SEC Form N-CSR filed by Invesco Pennsylvania Value Municipal Income Trust
$VPV
Trusts Except Educational Religious and Charitable
Finance
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
811-07398
(Exact name of registrant as specified in charter)
1555 Peachtree Street, N.E.,
Suite 1800 Atlanta,
Georgia 30309
(Address of principal executive offices) (Zip code)
Glenn Brightman 1555
Peachtree Street, N.E.,
Suite 1800 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: 2/29
Date of reporting period: 2/29/2024
| ITEM 1. | REPORTS TO STOCKHOLDERS. |
(a) The Registrant’s annual report transmitted to shareholders pursuant to Rule
30e-1
under the Investment Company Act of 1940 is as follows: 
Annual Report to Shareholders |
February 29, 2024 | |
Invesco Pennsylvania Value Municipal Income Trust
NYSE:
Management’s Discussion of Trust Performance
Performance summary | ||
For the fiscal year ended February 29, 2024, Invesco Pennsylvania Value Municipal Income Trust (the Trust), at net asset value (NAV), underperformed its style-specific benchmark, the S&P Municipal Bond Pennsylvania 5+ Year Investment Grade Index. The Trust’s return can be calculated based on either the market price or the 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 and preferred shares, 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 fiscal year. | ||
Performance |
||
Total returns, 2/28/23 to 2/29/24 |
||
Trust at NAV |
5.97% | |
Trust at Market Value |
5.56 | |
S&P Municipal Bond Index q |
5.50 | |
S&P Municipal Bond Pennsylvania 5+ Year Investment Grade Index q |
6.04 | |
Market Price Discount to NAV as of 2/29/24 |
-13.66 | |
Source(s): q |
||
The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Investment return, NAV and common share market price will fluctuate so that you may have a gain or loss when you sell shares. Please visit invesco.com/us for the most recent month-end performance. Performance figures reflect Trust expenses, the reinvestment of distributions (if any) and changes in 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. | ||
Market conditions and your Trust
Pennsylvania benefits from a highly diversified economy that tends to track the national economy but with less volatility. During periods of US economic contraction, Pennsylvania will often outperform the US in real Gross State Product (GSP), real personal income, and employment. However, during periods of economic expansion, Pennsylvania will often trend behind the rate of growth of the national economy.
1
Historically, Pennsylvania’s population growth rate has lagged that of the country, remaining essentially flat between 2012 and 2022 at 12.9 million.
2
As of December 2023 the Keystone State was ahead of the pack on unemployment with a rate of 2.9% compared to the national level of 4.1%.3
The state’s GSP growth in the first quarter of 2023 was 1.9%, slightly below the national rate of 2.2% in the same period.4
The Commonwealth has shown strong operational performance in the last several years, ending its fiscal year (FY) 2023 with an operating surplus equal to 9% of general fund revenues.
5
As of October 31, 2023, FY ‘24 general fund revenues are tracking in line with original projections.6
The Commonwealth’s reserves are close to record highs and ended FY ‘23 with a general fund balance equal to 19% of the Commonwealth’s own-source
general fund revenues.
5
Additionally, the Commonwealth has strong access to liquidity through the State Treasurer.7
At the close of the Fund’s fiscal year, Penn-sylvania’s general obligation bonds were rated A by Standard & Poor’s (S&P); AA by Fitch Ratings; and Aa3 by Moody’s. S&P and Fitch have stable outlooks. Moody’s revised their outlook to positive from stable in September 2023, citing the state’s better-than-expected revenue performance and increases in reserves.
†
†
During the fiscal year ended February 29, 2024, investment grade municipal bonds returned 5.42%, high yield municipal bonds returned 8.30% and taxable municipal bonds returned 4.78%.
8
At the beginning of the fiscal year, investors were hopeful for the 2023 calendar year, despite ongoing concerns about inflation and interest rates; however, in March, the focus unexpectedly shifted as Silicon Valley Bank collapsed after a bank run, marking the second-largest bank failure in US history. Fears about the health of the global banking system ensued, and demand for perceived safe-haven asset classes increased, driving down Treasury and municipal yields. Although three other bank failures followed, fears of larger systemic instability faded in the following months.
Debt ceiling concerns dominated most of the second quarter of 2023. The US government could have defaulted on its debt obligations, causing economic fallout across the global economy, had congressional action not been taken in early June. After months of negotiations between the White House and congressional leaders, just ahead of the payment deadline, the US Congress passed and President Biden signed into law the Fiscal Responsibility Act, an agreement that suspends the limit on the federal debt ceiling until 2025 in exchange for capping federal spending.
on-and-off
In its efforts to rein in inflation without harming employment or the overall economy, the Federal Reserve Board (the Fed) continued with its most aggressive monetary policy since the 1980s. The Fed raised the federal funds rate in March, May and July, bringing the target rate to 5.50%.
9
However, investor sentiment shifted in early November, as the Fed held interest rates steady and publicly backed away from the rate hike it had signaled for December. Bond yields fell, igniting a rally across the fixed income market, including municipal bonds. The rally continued through November and into December as inflation continued to ease, and US economic growth remained contained. In December, the Fed again left interest rates unchanged and adopted a transitory tone, suggesting to market participants that rate cuts might be coming in 2024.9
New municipal supply continued at a slow pace as issuers, with cash on their balance sheets, have been reluctant to issue at higher interest rates. However, 2024 began with the highest 2024 was also constructive in terms of inflows to municipal funds. Following two years of outsized inflows and outflows, the municipal market began its return to a more normalized trend as we finished the fiscal year.
tax-exempt
supply seen over a January-February period since 2007: $60 billion.8
This skewed the fiscal year’s new issuance total to $388 billion, up 15% from the previous year’s $338 billion.8
Year-to-date
10
As a result of Puerto Rico’s restructuring of $22 billion of general obligation debt in March 2022, marking significant progress towards its long-winded bankruptcy process, the Commonwealth’s weight in the Bloomberg High Yield Municipal Bond Index increased from 13% in February 2019 to 17% in March 2022 as the newly restructured bonds reentered the index.
8
During the fiscal year, the focus turned to the Puerto Rico Electric and Power Authority (PREPA). As of February 29, 2024, bankruptcy negotiations and U.S. District Court proceedings related to PREPA were ongoing. Municipal bonds have a long history of low defaults as many are issued to fund essential services to Americans. This continues to be the case as evidenced by S&P rating changes – during calendar year 2023, S&P’s rating
2 Invesco Pennsylvania Value Municipal Income Trust
activity was positive, with 949 ratings upgraded versus 278 downgraded, translating to more than three upgrades for every downgrade.
11
This positive dynamic, which we believe will continue, likely stems from benefits of the various federal stimulus measures, including the American Rescue Plan Act, the Infrastructure Investment and Jobs Act and the Inflation Reduction Act, as well as higher revenues collected by state and local governments. We believe the valuable benefits of municipal bonds will prevail over current market volatility and economic uncertainty. We continue to rely on our experienced portfolio managers and credit analysts to weather the economic challenges while identifying marketplace opportunities to add long-term value for shareholders.
During the fiscal year, an overweight allocation to life care bonds contributed to returns relative to the style-specific benchmark. An overweight allocation to BBB and bonds also added to relative performance. An overweight exposure to higher coupon bonds (6.00% and above) contributed to relative performance, as well.
BB-rated
†
Underweight allocations to state and local general obligation bonds detracted from relative performance over the fiscal year. Underweight allocations to higher grade bonds (AAA to specifically) detracted from relative performance. An underweight exposure to lower coupon bonds (3.99% and below) also detracted from relative return.
AA-rated
†
One important factor affecting the Trust’s performance relative to its style-specific benchmark was the use of leverage. The Trust uses leverage because we believe that, over time, leveraging can provide opportunities for additional income and total return for common shareholders. However, the use of leverage also can expose common shareholders to additional volatility. For example, if the prices of securities held by a trust decline, the negative effect of these valuation changes on common-share NAV and total return is magnified by the use of leverage. Conversely, leverage may enhance common-share returns during periods when the prices of securities held by a trust generally are rising.
Over the fiscal year, leverage contributed to the Trust’s performance relative to its style-specific benchmark. The Trust achieved a leveraged position through the use of inverse floating rate securities and variable rate muni term preferred (VMTP) shares. Inverse floating rate securities or tender option bonds (TOBs) are instruments that have an inverse relationship to a referenced interest rate. VMTPs are a variable rate form of preferred stock with a mandatory redemption date. Inverse floating rate securities and VMTPs can be an efficient way to manage duration, yield curve exposure and credit exposure, potentially enhancing yield. At the close of the fiscal year, leverage accounted for 36% of the Trust’s total assets and it contributed to returns. For more information about the Trust’s use of leverage, see the Notes to Financial Statements later in this report.
We wish to remind you that the Trust is subject to interest rate risk, meaning when interest rates rise, the value of fixed income securities tends to fall. The degree to which the value of fixed income securities may decline due to rising interest rates may vary depending on the speed and magnitude of the increase in interest rates, as well as individual security characteristics, such as price, maturity, duration and coupon and market forces, such as supply and demand for similar securities. We are monitoring interest rates, and the market, economic and geopolitical factors that may impact the direction, speed and magnitude of changes to interest rates across the maturity spectrum, including the potential impact of monetary policy changes by the Fed and certain foreign central banks. If interest rates rise or fall faster than expected, markets may experience increased volatility, which may affect the value and/or liquidity of certain of the Trust’s investments and/or the market price of the Trust’s common shares.
