February 28,	May 31,	May 31,
2011	2010	2009
Beginning shares	19,620,474	19,620,474	19,649,675
Shares repurchased	—	—	(29,201	) (a)
Ending shares	19,620,474	19,620,474	19,620,474

(a) The Trustees have voted to retire the share purchased.

The Trustees have approved share repurchases whereby the Trust 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.

NOTE 10—Dividends

The Trust declared the following dividends to shareholders from net investment income subsequent to February 28, 2011:

| Declaration
Date — March 1, 2011 | Amount Per
Share — $ 0.0350 | March 15, 2011 | March 31, 2011 |
| --- | --- | --- | --- |
| April 1, 2011 | $ 0.0350 | April 15, 2011 | April 29, 2011 |

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NOTE 11—Financial Highlights

The following schedule presents financial highlights for one share of the Trust outstanding throughout the periods indicated.

| | Nine months
ended | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | February 28, | Year ended May
31 | | | | | | | | | | |
| | 2011 | 2010 | | 2009 | | 2008 | | 2007 | | 2006 | | |
| Net asset value, beginning of period | $ 6.79 | $ | 5.90 | $ | 7.38 | $ | 8.28 | $ | 8.02 | $ | 8.00 | |
| Net investment
income (a) | 0.32 | | 0.44 | | 0.45 | | 0.46 | | 0.48 | | 0.54 | |
| Net realized and unrealized gains (losses) | (0.38 | ) | 0.87 | | (1.46 | ) | (0.87 | ) | 0.32 | | 0.01 | |
| Total from investment operations | (0.06 | ) | 1.31 | | (1.01 | ) | (0.41 | ) | 0.80 | | 0.55 | |
| Less distributions from net investment income | (0.32 | ) | (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 | $ 6.41 | $ | 6.79 | $ | 5.90 | $ | 7.38 | $ | 8.28 | $ | 8.02 | |
| Market value, end of period | $ 6.02 | $ | 6.51 | $ | 5.67 | $ | 7.87 | $ | 9.68 | $ | 8.76 | |
| Total return at net asset
value (c) | (0.90 | )% | 23.12 | % | | | | | | | | |
| Total return at market
value (d) | (2.93 | )% | 22.83 | % | (22.15 | )% | (13.65 | )% | 16.99 | % | 17.04 | % |
| Net assets, end of period (000’s omitted) | $ 125,777 | $ | 133,201 | $ | 115,783 | $ | 144,960 | $ | 163,002 | $ | 157,928 | |
| Portfolio turnover
rate (e) | 12 | % | 13 | % | 15 | % | 35 | % | 26 | % | 19 | % |
| Ratios/supplemental data based on average net assets: | | | | | | | | | | | | |
| Ratio of expenses | 0.72 | % (f) | 0.78 | % | 0.89 | % (g) | 0.95 | % (g)(i) | 0.80 | % (i) | 0.71 | % |
| Ratio of expenses excluding interest, facilities and maintenance
fees (j) | 0.67 | % (f) | 0.73 | % | 0.73 | % (g) | 0.72 | % (g)(i) | 0.72 | % (i) | 0.71 | % |
| Ratio of net investment income | 6.28 | % (f) | 6.90 | % | 7.25 | % | 5.89 | % | 5.88 | % | 6.78 | % |
| Rebate from Morgan Stanley affiliate | — | % | — | % | 0.00 | % (h) | 0.00 | % (h) | — | % | — | % |

| (a) | Calculated using average shares
outstanding. |
| --- | --- |
| (b) | Includes anti-dilutive effect of
acquiring treasury shares of less than $0.005. |
| (c) | Includes adjustments in accordance
with accounting principles generally accepted in the United
States of America and as such, the net asset value for financial
reporting purpose and the returns based upon those net assets
may differ from the net asset value and returns for shareholders
transactions. Not annualized for period less than one year. |
| (d) | Total return assumes an investment
at the market price at the beginning of the period indicated,
reinvestment of all distributions for the period in accordance
with the Trust’s dividend reinvestment plan, and sale of
all shares at the closing market price at the end of the period
indicated. Total return does not reflect brokerage commissions
and is not annualized for periods less than one year. |
| (e) | Portfolio turnover is not
annualized for periods less than one year, if applicable. |
| (f) | Ratios are annualized and based on
average daily net assets (000’s omitted) of $132,214. |
| (g) | The ratios reflect the rebate of
certain Trust 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”. |
| (h) | Amount is less than 0.005%. |
| (i) | Does not reflect the effect of
expense offset of 0.01%. |
| (j) | For the periods May 31, 2010
and prior, ratio does not exclude facilities and maintenance
fees. |

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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 (hereafter referred to as the “Trust”) at February 28, 2011, and the results of its operations, the changes in its net assets and the financial highlights for the period ended February 28, 2011 and the year ended May 31, 2010, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2011 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 Trust 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

April 21, 2011

Houston, Texas

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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 Trust designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal period ended February 28, 2011:

| Federal and State Income
Tax | |
| --- | --- |
| Qualified Dividend Income | 0% |
| Corporate Dividends Received Deduction | 0% |
| Tax Exempt Interest Dividends* | 99.87% |

• The above percentages are based on ordinary income dividends paid to shareholders during the Trust’s fiscal period.