Thank you for investing in Invesco Pennsylvania Value Municipal Income Trust and for sharing our long-term investment horizon.
| 1 | Source: Commonwealth of Pennsylvania, Governor’s Office of the Budget |
| 2 | Source: US Census Bureau |
| 3 | Source: US Bureau of Labor Statistics |
| 4 | Source: Independent Fiscal Office |
| 5 | Source: Merritt data, Creditscope as of 6/30/23. |
| 6 | Source: Pennsylvania Department of Revenue, as of 3/1/24. |
| 7 | Source: Moody’s, Credit Opinion: Pennsylvania (Commonwealth of) |
| 8 | Source: Bloomberg LP |
| 9 | Source: US Federal Reserve |
| 10 | Source: Lipper Inc. |
| 11 | Source: Standard & Poor’s |
† Standard & Poor’s, Fitch Ratings, Moody’s. A credit rating is an assessment provided by a nationally recognized statistical rating organization (NRSRO) of the creditworthiness of an issuer with respect to debt obligations, including specific securities, money market instruments or other debts. Ratings are measured on a scale that generally ranges from AAA (highest) to D (lowest); ratings are subject to change without notice.
“Non-Rated”
indicates the debtor was not rated and should not be interpreted as indicating low quality. For more information on rating methodology, please visit spglobal.com, fitchratings.com and ratings.moodys.com.
Portfolio manager(s):
Jack Connelly
Josh Cooney
Elizabeth Mossow
Tim O’Reilly
Mark Paris
John Schorle
Julius Williams
The views and opinions expressed in management’s discussion of Trust performance are those of Invesco Advisers, Inc. and its affiliates. 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.
3 Invesco Pennsylvania Value Municipal Income Trust
Your Trust’s Long-Term Performance
Results of a $10,000 Investment
Trust and index data from 2/28/14
1 Source: RIMES Technologies Corp.
Past performance cannot guarantee future results.
Performance shown in the chart does not reflect deduction of taxes a shareholder would pay on Trust distributions or sale of Trust shares.
4 Invesco Pennsylvania Value Municipal Income Trust
Average Annual Total Returns |
||||||||
As of 2/29/24 |
||||||||
NAV |
Market |
|||||||
10 Years |
3.55 | % | 2.68 | % | ||||
5 Years |
1.81 | 0.70 | ||||||
1 Year |
5.97 | 5.56 | ||||||
The performance data quoted represent past performance and cannot guarantee future results; current performance may be lower or higher. Please visit invesco.com/ performance for the most recent
month-end
performance. Performance figures do not reflect deduction of taxes a shareholder would pay on Trust distributions or sale of Trust shares. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
5 Invesco Pennsylvania Value Municipal Income Trust
Supplemental Information
∎ |
Unless otherwise stated, information presented in this report is as of February 29, 2024, and is based on total net assets applicable to common shares. |
∎ |
Unless otherwise noted, all data is provided by Invesco. |
∎ |
To access your Trust’s reports, visit invesco.com/fundreports. |
About indexes used in this report
∎ |
The S&P Municipal Bond Index |
∎ |
The S&P Municipal Bond Pennsylvania 5+ Year Investment Grade Index |
Pennsylvania-issued US municipals with maturities equal to or greater than five years. |
∎ |
The Trust is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Trust may deviate significantly from the performance of the index(es). |
∎ |
A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not. |
Application of Control Share Provisions
Effective August 1, 2022, the Trust became automatically subject to newly enacted control share acquisition provisions within the Delaware Statutory Trust Act (the “Control Share Provisions”). In general, the Control Share Provisions limit the ability of holders of “control beneficial interests” to vote their shares of a fund above various threshold levels that start at 10% unless the other shareholders of such fund vote to reinstate those rights. “Control beneficial interests” are aggregated to include the holdings of related parties and shares acquired before the effective date of the Control Share Provisions. A fund’s board of trustees may exempt acquisitions from the application of the Control Share Provisions.
At a Board meeting held on March
15-17,
2023, the Board approved the exemption of the Trust’s preferred shares from application of the Control Share Provisions. The foregoing is only a summary of certain aspects of the Control Share Provisions. Shareholders should consult their own legal counsel with respect to the application of the Control Share Provisions to their beneficial interests of the Trust and any subsequent acquisitions of beneficial interests.
| NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE |
6 Invesco Pennsylvania Value Municipal Income Trust
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 Invesco
closed-end
Trust (the Trust). Under the Plan, the money you earn from Distributions will be reinvested automatically in more shares of the Trust, allowing you to potentially increase your investment over time. All shareholders in the Trust are automatically enrolled in the Plan when shares are purchased. Plan benefits
∎ |
Add to your account: |
You may increase your shares in your Trust easily and automatically with the Plan.
∎ |
Low transaction costs: |
Shareholders who participate in the Plan may be able to buy shares at below-market prices when the Trust is trading at a premium to its net asset value (NAV). In addition, transaction costs are low because when new shares are issued by the Trust, there is no brokerage fee, and when shares are bought in blocks on the open market, the per share fee is shared among all participants.
∎ |
Convenience: |
You will receive a detailed account statement from Computershare Trust Company, N.A. (the Agent), which administers the Plan. The statement shows your total Distributions, date of investment, shares acquired, and price per share, as well as the total number of shares in your reinvestment account. You can also access your account at
invesco.com/closed-end.
∎ |
Safekeeping: |
The Agent will hold the shares it has acquired for you in safekeeping.
Who can participate in the Plan
If you own shares in your own name, your purchase will automatically enroll you 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
If you haven’t participated in the Plan in the past or chose to opt out, you are still eligible to participate. Enroll by visiting
invesco.com/closed-end,
by calling toll-free 800 341 2929 or by notifying us in writing at Invesco Closed-End
Funds, Computer-share Trust Company, N.A., P.O. Box 43078, Providence, RI 02940-3078. If you are writing to us, please include the 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 the Distribution is paid. If your authorization arrives after such record date, your participation in the Plan will begin with the following Distribution. How the Plan works
If you choose to participate in the Plan, your Distributions will be promptly reinvested for you, automatically increasing your shares. If the Trust is trading at a share price that is equal to its NAV, you’ll pay that amount for your reinvested shares. However, if the Trust is trading above or below NAV, the price is determined by one of two ways:
| 1. | Premium: If the Trust is trading at a premium – a market price that is higher than its NAV – you’ll pay either the NAV or 95 percent of the market price, whichever is greater. When |
the Trust trades at a premium, you may pay less for your reinvested shares than an investor purchasing shares on the stock exchange. Keep in mind, a portion of your price reduction may be taxable because you are receiving shares at less than market price. |
| 2. | Discount: If the Trust is trading at a discount – a market price that is lower than its NAV – you’ll pay the market price for your reinvested shares. |
Costs of the Plan
There is no direct charge to you for reinvesting Distributions because the Plan’s fees are paid by the Trust. If the Trust is trading at or above its NAV, your new shares are issued directly by the Trust and there are no brokerage charges or fees. However, if the Trust is trading at a discount, the shares are purchased on the open market, and you will pay your portion of any per share fees. These per share fees are typically less than the standard brokerage charges for individual transactions because shares are purchased for all participants in blocks, resulting in lower fees for each individual participant. Any service or per share fees are added to 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 US 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, by visiting invesco.com/
closed-end
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 sign 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 whole shares (Investment Plan Book Shares), they will be held by the Agent electronically as Direct Registration Book- Shares (Book-Entry Shares) and fractional shares will be sold at the then-current market price. Proceeds will be sent via check to your address of record after deducting applicable fees, including per share fees such as 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 $2.50 per account and a brokerage charge. |
| 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 share certificate. You should contact your financial adviser to learn more about any restrictions or fees that may apply. |
The Trust and Computershare Trust Company, N.A. may amend or terminate the Plan at any time. Participants will receive at least 30 days written notice before the effective date of any amendment. In the case of termination, Participants will receive at least 30 days written notice before the record date for the payment of any such Distributions by the Trust. In the case of amendment or termination necessary or appropriate to comply with applicable law or the rules and policies of the Securities and Exchange Commission or any other regulatory authority, such written notice will not be required.
To obtain a complete copy of the current Dividend Reinvestment Plan, please call our Client Services department at 800 341 2929 or visit
invesco.com/closed-end.
7 Invesco Pennsylvania Value Municipal Income Trust
Fund Information
Portfolio Composition
By credit sector |
% of total investments | |
Revenue Bonds |
87.04% | |
General Obligation Bonds |
10.70 | |
Pre-Refunded Bonds |
2.26 | |
Top Five Debt Holdings
% of total net assets | ||||
1. |
Allegheny (County of), PA, Series 2016 C-76, GO Bonds |
3.88% | ||
2. |
Pennsylvania (Commonwealth of) Turnpike Commission, Series 2017 A, RB | 3.73 | ||
3. |
Lehigh (County of), PA (Lehigh Valley Health Network), Series 2019, Ref. RB | 3.68 | ||
4. |
Allegheny (County of), PA Hospital Development Authority (Allegheny Health Network Obligated Group Issue), Series 2018 A, RB | 2.89 | ||
5. |
Pennsylvania (Commonwealth of) Higher Educational Facilities Authority (Trustees University of Pennsylvania), Series 2017, RB | 2.89 | ||
The Trust’s holdings are subject to change, and there is no assurance that the Trust will continue to hold any particular security.
Data presented here are as of February 29, 2024.
8 Invesco Pennsylvania Value Municipal Income Trust
Schedule of Investments
February 29, 2024
Interest Rate |
Maturity Date |
Principal Amount (000) |
Value | |||||||||||
Municipal Obligations–155.10% (a) |
||||||||||||||
Pennsylvania–146.20% |
||||||||||||||
Allegheny (County of), PA; |
||||||||||||||
Series 2016 C-76, GO Bonds |
5.00 | % | 11/01/2041 | $ | 10,410 | $ 10,826,757 | ||||||||
Series 2020 C-78, GO Bonds |
4.00 | % | 11/01/2049 | 2,000 | 1,957,720 | |||||||||
Allegheny (County of), PA Airport Authority; Series 2021 A, RB (INS - AGM) (b)(c) |
4.00 | % | 01/01/2056 | 3,000 | 2,764,114 | |||||||||
Allegheny (County of), PA Airport Authority (Pittsburgh Airport); Series 2023 A, RB (INS - AGM) (b)(c) |
5.50 | % | 01/01/2053 | 3,000 | 3,279,124 | |||||||||
Allegheny (County of), PA Hospital Development Authority (Allegheny Health Network Obligated Group Issue); |
||||||||||||||
Series 2018 A, RB (d)(e) |
5.00 | % | 04/01/2047 | 7,885 | 8,067,514 | |||||||||
Series 2018 A, Ref. RB |
5.00 | % | 04/01/2047 | 1,000 | 1,023,147 | |||||||||
Allegheny (County of), PA Hospital Development Authority (University of Pittsburgh Medical Center); |
||||||||||||||
Series 2007 A-1, RB (3 mo. USD LIBOR + 0.82%)(f) |
4.55 | % | 02/01/2037 | 1,160 | 1,108,406 | |||||||||
Series 2019 A, Ref. RB |
4.00 | % | 07/15/2038 | 3,915 | 3,956,587 | |||||||||
Allegheny (County of), PA Sanitary Authority; |
||||||||||||||
Series 2015, Ref. RB |
5.00 | % | 12/01/2045 | 7,880 | 7,989,726 | |||||||||
Series 2018, RB |
4.00 | % | 06/01/2048 | 2,100 | 2,054,962 | |||||||||
Series 2022, RB |
5.75 | % | 06/01/2052 | 1,750 | 1,995,200 | |||||||||
Allentown (City of), PA Neighborhood Improvement Zone Development Authority; |
||||||||||||||
Series 2022, Ref. RB |
5.00 | % | 05/01/2042 | 1,000 | 1,022,690 | |||||||||
Series 2023, RB (g) |
6.25 | % | 05/01/2042 | 1,750 | 1,762,875 | |||||||||
Allentown (City of), PA Neighborhood Improvement Zone Development Authority (City Center); |
||||||||||||||
Series 2018, RB (g) |
5.00 | % | 05/01/2042 | 1,500 | 1,501,444 | |||||||||
Series 2024, RB (g) |
5.00 | % | 05/01/2042 | 2,000 | 2,008,287 | |||||||||
Berks (County of), PA Industrial Development Authority (Highlands at Wyomissing (The)); |
||||||||||||||
Series 2017 A, Ref. RB |
5.00 | % | 05/15/2042 | 500 | 492,332 | |||||||||
Series 2017 A, Ref. RB |
5.00 | % | 05/15/2047 | 600 | 575,311 | |||||||||
Series 2017 C, RB |
5.00 | % | 05/15/2047 | 1,175 | 1,126,650 | |||||||||
Berks (County of), PA Municipal Authority (Reading Hospital Medical Center); Series 2012 A, RB |
5.00 | % | 11/01/2044 | 3,500 | 1,815,223 | |||||||||
Bucks (County of), PA Industrial Development Authority (Pennswood Village); Series 2018, Ref. RB |
5.00 | % | 10/01/2037 | 980 | 994,042 | |||||||||
Chester (County of), PA Health & Education Facilities Authority (Simpson Senior Services); Series 2019, Ref. RB |
5.00 | % | 12/01/2051 | 3,625 | 2,288,133 | |||||||||
Chester (County of), PA Industrial Development Authority (Avon Grove Charter School); Series 2017 A, Ref. RB |
5.00 | % | 12/15/2047 | 1,160 | 1,153,537 | |||||||||
Chester (County of), PA Industrial Development Authority (Collegium Charter School); Series 2017 A, RB |
5.25 | % | 10/15/2047 | 2,555 | 2,372,253 | |||||||||
Chester (County of), PA Industrial Development Authority (Longwood Gardens) (Sustainability Bonds); |
||||||||||||||
Series 2019, RB |
5.00 | % | 12/01/2044 | 2,250 | 2,422,406 | |||||||||
Series 2019, RB |
4.00 | % | 12/01/2049 | 1,650 | 1,614,230 | |||||||||
Chester (County of), PA Industrial Development Authority (University Student Housing, LLC at West Chester University of Pennsylvania); Series 2013, RB |
5.00 | % | 08/01/2045 | 2,425 | 2,299,711 | |||||||||
Clairton (City of), PA Municipal Authority; Series 2012 B, RB |
5.00 | % | 12/01/2037 | 1,920 | 1,920,607 | |||||||||
Coatesville School District; |
||||||||||||||
Series 2020 A, GO Bonds (INS - BAM) (c)(h) |
0.00 | % | 10/01/2034 | 150 | 100,057 | |||||||||
Series 2020 A, GO Bonds (INS - BAM) (c)(h) |
0.00 | % | 10/01/2038 | 1,450 | 783,495 | |||||||||
Series 2020 B, Ref. GO Bonds (INS - BAM) (c)(h) |
0.00 | % | 10/01/2033 | 275 | 191,659 | |||||||||
Series 2020 B, Ref. GO Bonds (INS - BAM) (c)(h) |
0.00 | % | 10/01/2034 | 550 | 366,875 | |||||||||
Series 2020 C, Ref. GO Bonds (INS - BAM) (c)(h) |
0.00 | % | 10/01/2033 | 360 | 250,899 | |||||||||
Commonwealth Financing Authority; |
||||||||||||||
Series 2018, RB (d)(e) |
5.00 | % | 06/01/2031 | 3,500 | 3,763,820 | |||||||||
Series 2018, RB (d)(e) |
5.00 | % | 06/01/2032 | 2,000 | 2,149,144 | |||||||||
Series 2018, RB (d)(e) |
5.00 | % | 06/01/2033 | 2,000 | 2,148,410 | |||||||||
Series 2018, RB (d)(e) |
5.00 | % | 06/01/2035 | 3,045 | 3,259,045 | |||||||||
Cumberland (County of), PA Municipal Authority (Diakon Lutheran); Series 2015, Ref. RB |
5.00 | % | 01/01/2038 | 2,345 | 2,353,301 | |||||||||
Cumberland (County of), PA Municipal Authority (Messiah Village); Series 2018, Ref. RB |
5.00 | % | 07/01/2031 | 1,565 | 1,568,214 | |||||||||
Dauphin (County of), PA General Authority (Pinnacle Health System); Series 2016 A, Ref. RB |
5.00 | % | 06/01/2035 | 1,145 | 1,182,711 | |||||||||
Delaware (County of), PA Authority (Eastern University); Series 2012, RB |
5.25 | % | 10/01/2032 | 310 | 310,079 | |||||||||
Delaware (County of), PA Authority (Villanova University); Series 2015, RB |
5.00 | % | 08/01/2045 | 785 | 793,232 | |||||||||
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
9 Invesco Pennsylvania Value Municipal Income Trust
Interest Rate |
Maturity Date |
Principal Amount (000) |
Value |
|||||||||||||
Pennsylvania–(continued) |
||||||||||||||||
Delaware Valley Regional Finance Authority; Series 2002, RB |
5.75 | % | 07/01/2032 | $ | 3,500 | $ | 4,167,499 | |||||||||
Doylestown Hospital Authority; Series 2019, RB |
4.00 | % | 07/01/2045 | 450 | 366,089 | |||||||||||
DuBois (City of), PA Hospital Authority (Penn Highlands Healthcare); Series 2018, Ref. RB |
5.00 | % | 07/15/2048 | 2,350 | 2,373,897 | |||||||||||
East Hempfield (Township of), PA Industrial Development Authority (Student Services, Inc. Student Housing at Millersville University of Pennsylvania); Series 2014, RB (i)(j) |
5.00 | % | 07/01/2024 | 750 | 753,184 | |||||||||||
East Hempfield (Township of), PA Industrial Development Authority (Willow Valley Communities); |
||||||||||||||||
Series 2016, Ref. RB |
5.00 | % | 12/01/2030 | 790 | 805,719 | |||||||||||
Series 2016, Ref. RB |
5.00 | % | 12/01/2039 | 2,780 | 2,812,939 | |||||||||||
Erie (City of), PA Higher Education Building Authority (AICUP Financing Program); Series 2021, RB |
4.00 | % | 05/01/2041 | 400 | 347,320 | |||||||||||
Franklin (County of), PA Industrial Development Authority (Menno-Haven, Inc.); |
||||||||||||||||
Series 2018, Ref. RB |
5.00 | % | 12/01/2053 | 3,380 | 2,708,578 | |||||||||||
Series 2019, RB |
5.00 | % | 12/01/2049 | 510 | 418,770 | |||||||||||
Franklin Regional School District; Series 2019, GO Bonds |
4.00 | % | 05/01/2046 | 2,000 | 1,980,152 | |||||||||||
Geisinger Authority (Geisinger Health System); Series 2017 A-1, Ref. RB |
4.00 | % | 02/15/2047 | 2,000 | 1,933,411 | |||||||||||
Lancaster (City of), PA Industrial Development Authority (Landis Homes Retirement Community); Series 2021, Ref. RB |
4.00 | % | 07/01/2056 | 1,000 | 730,456 | |||||||||||
Lancaster (City of), PA Industrial Development Authority (Willow Valley Communities); Series 2019, RB |
5.00 | % | 12/01/2049 | 1,545 | 1,557,935 | |||||||||||
Lancaster (County of), PA Hospital Authority (Brethren Village); |
||||||||||||||||
Series 2017, Ref. RB |
5.13 | % | 07/01/2037 | 700 | 665,229 | |||||||||||
Series 2017, Ref. RB |
5.25 | % | 07/01/2041 | 1,500 | 1,421,437 | |||||||||||
Lancaster (County of), PA Hospital Authority (Landis Homes Retirement Community); Series 2015, Ref. RB |
5.00 | % | 07/01/2045 | 3,800 | 3,504,617 | |||||||||||
Lancaster (County of), PA Hospital Authority (Masonic Villages); |
||||||||||||||||
Series 2015, Ref. RB |
5.00 | % | 11/01/2035 | 790 | 797,218 | |||||||||||
Series 2023, Ref. RB |