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Trustees and Officers

The address of each trustee and officer is 1555 Peachtree, N.E., Atlanta, Georgia 30309. Generally, each trustee serves for a three year term or until his or her successor has been duly elected and qualified, and each officer serves for a one year term or until his or her successor has been duly elected and qualified. Column two below includes length of time served with predecessor entities, if any.

			Number of
			Funds in
			Fund Complex
Name, Year of Birth and	Trustee and/	Principal Occupation(s)	Overseen by	Other Directorship(s)
Position(s) Held with the Trust	or Officer Since	During Past 5 Years	Trustee	Held by Trustee
Interested Persons
Martin L. 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 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)	208	None
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, Van Kampen Asset Management; Director, Chief Executive
Officer and President, Van Kampen Investments Inc. and Van Kampen
Exchange Corp.; Director and Chairman, Van Kampen Investor Services
Inc. and Director and President, Van Kampen Advisors, Inc. 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.	208	None
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	226	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)	208	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.	226	Member of the
Heartland Alliance
Advisory Board, a
nonprofit
organization
serving human needs
based in Chicago.
Board member of the
Illinois
Manufacturers’
Association. Member
of the Board of
Visitors, Institute
for the Humanities,
University of
Michigan

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

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Trustees and Officers — (continued)

			Number of
			Funds in
			Fund Complex
Name, Year of Birth and	Trustee and/	Principal Occupation(s)	Overseen by	Other Directorship(s)
Position(s) Held with the Trust	or Officer Since	During Past 5 Years	Trustee	Held by Trustee
Independent Trustees
Bob R. Baker — 1936 Trustee	2010	Retired Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive
Officer, First Columbia Financial Corporation	208	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	208	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	208	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, Vice Chairman of Anixter
International. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household
International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of
Arthur Andersen & Co.	226	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)	208	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	208	Administaff
Carl Frischling — 1937 Trustee	2010	Partner, law firm of Kramer Levin Naftalis and Frankel LLP	208	Director, Reich & Tang Funds (16 portfolios)
Prema Mathai-Davis — 1950 Trustee	2010	Retired Formerly: Chief Executive Officer, YWCA of the U.S.A.	208	None
Larry Soll — 1942 Trustee	2010	Retired Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)	208	None
Hugo F. Sonnenschein — 1940 Trustee	2010	President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service
Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University
of Chicago.	226	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	208	None

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Trustees and Officers — (continued)

			Number of
			Funds in
			Fund Complex
Name, Year of Birth and	Trustee and/	Principal Occupation(s)	Overseen by	Other Directorship(s)
Position(s) Held with the Trust	or Officer Since	During Past 5 Years	Trustee	Held by Trustee
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.; and
Chief Legal Officer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II,
PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior
Vice President, General Counsel and Secretary, Invesco Advisers, Inc.; Director, Vice President and Secretary, Fund
Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim
Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment
adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an
investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a
broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual
Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old
Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an
investment company)	N/A	N/A
Lisa O. Brinkley — 1959 Vice President	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 Formerly: Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance
Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim
Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund
Management Company	N/A	N/A
Sheri Morris — 1964 Vice President, Treasurer and
Principal Financial Officer	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) Formerly: Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private
Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice
President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management,
Inc.	N/A	N/A
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). Formerly: Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of
Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.;
President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management
Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing
Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice
President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series
Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)	N/A	N/A
Lance A. Rejsek — 1967 Anti-Money Laundering
Compliance Officer	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. Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company, Invesco Advisers, Inc., Invesco
Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.	N/A	N/A

T-3

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Trustees and Officers — (continued)

			Number of
			Funds in
			Fund Complex
Name, Year of Birth and	Trustee and/	Principal Occupation(s)	Overseen by	Other Directorship(s)
Position(s) Held with the Trust	or Officer Since	During Past 5 Years	Trustee	Held by Trustee
Other Officers
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, PowerShares Actively Managed Exchange-Traded
Fund Trust, INVESCO Private Capital Investments, Inc. (holding company), and Invesco Private Capital, Inc.
(registered investment adviser); Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim
Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and
Van Kampen Investor Services Inc. Formerly: Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital
Management, Inc.; Chief Compliance Officer, Invesco Global Asset Management (N.A.), Inc. and Invesco Senior
Secured Management, Inc. (registered investment adviser); Vice President, Invesco Aim Capital Management, Inc.
and Fund Management Company	N/A	N/A

Office of the Fund	Investment Adviser	Auditors	Custodian
1555 Peachtree Street, N.E.	Invesco Advisers, Inc.	PricewaterhouseCoopers LLP	State Street Bank and Trust Company
Atlanta, GA 3030911	1555 Peachtree Street, N.E.	1201 Louisiana Street, Suite 2900	225 Franklin
	Atlanta, GA 30309	Houston, TX 77002-5678	Boston, MA 02110-2801
Counsel to the Fund Stradley Ronon Stevens & Young,
LLP	Counsel to the Independent Trustees	Transfer Agent Computershare Trust Company, N.A.
2600 One Commerce Square	Kramer, Levin, Naftalis & Frankel LLP	P.O. Box 43078
Philadelphia, PA 19103	1177 Avenue of the Americas	Providence, RI 02940-3078
	New York, NY 10036-2714

T-4

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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.