5.13 | % | 11/01/2038 | 1,000 | 1,055,252 | |||||||||||
Lancaster (County of), PA Hospital Authority (Penn State Health); Series 2021, RB |
5.00 | % | 11/01/2046 | 4,215 | 4,401,753 | |||||||||||
Lancaster School District; Series 2020, GO Bonds (INS - AGM) (c) |
4.00 | % | 06/01/2036 | 1,275 | 1,302,295 | |||||||||||
Latrobe (City of), PA Industrial Development Authority (Seton Hill University); |
||||||||||||||||
Series 2021, Ref. RB |
4.00 | % | 03/01/2046 | 265 | 215,525 | |||||||||||
Series 2021, Ref. RB |
4.00 | % | 03/01/2051 | 265 | 206,044 | |||||||||||
Lehigh (County of), PA (Lehigh Valley Health Network); Series 2019, Ref. RB |
4.00 | % | 07/01/2049 | 10,945 | 10,283,065 | |||||||||||
Lehigh (County of), PA General Purpose Authority; Series 2023, RB |
7.00 | % | 06/01/2053 | 1,250 | 1,316,691 | |||||||||||
Lehigh (County of), PA General Purpose Authority (Lehigh Valley Academy); Series 2022, RB |
4.00 | % | 06/01/2052 | 2,000 | 1,664,656 | |||||||||||
Littlestown Area School District; Series 2023 A, GO Bonds (INS - BAM) (c) |
5.00 | % | 10/01/2050 | 1,000 | 1,075,012 | |||||||||||
Maxatawny (Township of), PA Municipal Authority (Diakon Lutheran Social Ministries); |
||||||||||||||||
Series 2022 A, RB |
5.00 | % | 01/01/2042 | 500 | 495,310 | |||||||||||
Series 2022 A, RB |
4.50 | % | 01/01/2045 | 450 | 408,063 | |||||||||||
Mechanicsburg Area School District; Series 2020 AA, GO Bonds |
4.00 | % | 05/15/2050 | 2,000 | 1,936,269 | |||||||||||
Montgomery (County of), PA; Series 2023, RB (g) |
6.50 | % | 09/01/2043 | 1,700 | 1,744,553 | |||||||||||
Montgomery (County of), PA Higher Education & Health Authority (Holy Redeemer Health System); |
||||||||||||||||
Series 2014 A, Ref. RB |
5.00 | % | 10/01/2027 | 1,460 | 1,450,090 | |||||||||||
Montgomery (County of), PA Higher Education & Health Authority (Philadelphia Presbytery Homes, Inc.); Series 2017, Ref. RB |
5.00 | % | 12/01/2047 | 4,915 | 4,672,184 | |||||||||||
Montgomery (County of), PA Higher Education & Health Authority (Thomas Jefferson University); Series 2022, Ref. RB |
4.00 | % | 05/01/2056 | 5,755 | 5,164,758 | |||||||||||
Montgomery (County of), PA Industrial Development Authority; Series 2023, RB |
5.25 | % | 11/15/2053 | 500 | 519,099 | |||||||||||
Montgomery (County of), PA Industrial Development Authority (ACTS Retirement-Life Communities, Inc.); |
||||||||||||||||
Series 2016, Ref. RB |
5.00 | % | 11/15/2036 | 4,285 | 4,418,735 | |||||||||||
Series 2020 C, RB |
4.00 | % | 11/15/2043 | 200 | 187,016 | |||||||||||
Series 2020 C, RB |
5.00 | % | 11/15/2045 | 380 | 393,300 | |||||||||||
Montgomery (County of), PA Industrial Development Authority (Germantown Academy); |
||||||||||||||||
Series 2021, Ref. RB |
4.00 | % | 10/01/2036 | 1,000 | 943,833 | |||||||||||
Series 2021, Ref. RB |
4.00 | % | 10/01/2046 | 625 | 520,201 | |||||||||||
Montgomery (County of), PA Industrial Development Authority (Haverford School); Series 2019, Ref. RB |
4.00 | % | 03/01/2049 | 1,750 | 1,616,746 | |||||||||||
Montgomery (County of), PA Industrial Development Authority (Meadwood Senior Living); Series 2018 A, Ref. RB |
5.00 | % | 12/01/2048 | 1,270 | 1,207,642 | |||||||||||
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
10 Invesco Pennsylvania Value Municipal Income Trust
Interest Rate |
Maturity Date |
Principal Amount (000) |
Value |
|||||||||||||
Pennsylvania–(continued) |
||||||||||||||||
Montgomery (County of), PA Industrial Development Authority (Waverly Heights Ltd.); Series 2019, Ref. RB |
5.00 | % | 12/01/2049 | $ | 1,000 | $ | 1,014,299 | |||||||||
Northampton (County of), PA General Purpose Authority (St. Luke’s University Health Network); |
||||||||||||||||
Series 2016, Ref. RB |
5.00 | % | 08/15/2036 | 1,170 | 1,206,752 | |||||||||||
Series 2016, Ref. RB |
5.00 | % | 08/15/2046 | 625 | 633,701 | |||||||||||
Series 2018 A, Ref. RB |
4.00 | % | 08/15/2048 | 2,355 | 2,122,556 | |||||||||||
Northampton (County of), PA Industrial Development Authority (Morningstar Senior Living, Inc.); |
||||||||||||||||
Series 2019, Ref. RB |
5.00 | % | 11/01/2039 | 500 | 460,619 | |||||||||||
Series 2019, Ref. RB |
5.00 | % | 11/01/2044 | 950 | 836,231 | |||||||||||
Series 2019, Ref. RB |
5.00 | % | 11/01/2049 | 1,050 | 895,070 | |||||||||||
Northampton Area School District; Series 2024, GO Bonds (INS - BAM) (c) |
4.00 | % | 04/01/2046 | 3,000 | 2,980,812 | |||||||||||
Northeastern Pennsylvania (Commonwealth of) Hospital & Education Authority (Kings College); Series 2019, RB |
5.00 | % | 05/01/2049 | 3,200 | 2,996,077 | |||||||||||
Pennsylvania (Commonwealth of); |
||||||||||||||||
First Series 2020, GO Bonds |
2.13 | % | 05/01/2040 | 2,500 | 1,808,202 | |||||||||||
Second series 2013, GO Bonds (i)(j) |
5.00 | % | 03/19/2024 | 1,500 | 1,500,909 | |||||||||||
Series 2018 A, Ref. COP |
4.00 | % | 07/01/2046 | 1,960 | 1,896,167 | |||||||||||
Series 2022, GO Bonds |
5.00 | % | 10/01/2042 | 1,000 | 1,126,749 | |||||||||||
Pennsylvania (Commonwealth of) (Municipal Real Estate Funding, LLC); Series 2018 A, Ref. COP |
5.00 | % | 07/01/2043 | 3,750 | 3,915,970 | |||||||||||
Pennsylvania (Commonwealth of) Economic Development Financing Authority; Series 2023 A-2, RB |
4.00 | % | 05/15/2053 | 1,750 | 1,638,416 | |||||||||||
Pennsylvania (Commonwealth of) Economic Development Financing Authority (Capital Region Parking System); Series 2013, RB |
6.00 | % | 07/01/2053 | 3,280 | 3,280,537 | |||||||||||
Pennsylvania (Commonwealth of) Economic Development Financing Authority (Covanta Holding Corp.) (Green Bonds); Series 2019 A, RB (b)(g) |
3.25 | % | 08/01/2039 | 2,600 | 1,928,307 | |||||||||||
Pennsylvania (Commonwealth of) Economic Development Financing Authority (National Gypson Co.); Series 2014, Ref. RB (b) |
5.50 | % | 11/01/2044 | 2,365 | 2,373,456 | |||||||||||
Pennsylvania (Commonwealth of) Economic Development Financing Authority (PA Bridges Finco L.P.); Series 2015, RB (b) |
5.00 | % | 12/31/2034 | 2,760 | 2,816,485 | |||||||||||
Pennsylvania (Commonwealth of) Economic Development Financing Authority (Penndot Major Bridges); Series 2022, RB (b) |
5.25 | % | 06/30/2053 | 1,400 | 1,496,730 | |||||||||||
Pennsylvania (Commonwealth of) Economic Development Financing Authority (Pennsylvania Rapid Bridge Replacement); |
||||||||||||||||
Series 2015, RB (b) |
5.00 | % | 12/31/2038 | 2,640 | 2,669,273 | |||||||||||
Series 2015, RB (b) |
5.00 | % | 06/30/2042 | 1,750 | 1,757,428 | |||||||||||
Pennsylvania (Commonwealth of) Economic Development Financing Authority (Philadelphia Biosolids Facilities); Series 2020, Ref. RB |
4.00 | % | 01/01/2032 | 400 | 399,851 | |||||||||||
Pennsylvania (Commonwealth of) Economic Development Financing Authority (Presbyterian Senior Living); |
||||||||||||||||
Series 2021, Ref. RB |
4.00 | % | 07/01/2041 | 350 | 323,907 | |||||||||||
Series 2021, Ref. RB |
4.00 | % | 07/01/2046 | 1,000 | 886,062 | |||||||||||
Series 2023, RB |
5.25 | % | 07/01/2049 | 710 | 731,665 | |||||||||||
Pennsylvania (Commonwealth of) Economic Development Financing Authority (UPMC); Series 2022 A, Ref. RB |
4.00 | % | 02/15/2052 | 500 | 471,891 | |||||||||||
Pennsylvania (Commonwealth of) Higher Education Assistance Agency; |
||||||||||||||||
Series 2021 A, RB (b) |
2.63 | % | 06/01/2042 | 960 | 835,530 | |||||||||||
Series 2023 A, RB (b) |
4.00 | % | 06/01/2044 | 2,845 | 2,794,156 | |||||||||||
Series 2023 B, RB (b) |
5.00 | % | 06/01/2050 | 500 | 501,012 | |||||||||||
Pennsylvania (Commonwealth of) Higher Educational Facilities Authority (Drexel University); |
||||||||||||||||
Series 2016, Ref. RB |
5.00 | % | 05/01/2035 | 3,590 | 3,674,872 | |||||||||||
Series 2020 A, Ref. RB (INS - AGM) (c) |
4.00 | % | 05/01/2050 | 1,750 | 1,616,529 | |||||||||||
Pennsylvania (Commonwealth of) Higher Educational Facilities Authority (La Salle University); Series 2012, RB |
5.00 | % | 05/01/2042 | 3,320 | 2,481,662 | |||||||||||
Pennsylvania (Commonwealth of) Higher Educational Facilities Authority (Thomas Jefferson University); Series 2015, Ref. RB |
5.25 | % | 09/01/2050 | 3,155 | 3,178,048 | |||||||||||
Pennsylvania (Commonwealth of) Higher Educational Facilities Authority (Trustees University of Pennsylvania); Series 2017, RB (e) |
5.00 | % | 08/15/2046 | 7,800 | 8,064,498 | |||||||||||
Pennsylvania (Commonwealth of) Higher Educational Facilities Authority (University of Pennsylvania Health System); |
||||||||||||||||
Series 2017 A, RB |
5.00 | % | 08/15/2042 | 3,925 | 4,039,209 | |||||||||||
Series 2019, RB |
4.00 | % | 08/15/2044 | 5,810 | 5,679,726 | |||||||||||
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
11 Invesco Pennsylvania Value Municipal Income Trust
Interest Rate |
Maturity Date |
Principal Amount (000) |
Value |
|||||||||||||
Pennsylvania–(continued) |
||||||||||||||||
Pennsylvania (Commonwealth of) Housing Finance Agency; |
||||||||||||||||
Series 2019-131 A, RB |
3.10 | % | 10/01/2044 | $ | 2,500 | $ | 2,116,142 | |||||||||
Series 2023 143-A, RB |
5.30 | % | 04/01/2044 | 4,000 | 4,249,355 | |||||||||||
Pennsylvania (Commonwealth of) Housing Finance Agency (Social bonds); Series 2023 141-A, RB |
5.75 | % | 10/01/2053 | 992 | 1,053,775 | |||||||||||
Pennsylvania (Commonwealth of) Public School Building Authority (Delaware County Community college); |
||||||||||||||||
Series 2023, RB (INS - BAM) (c) |
4.00 | % | 10/01/2042 | 1,000 | 961,723 | |||||||||||
Series 2023, RB (INS - BAM) (c) |
5.25 | % | 10/01/2044 | 1,100 | 1,177,399 | |||||||||||
Series 2023, RB (INS - BAM) (c) |
4.13 | % | 10/01/2048 | 1,000 | 934,034 | |||||||||||
Pennsylvania (Commonwealth of) Public School Building Authority (Harrisburg School); Series 2016 A, Ref. RB (INS - AGM) (c) |
5.00 | % | 12/01/2030 | 3,235 | 3,392,836 | |||||||||||
Pennsylvania (Commonwealth of) Turnpike Commission; |
||||||||||||||||
First series 2023, Ref. RB |
5.00 | % | 12/01/2043 | 1,000 | 1,099,541 | |||||||||||
Second Series 2017, Ref. RB |
5.00 | % | 12/01/2038 | 2,710 | 2,853,001 | |||||||||||
Second Series 2017, Ref. RB |
5.00 | % | 12/01/2041 | 700 | 740,831 | |||||||||||
Series 2009 C, RB (INS - AGM) (c) |
6.25 | % | 06/01/2033 | 5,840 | 6,276,153 | |||||||||||
Series 2009 E, RB |
6.38 | % | 12/01/2038 | 720 | 795,361 | |||||||||||
Series 2014 A-3, RB(h) |
0.00 | % | 12/01/2041 | 3,000 | 1,379,753 | |||||||||||
Series 2014, Ref. RB (i) |
5.00 | % | 12/01/2034 | 1,500 | 1,514,132 | |||||||||||
Series 2017 A, RB (d)(e) |
5.50 | % | 12/01/2042 | 10,000 | 10,408,910 | |||||||||||
Series 2017 B-1, RB |
5.25 | % | 06/01/2047 | 5,370 | 5,562,161 | |||||||||||
Series 2018 A-2, RB |
5.00 | % | 12/01/2043 | 1,965 | 2,078,845 | |||||||||||
Series 2019 A, RB (INS - AGM) (c) |
4.00 | % | 12/01/2049 | 1,305 | 1,293,049 | |||||||||||
Series 2019 A, RB |
5.00 | % | 12/01/2049 | 5,000 | 5,278,265 | |||||||||||
Series 2021 A, Ref. RB |
4.00 | % | 12/01/2051 | 4,500 | 4,392,767 | |||||||||||
Series 2021 A, Ref. RB |
4.00 | % | 12/01/2051 | 6,000 | 5,886,151 | |||||||||||
Series 2022 B, Ref. RB |
5.25 | % | 12/01/2052 | 2,000 | 2,209,345 | |||||||||||
Series 2023, Ref. RB (SIFMA Municipal Swap Index + 0.85%) (f)(j) |
3.30 | % | 07/15/2026 | 2,000 | 1,998,591 | |||||||||||
Pennsylvania State University (The); Series 2016 A, RB |
5.00 | % | 09/01/2041 | 3,245 | 3,351,904 | |||||||||||
Philadelphia (City of), PA; |
||||||||||||||||
Series 2017 15, Ref. RB |
5.00 | % | 08/01/2047 | 1,100 | 1,129,940 | |||||||||||
Series 2017 A, RB (d)(e) |
5.25 | % | 10/01/2052 | 7,405 | 7,744,223 | |||||||||||
Series 2017 A, Ref. GO Bonds |
5.00 | % | 08/01/2036 | 2,550 | 2,684,758 | |||||||||||
Series 2017 B, Ref. RB (b) |
5.00 | % | 07/01/2042 | 4,000 | 4,070,576 | |||||||||||
Series 2017 B, Ref. RB (b) |
5.00 | % | 07/01/2047 | 3,000 | 3,039,193 | |||||||||||
Series 2017, Ref. GO Bonds |
5.00 | % | 08/01/2041 | 3,250 | 3,407,467 | |||||||||||
Series 2019 A, Ref. GO Bonds |
5.00 | % | 08/01/2031 | 100 | 112,906 | |||||||||||
Series 2019 B, GO Bonds |
5.00 | % | 02/01/2037 | 1,000 | 1,082,787 | |||||||||||
Series 2020 A, RB |
5.00 | % | 11/01/2050 | 4,750 | 5,073,118 | |||||||||||
Series 2020 C, Ref. RB (b) |
4.00 | % | 07/01/2034 | 1,300 | 1,319,014 | |||||||||||
Series 2020 C, Ref. RB (b) |
4.00 | % | 07/01/2050 | 2,000 | 1,856,214 | |||||||||||
Series 2021, Ref. RB (INS - AGM) (b)(c) |
4.00 | % | 07/01/2039 | 1,000 | 999,640 | |||||||||||
Sixteenth Series 2020 A, RB (INS - AGM) (c) |
4.00 | % | 08/01/2045 | 2,000 | 2,014,615 | |||||||||||
Sixteenth Series 2020 A, RB (INS - AGM) (c) |
5.00 | % | 08/01/2050 | 2,500 | 2,669,683 | |||||||||||
Philadelphia (City of), PA Authority for Industrial Development; Series 2017, Ref. RB (g) |
5.00 | % | 03/15/2045 | 1,850 | 1,552,852 | |||||||||||
Philadelphia (City of), PA Authority for Industrial Development (Children’s Hospital of Philadelphia); Series 2014 A, RB (e)(i)(j) |
5.00 | % | 07/01/2042 | 6,000 | 6,032,310 | |||||||||||
Philadelphia (City of), PA Authority for Industrial Development (Cultural and Commercials Corridors); Series 2016, Ref. RB |
5.00 | % | 12/01/2031 | 3,160 | 3,242,122 | |||||||||||
Philadelphia (City of), PA Authority for Industrial Development (First Philadelphia Preparatory Charter School); Series 2014 A, RB |
7.00 | % | 06/15/2033 | 2,930 | 2,956,219 | |||||||||||
Philadelphia (City of), PA Authority for Industrial Development (Independence Charter School - West); Series 2019, RB |
5.00 | % | 06/15/2050 | 1,025 | 911,073 | |||||||||||
Philadelphia (City of), PA Authority for Industrial Development (Kipp Philadelphia Charter School); Series 2016 B, RB |
5.00 | % | 04/01/2046 | 2,360 | 2,170,543 | |||||||||||
Philadelphia (City of), PA Authority for Industrial Development (La Salle University); Series 2017, Ref. RB |
5.00 | % | 05/01/2026 | 1,850 | 1,762,620 | |||||||||||
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
12 Invesco Pennsylvania Value Municipal Income Trust
Interest Rate |
Maturity Date |
Principal Amount (000) |
Value | |||||||||||
Pennsylvania–(continued) |
||||||||||||||
Philadelphia (City of), PA Authority for Industrial Development (MaST Community Charter School II); |
||||||||||||||
Series 2020, RB |
5.00 | % | 08/01/2030 | $ | 365 | $ 373,780 | ||||||||
Series 2020, RB |
5.00 | % | 08/01/2040 | 620 | 622,035 | |||||||||
Series 2020, RB |
5.00 | % | 08/01/2050 | 1,400 | 1,345,050 | |||||||||
Philadelphia (City of), PA Authority for Industrial Development (MaST I Charter School); Series 2016 A, Ref. RB |
5.25 | % | 08/01/2046 | 1,500 | 1,507,332 | |||||||||
Philadelphia (City of), PA Authority for Industrial Development (St. Joseph’s University); Series 2022, RB |
5.25 | % | 11/01/2052 | 2,000 | 2,126,097 | |||||||||
Philadelphia (City of), PA Authority for Industrial Development (Temple University); First Series 2015, Ref. RB |
5.00 | % | 04/01/2045 | 1,970 | 1,984,566 | |||||||||
Philadelphia (City of), PA Authority for Industrial Development (Thomas Jefferson University); Series 2017 A, Ref. RB |
5.00 | % | 09/01/2047 | 980 | 996,110 | |||||||||
Philadelphia (City of), PA Authority for Industrial Development (University Square Apartments); Series 2017, RB |
5.00 | % | 12/01/2058 | 2,000 | 2,002,136 | |||||||||
Philadelphia (City of), PA Authority for Industrial Development (Wesley Enhanced Living Obligated Group); |
||||||||||||||
Series 2017, Ref. RB |
5.00 | % | 07/01/2042 | 1,525 | 1,293,249 | |||||||||
Series 2017, Ref. RB |
5.00 | % | 07/01/2049 | 3,500 | 2,849,835 | |||||||||
Philadelphia (City of), PA Hospitals & Higher Education Facilities Authority (Temple University Health System); |
||||||||||||||
Series 2017, Ref. RB |
5.00 | % | 07/01/2032 | 1,980 | 2,036,035 | |||||||||
Series 2017, Ref. RB |
5.00 | % | 07/01/2034 | 1,000 | 1,026,481 | |||||||||
Philadelphia (City of), PA Parking Authority; Series 1999 A, RB (INS - AMBAC) (c) |
5.25 | % | 02/15/2029 | 1,645 | 1,647,458 | |||||||||
Philadelphia School District (The); |
||||||||||||||
Series 2007 A, Ref. GO Bonds (INS - NATL) (c) |
5.00 | % | 06/01/2025 | 1,965 | 2,002,109 | |||||||||
Series 2019 A, GO Bonds |
5.00 | % | 09/01/2044 | 2,450 | 2,588,737 | |||||||||
Pittsburgh (City of), PA Water & Sewer Authority; |
||||||||||||||
Series 2019 B, Ref. RB (INS - AGM) (c) |