Trust holdings and proxy voting information

The Trust 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 Trust’s semiannual and annual reports to shareholders. For the first and third quarters, the Trust files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. Shareholders can also look up the Trust’s Forms N-Q on the SEC website at sec.gov. Copies of the Trust’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 Trust is 811-05597.

A description of the policies and procedures that the Trust uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 341 2929 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.

Information regarding how the Trust voted proxies related to its portfolio securities during the 12 months ended June 30, 2010, is available at invesco.com/proxysearch. In addition, this information is available on the SEC website at sec.gov.

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

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.

Fees Billed by Principal Accountant Related to the Registrant

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

		Percentage of Fees — Billed Applicable to		Percentage of Fees — Billed Applicable to
		Non-Audit Services		Non-Audit Services
	Fees Billed for	Provided for fiscal	Fees Billed for	Provided for fiscal
	Services Rendered to	year end 2/28/2011	Services Rendered to	year end 5/31/2010
	the Registrant for	Pursuant to Waiver of	the Registrant for	Pursuant to Waiver of
	fiscal year end	Pre-Approval	fiscal year end	Pre-Approval
	2/28/2011	Requirement (1)	5/31/2010	Requirement (1)
Audit Fees	$ 22,425	N/A	$ 34,400	N/A
Audit-Related Fees	$ 0	0 %	$ 0	0 %
Tax Fees (2)	$ 2,300	0 %	$ 6,965	0 %
All Other Fees	$ 0	0 %	$ 0	0 %
Total Fees	$ 24,725	0 %	$ 41,365	0 %

PWC billed the Registrant aggregate non-audit fees of $2,300 for the fiscal year ended February 28, 2011. D&T and PWC billed the Registrant aggregate non-audit fees of $6,965 for the fiscal year ended May 31, 2010.

| (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 February 28, 2011 includes fees billed for reviewing tax
returns. Tax fees for the fiscal year end May 31, 2010 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	Percentage of Fees	Rendered to Invesco	Percentage of Fees
	and Invesco Affiliates	Billed Applicable to	and Invesco Affiliates	Billed Applicable to
	for fiscal year end	Non-Audit Services	for fiscal year end	Non-Audit Services
	2/28/2011 That Were	Provided for fiscal	5/31/2010 That Were	Provided for fiscal year
	Required	year end 2/28/2011	Required	end 5/31/2010
	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 February 28, 2011, and $0 for the fiscal year ended May 31, 2010, 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% 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

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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 Dammeyer, 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

January 2010 I.1 — 1

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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.

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.

January 2010 I.1 — 2

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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.

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.

January 2010 I.1 — 3

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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.

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

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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.

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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 |
| • | 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.

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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

I.1 Proxy Policy Appendix A Acknowledgement and Certification

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ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT 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

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 February 28, 2011:

		Other Registered		Other Pooled
		Investment Companies		Investment Vehicles		Other Accounts
	Dollar Range	Managed (assets in		Managed (assets in		Managed
	of	millions)		millions)		(assets in millions)
	Investments	Number		Number		Number
Portfolio	in Each	of		of		of
Manager	Fund 1	Accounts	Assets	Accounts	Assets	Accounts	Assets
Invesco Municipal Income Opportunities Trust
William Black	None	3	$ 5,149.1	None	None	None	None
Mark Paris	None	12	$ 6,730.4	None	None	None	None
Jim Phillips	None	3	$ 5,149.1	None	None	None	None
Robert Stryker	None	33	$ 11,391.6	None	None	None	None

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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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:

| Ø | 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. |
| --- | --- |
| Ø | 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. |
| Ø | 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
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. |
| Ø | 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

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

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.

| 2 | Rolling time periods based on calendar
year-end. |
| --- | --- |
| 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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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.

Not applicable.

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

None.

ITEM 11. CONTROLS AND PROCEDURES.

| (a) | As of March 21, 2011, an evaluation was performed under the supervision and with the
participation of the officers of the Registrant, including the Principal Executive Officer
(“PEO”) and Principal Financial Officer (“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 March 21, 2011,
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 the report that has materially affected, or is 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:
Date: May 9, 2011

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: May 9, 2011
By:	/s/ Sheri Morris Sheri Morris
	Principal Financial Officer
Date: May 9, 2011

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link2 "EXHIBIT INDEX"

EXHIBIT INDEX

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

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