4.00 | % | 09/01/2034 | 1,600 | 1,659,225 | |||||||||
Series 2020 B, RB (INS - AGM) (c) |
4.00 | % | 09/01/2050 | 3,540 | 3,456,187 | |||||||||
Series 2023 A, RB (INS - AGM) (c) |
4.25 | % | 09/01/2053 | 450 | 448,869 | |||||||||
Southcentral Pennsylvania General Authority (WellSpan Health Obligated Group); Series 2019 A, Ref. RB |
5.00 | % | 06/01/2049 | 2,750 | 2,844,746 | |||||||||
Southeastern Pennsylvania Transportation Authority; Series 2022, RB |
5.25 | % | 06/01/2052 | 2,000 | 2,199,505 | |||||||||
Washington (County of), PA Redevelopment Authority; Series 2018, Ref. RB |
5.00 | % | 07/01/2035 | 1,000 | 1,006,382 | |||||||||
Washington (County of), PA Redevelopment Authority (Victory Centre); Series 2018, Ref. RB |
5.00 | % | 07/01/2028 | 750 | 752,736 | |||||||||
West Cornwall Township Municipal Authority (Pleasant View Retirement Community); Series 2018 C, Ref. RB |
5.00 | % | 12/15/2048 | 3,670 | 3,295,090 | |||||||||
| 408,089,482 | ||||||||||||||
Puerto Rico–6.95% |
||||||||||||||
Children’s Trust Fund; |
||||||||||||||
Series 2002, RB |
5.63 | % | 05/15/2043 | 1,265 | 1,279,748 | |||||||||
Series 2005 A, RB (h) |
0.00 | % | 05/15/2050 | 17,475 | 3,287,467 | |||||||||
Series 2005 B, RB (h) |
0.00 | % | 05/15/2055 | 7,700 | 834,931 | |||||||||
Series 2008 A, RB (h) |
0.00 | % | 05/15/2057 | 9,170 | 756,526 | |||||||||
Series 2008 B, RB (h) |
0.00 | % | 05/15/2057 | 28,400 | 1,840,456 | |||||||||
Puerto Rico (Commonwealth of); Series 2021 A, GO Bonds (h) |
0.00 | % | 07/01/2033 | 12,000 | 7,734,511 | |||||||||
Puerto Rico (Commonwealth of) Aqueduct & Sewer Authority; Series 2022 A, Ref. RB (g) |
5.00 | % | 07/01/2033 | 1,000 | 1,049,333 | |||||||||
Puerto Rico (Commonwealth of) Electric Power Authority; Series 2007 VV, Ref. RB (INS - NATL) (c) |
5.25 | % | 07/01/2030 | 2,660 | 2,628,849 | |||||||||
| 19,411,821 | ||||||||||||||
Virgin Islands–1.13% |
||||||||||||||
Virgin Islands (Government of) Port Authority; Series 2014 B, Ref. RB |
5.00 | % | 09/01/2044 | 970 | 883,825 | |||||||||
Virgin Islands (Government of) Public Finance Authority (Garvee); Series 2015, RB (g) |
5.00 | % | 09/01/2030 | 2,230 | 2,259,286 | |||||||||
| 3,143,111 | ||||||||||||||
Guam–0.82% |
||||||||||||||
Guam (Territory of) (Section 30); Series 2016 A, Ref. RB |
5.00 | % | 12/01/2046 | 1,250 | 1,229,920 | |||||||||
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
13 Invesco Pennsylvania Value Municipal Income Trust
Interest Rate |
Maturity Date |
Principal Amount (000) |
Value |
|||||||||||||
Guam–(continued) |
||||||||||||||||
Guam (Territory of) Waterworks Authority; Series 2014 A, Ref. RB |
5.00 | % | 07/01/2029 | $ | 1,055 | $ | 1,060,237 | |||||||||
| 2,290,157 | ||||||||||||||||
TOTAL INVESTMENTS IN SECURITIES (k) -155.10% (Cost $444,660,325) |
432,934,571 | |||||||||||||||
FLOATING RATE NOTE OBLIGATIONS-(11.86)% |
||||||||||||||||
Notes with interest and fee rates ranging from 3.82% to 3.86% at 02/29/2024 and contractual maturities of collateral ranging from 06/01/2031 to 10/01/2052 (See Note 1J) (l) |
(33,110,000 | ) | ||||||||||||||
VARIABLE RATE MUNI TERM PREFERRED SHARES-(44.34)% |
(123,769,824 | ) | ||||||||||||||
OTHER ASSETS LESS LIABILITIES-1.10% |
3,069,891 | |||||||||||||||
NET ASSETS APPLICABLE TO COMMON SHARES-100.00% |
$ | 279,124,638 | ||||||||||||||
Investment Abbreviations:
| AGM | - Assured Guaranty Municipal Corp. | |
| AGM | - Assured Guaranty Municipal Corp. | |
| AMBAC | - American Municipal Bond Assurance Corp. | |
| BAM | - Build America Mutual Assurance Co. | |
| COP | - Certificates of Participation | |
| GO | - General Obligation | |
| INS | - Insurer | |
| LIBOR | - London Interbank Offered Rate | |
| NATL | - National Public Finance Guarantee Corp. | |
| RB | - Revenue Bonds | |
| Ref. | - Refunding | |
| SIFMA | - Securities Industry and Financial Markets Association | |
| USD | - U.S. Dollar |
Notes to Schedule of Investments:
(a) |
Calculated as a percentage of net assets. Amounts in excess of 100% are due to the Trust’s use of leverage. |
(b) |
Security subject to the alternative minimum tax. |
(c) |
Principal and/or interest payments are secured by the bond insurance company listed. |
(d) |
Security is subject to a reimbursement agreement which may require the Trust to pay amounts to a counterparty in the event of a significant decline in the market value of the security underlying the TOB Trusts. In case of a shortfall, the maximum potential amount of payments the Trust could ultimately be required to make under the agreement is $23,895,000. However, such shortfall payment would be reduced by the proceeds from the sale of the security underlying the TOB Trusts. |
(e) |
Underlying security related to TOB Trusts entered into by the Trust. See Note 1J. |
(f) |
Interest or dividend rate is redetermined periodically. Rate shown is the rate in effect on February 29, 2024. |
(g) |
Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”). The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at February 29, 2024 was $13,806,937, which represented 4.95% of the Trust’s Net Assets. |
(h) |
Zero coupon bond issued at a discount. |
(i) |
Advance refunded; secured by an escrow fund of U.S. Government obligations or other highly rated collateral. |
(j) |
Security has an irrevocable call by the issuer or mandatory put by the holder. Maturity date reflects such call or put. |
(k) |
This table provides a listing of those entities that have either issued, guaranteed, backed or otherwise enhanced the credit quality of more than 5% of the securities held in the portfolio. In instances where the entity has guaranteed, backed or otherwise enhanced the credit quality of a security, it is not primarily responsible for the issuer’s obligations but may be called upon to satisfy the issuer’s obligations. |
Entity |
Percent |
|||
Assured Guaranty Municipal Corp. |
7.20% | |||
(l) |
Floating rate note obligations related to securities held. The interest and fee rates shown reflect the rates in effect at February 29, 2024. At February 29, 2024, the Trust’s investments with a value of $51,637,874 are held by TOB Trusts and serve as collateral for the $33,110,000 in the floating rate note obligations outstanding at that date. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
14 Invesco Pennsylvania Value Municipal Income Trust
Statement of Assets and Liabilities
February 29, 2024
Assets: |
||||
Investments in unaffiliated securities, at value (Cost $444,660,325) |
$ | 432,934,571 | ||
Receivable for: |
||||
Interest |
4,709,621 | |||
Investment for trustee deferred compensation and retirement plans |
22,599 | |||
Total assets |
437,666,791 | |||
Liabilities: |
||||
Floating rate note obligations |
33,110,000 | |||
Variable rate muni term preferred shares ($0.01 par value, 1,238 shares issued with liquidation preference of $100,000 per share) |
123,769,824 | |||
Payable for: |
||||
Dividends |
39,971 | |||
Amount due custodian |
1,026,328 | |||
Accrued fees to affiliates |
25,423 | |||
Accrued interest expense |
448,466 | |||
Accrued other operating expenses |
99,542 | |||
Trustee deferred compensation and retirement plans |
22,599 | |||
Total liabilities |
158,542,153 | |||
Net assets applicable to common shares |
$ | 279,124,638 | ||
Net assets applicable to common shares consist of: |
||||
Shares of beneficial interest – common shares |
$ | 317,268,605 | ||
Distributable earnings (loss) |
(38,143,967 | ) | ||
| $ | 279,124,638 | |||
Common shares outstanding, no par value, with an unlimited number of common shares authorized: |
||||
Common shares outstanding |
23,829,544 | |||
Net asset value per common share |
$ | 11.71 | ||
Market value per common share |
$ | 10.11 | ||
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
15 Invesco Pennsylvania Value Municipal Income Trust
Statement of Operations
For the year ended February 29, 2024
Investment income: |
||||
Interest |
$ | 18,338,236 | ||
Expenses: |
||||
Advisory fees |
2,421,804 | |||
Administrative services fees |
38,387 | |||
Custodian fees |
6,675 | |||
Interest, facilities and maintenance fees |
7,315,255 | |||
Transfer agent fees |
34,001 | |||
Trustees’ and officers’ fees and benefits |
19,790 | |||
Registration and filing fees |
24,219 | |||
Reports to shareholders |
23,169 | |||
Professional services fees |
136,231 | |||
Other |
(2,948 | ) | ||
Total expenses |
10,016,583 | |||
Net investment income |
8,321,653 | |||
Realized and unrealized gain (loss) from: |
||||
Net realized gain (loss) from unaffiliated investment securities (includes net gains (losses) from securities sold to affiliates of $ (285,686)) |
(4,926,721 | ) | ||
Change in net unrealized appreciation of unaffiliated investment securities |
11,111,936 | |||
Net realized and unrealized gain |
6,185,215 | |||
Net increase in net assets resulting from operations applicable to common shares |
$ | 14,506,868 | ||
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
16 Invesco Pennsylvania Value Municipal Income Trust
Statement of Changes in Net Assets
For the years ended February 29, 2024 and February 28, 2023
2024 |
2023 |
|||||||
Operations: |
||||||||
Net investment income |
$ | 8,321,653 | $ | 10,645,907 | ||||
Net realized gain (loss) |
(4,926,721 | ) | (6,850,150 | ) | ||||
Change in net unrealized appreciation (depreciation) |
11,111,936 | (42,482,698 | ) | |||||
Net increase (decrease) in net assets resulting from operations applicable to common shares |
14,506,868 | (38,686,941 | ) | |||||
Distributions to common shareholders from distributable earnings |
(8,202,206 | ) | (10,592,841 | ) | ||||
Return of capital applicable to common shares |
(660,001 | ) | (1,455,377 | ) | ||||
Total distributions |
(8,862,207 | ) | (12,048,218 | ) | ||||
Net increase (decrease) in net assets applicable to common shares |
5,644,661 | (50,735,159 | ) | |||||
Net assets applicable to common shares: |
||||||||
Beginning of year |
273,479,977 | 324,215,136 | ||||||
End of year |
$ | 279,124,638 | $ | 273,479,977 | ||||
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
17 Invesco Pennsylvania Value Municipal Income Trust
Statement of Cash Flows
For the year ended February 29, 2024
Cash provided by operating activities: |
||||
Net increase in net assets resulting from operations applicable to common shares |
$ | 14,506,868 | ||
Adjustments to reconcile the change in net assets applicable to common shares from operations to net cash provided by operating activities: |
||||
Purchases of investments |
(51,979,685 | ) | ||
Proceeds from sales of investments |
70,640,729 | |||
Purchases of short-term investments, net |
(3,535,386 | ) | ||
Amortization of premium on investment securities |
3,282,434 | |||
Accretion of discount on investment securities |
(982,842 | ) | ||
Net realized loss from investment securities |
4,926,721 | |||
Net change in unrealized appreciation on investment securities |
(11,111,936 | ) | ||
Change in operating assets and liabilities: |
||||
Decrease in receivables and other assets |
146,037 | |||
Decrease in accrued expenses and other payables |
(90,617 | ) | ||
Net cash provided by operating activities |
25,802,323 | |||
Cash provided by (used in) financing activities: |
||||
Dividends paid to common shareholders from distributable earnings |
(8,205,232 | ) | ||
Decrease in VRDP Shares, at liquidation value |
(13,800,000 | ) | ||
Return of capital |
(660,001 | ) | ||
Increase in payable for amount due custodian |
1,026,328 | |||
Proceeds of TOB Trusts |
10,000 | |||
Repayments of TOB Trusts |
(5,255,000 | ) | ||
Net cash provided by (used in) financing activities |
(26,883,905 | ) | ||
Net decrease in cash and cash equivalents |
(1,081,582 | ) | ||
Cash and cash equivalents at beginning of period |
1,081,582 | |||
Cash and cash equivalents at end of period |
$ | – | ||
Supplemental disclosure of cash flow information: |
||||
Cash paid during the period for interest, facilities and maintenance fees |
$ | 7,301,027 | ||
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
18 Invesco Pennsylvania Value Municipal Income Trust
Financial Highlights
The following schedule presents financial highlights for a share of the Trust outstanding throughout the periods indicated.
Years Ended |
Year Ended |
Year Ended |
||||||||||||||||||
February 29, |
February 28, |
February 29, |
||||||||||||||||||
2024 |
2023 |
2022 |
2021 |
2020 |
||||||||||||||||
Net asset value per common share, beginning of period |
$ | 11.48 | $ | 13.61 | $ | 14.09 | $ | 14.53 | $ | 13.43 | ||||||||||
Net investment income (a) |
0.35 | 0.45 | 0.57 | 0.62 | 0.58 | |||||||||||||||
Net gains (losses) on securities (both realized and unrealized) |
0.25 | (2.07 | ) | (0.45 | ) | (0.47 | ) | 1.14 | ||||||||||||
Total from investment operations |
0.60 | (1.62 | ) | 0.12 | 0.15 | 1.72 | ||||||||||||||
Less: |
||||||||||||||||||||
Dividends paid to common shareholders from net investment income |
(0.34 | ) | (0.45 | ) | (0.60 | ) | (0.59 | ) | (0.62 | ) | ||||||||||
Return of capital |
(0.03 | ) | (0.06 | ) | – | – | – | |||||||||||||
Total distributions |
(0.37 | ) | (0.51 | ) | (0.60 | ) | (0.59 | ) | (0.62 | ) | ||||||||||
Net asset value per common share, end of period |
$ | 11.71 | $ | 11.48 | $ | 13.61 | $ | 14.09 | $ | 14.53 | ||||||||||
Market value per common share, end of period |
$ | 10.11 | $ | 9.95 | $ | 12.35 | $ | 12.63 | $ | 12.98 | ||||||||||
Total return at net asset value (b) |
5.97 | % | (11.49 | )% | 1.05 | % | 1.74 | % | 13.43 | % | ||||||||||
Total return at market value (c) |
5.56 | % | (15.45 | )% | 2.30 | % | 2.09 | % | 11.09 | % | ||||||||||
Net assets applicable to common shares, end of period (000’s omitted) |
$ | 279,125 | $ | 273,480 | $ | 324,215 | $ | 335,858 | $ | 346,328 | ||||||||||
Portfolio turnover rate (d) |
12 | % | 24 | % | 3 | % | 17 | % | 5 | % | ||||||||||
Ratios/supplemental data based on average net assets applicable to common shares outstanding: |
||||||||||||||||||||
Ratio of expenses: |
||||||||||||||||||||
With fee waivers and/or expense reimbursements |
3.68 | % | 2.61 | % | 1.53 | % | 1.71 | % | 2.73 | % | ||||||||||
With fee waivers and/or expense reimbursements excluding interest, facilities and maintenance fees |
0.99 | % | 0.99 | % | 0.95 | % | 0.97 | % | 1.03 | % | ||||||||||
Without fee waivers and/or expense reimbursements |
3.68 | % | 2.61 | % | 1.53 | % | 1.71 | % | 2.73 | % | ||||||||||
Ratio of net investment income to average net assets |
3.06 | % | 3.73 | % | 3.98 | % | 4.46 | % | 4.17 | % | ||||||||||
Senior securities: |
||||||||||||||||||||
Total amount of preferred shares outstanding (000’s omitted) |
$ | 123,800 | $ | 137,600 | $ | 137,600 | $ | 137,600 | $ | 137,600 | ||||||||||
Asset coverage per preferred share (e) |
$ | 325,464 | $ | 298,750 | $ | 335,621 | $ | 344,083 | $ | 351,692 | ||||||||||
Liquidating preference per preferred share |
$ | 100,000 | $ | 100,000 | $ | 100,000 | $ | 100,000 | $ | 100,000 | ||||||||||
(a) |
Calculated using average shares outstanding. |
(b) |
Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year, if applicable. |
(c) |
Total return assumes an investment at the common share 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 common share market price at the end of the period indicated. Not annualized for periods less than one year, if applicable. |
(d) |
Portfolio turnover is not annualized for periods less than one year, if applicable. |
(e) |
Calculated by subtracting the Trust’s total liabilities (not including preferred shares, at liquidation value) from the Trust’s total assets and dividing this by the total number of preferred shares outstanding. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
19 Invesco Pennsylvania Value Municipal Income Trust
Notes to Financial Statements
February 29, 2024
NOTE 1–Significant Accounting Policies
Invesco Pennsylvania Value Municipal Income Trust (the “Trust”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a
closed-end
management investment company. The Trust is an investment company and accordingly follows the investment company accounting and reporting guidance in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 946, .
Financial Services – Investment Companies
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 generally are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as
institution-size
trading in similar groups of securities, developments related to specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Pricing services generally value debt obligations assuming orderly transactions of institutional round lot size, but a trust may hold or transact in the same securities in smaller, odd lot sizes. Odd lots often trade at lower prices than institutional round lots, and their value may be adjusted accordingly. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments. Securities for which market quotations are not readily available are fair valued by Invesco Advisers, Inc. (the “Adviser” or “Invesco”) in accordance with Board-approved policies and related Adviser procedures (“Valuation Procedures”). If a fair value price provided by a pricing service is not representative of market value in the Adviser’s judgment (“unreliable”), the Adviser will fair value the security using the Valuation Procedures. Issuer specific events, market trends, bid/ask quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.
The Trust may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain Trust investments.
Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general market conditions which are not specifically related to the particular issuer, such as real or perceived adverse economic conditions, changes in the general outlook for revenues or corporate earnings, changes in interest or currency rates, regional or global instability, natural or environmental disasters, widespread disease or other public health issues, war, acts of terrorism, significant governmental actions or adverse investor sentiment generally 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.
The price the Trust could receive upon the sale of any investment may differ from the Adviser’s valuation of the investment, particularly for securities that are valued using a fair valuation technique. When fair valuation techniques are applied, the Adviser uses available information, including both observable and unobservable inputs and assumptions, to determine a methodology that will result in a valuation that the Adviser believes approximates market value. Trust securities that are fair valued may be subject to greater fluctuation in their value from one day to the next than would be the case if market quotations were used. Because of the inherent uncertainties of valuation, and the degree of subjectivity in such decisions, the Trust could realize a greater or lesser than expected gain or loss upon the sale of the investment.
B. |
Securities Transactions and Investment Income Pay-in-kind non-cash dividend income received in the form of securities in lieu of cash are recorded at the fair value of the securities received. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date. |
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) 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 the Statement of Changes in Net Assets, or the net investment income per share and the ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Trust and the investment adviser.
C. |
Country Determination |
D. |
Distributions |
E. |
Federal Income Taxes – |
The Trust recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed the Trust’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.
20 Invesco Pennsylvania Value Municipal Income Trust
In addition, the Trust intends to invest in such municipal securities to allow it to qualify to pay shareholders “exempt 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. |
Interest, Facilities and Maintenance Fees |
G. |
Accounting Estimates – period-end date and before the date the financial statements are released to print. |
H. |
Indemnifications |
I. |
Cash and Cash Equivalents – |
J. |
Floating Rate Note Obligations |
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 decreases in the value of such securities in response to changes in interest rates to a greater extent than fixed rate securities having similar credit quality, redemption provisions and maturity, which may cause the 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 notes created by the TOB Trust may not be able to be sold to third parties or, in the case of holders tendering (or putting) such notes for repayment of principal, may not be able to be remarketed to third parties. In such cases, the TOB Trust holding the fixed rate bonds may be collapsed with the entity that contributed the fixed rate bonds to the TOB Trust. In the case where a TOB Trust is collapsed with the Trust, the Trust will be required to repay the principal amount of the tendered securities, which may require the Trust to sell other portfolio holdings to raise cash to meet that obligation. The Trust could therefore be required to sell other portfolio holdings at a disadvantageous time or price to raise cash to meet this obligation, which risk will be heightened during times of market volatility, illiquidity or uncertainty. The embedded leverage in the TOB Trust could cause the Trust to lose more money than the value of the asset it has contributed to the TOB Trust and greater levels of leverage create the potential for greater losses. In addition, a Trust may enter into reimbursement agreements with the liquidity provider of certain TOB transactions in connection with certain residuals held by the Trust. These agreements commit a Trust to reimburse the liquidity provider to the extent that the liquidity provider must provide cash to a TOB Trust, including following the termination of a TOB Trust resulting from a mandatory tender event (“liquidity shortfall”). The reimbursement agreement will effectively make the Trust liable for the amount of the negative difference, if any, between the liquidation value of the underlying security and the purchase price of the floating rate notes issued by the TOB Trust.
The Trust accounts for the transfer of fixed rate bonds to the TOB 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 carrying amount of the Trust’s floating rate note obligations as reported on the Statement of Assets and Liabilities approximates its fair value. 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 TOB Trusts as a component of Interest, facilities and maintenance fees on the Statement of Operations.
Final rules implementing section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Volcker Rule”) prohibit banking entities from engaging in proprietary trading of certain instruments and limit such entities’ investments in, and relationships with, “covered funds”, as defined in the rules. These rules preclude banking entities and their affiliates from sponsoring and/or providing services for existing TOB Trusts. A new TOB structure is being utilized by the Trust wherein the Trust, as holder of the residuals, will perform certain duties previously performed by banking entities as “sponsors” of TOB Trusts. These duties may be performed by a third-party service provider. The Trust’s expanded role under the new TOB structure may increase its operational and regulatory risk. The new structure is substantially similar to the previous structure; however, pursuant to the Volcker Rule, the remarketing agent would not be able to repurchase tendered floaters for its own account upon a failed remarketing. In the event of a failed remarketing, a banking entity serving as liquidity provider may loan the necessary funds to the TOB Trust to purchase the tendered floaters. The TOB Trust, not the Trust, would be the borrower and the loan from the liquidity provider will be secured by the purchased floaters now held by the TOB Trust. However, as previously described, the Trust would bear the risk of loss with respect to any liquidity shortfall to the extent it entered into a reimbursement agreement with the liquidity provider.
Further, the SEC and various banking agencies have adopted rules implementing credit risk retention requirements for asset-backed securities (the “Risk Retention Rules”). The Risk Retention Rules require the sponsor of a TOB Trust to retain at least 5% of the credit risk of the underlying assets supporting the TOB Trust’s municipal bonds. The Trust has adopted policies intended to comply with the Risk Retention Rules. The Risk Retention Rules may adversely affect the Trust’s ability to engage in TOB Trust transactions or increase the costs of such transactions in certain circumstances.
There can be no assurances that the new TOB structure will continue to be a viable form of leverage. Further, there can be no assurances that alternative forms of leverage will be available to the Trust in order to maintain current levels of leverage. Any alternative forms of leverage may be less advantageous to the Trust, and may adversely affect the Trust’s net asset value, distribution rate and ability to achieve its investment objective.
TOBs are presently classified as private placement securities. Private placement securities are subject to restrictions on resale because they have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or are otherwise not readily marketable. As a result of the absence of a public trading market for these securities, they may be less liquid than publicly traded securities. Although atypical, these securities may be resold in privately negotiated transactions, the prices realized from these sales could be less than those originally paid by the Trust or less than what may be considered the fair value of such securities.
21 Invesco Pennsylvania Value Municipal Income Trust
K. |
Other Risks tax-free municipal securities could become taxable as a result of determinations by the Internal Revenue Service. |
Increases in the federal funds and equivalent foreign rates or other changes to monetary policy or regulatory actions may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. It is difficult to predict the impact of interest rate changes on various markets. In addition, decreases in fixed income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed income markets. As a result, the value of the Trust’s investments and share price may decline. Changes in central bank policies could also result in higher than normal redemptions by shareholders, which could potentially increase the Trust’s portfolio turnover rate and transaction costs.
Policy changes by the U.S. government or its regulatory agencies and political events within the U.S. and abroad may, among other things, affect investor and consumer confidence and increase volatility in the financial markets, perhaps suddenly and to a significant degree, which may adversely impact the Trust’s operations, universe of potential investment options, and return potential.
The municipal issuers in which the Trust invests may be located in the same geographic area or may pay their interest obligations from revenue of similar projects, such as hospitals, airports, utility systems and housing finance agencies. This may make the Trust’s investments more susceptible to similar social, economic, political or regulatory occurrences, making the Trust more susceptible to experience a drop in its share price than if the Trust had been more diversified across issuers that did not have similar characteristics.
NOTE 2–Advisory Fees and Other Fees Paid to Affiliates
The Trust has entered into a master investment advisory agreement with the Adviser. Under the terms of the investment advisory agreement, the Trust accrues daily and pays monthly an advisory fee to the Adviser based on the annual rate of 0.55% of the Trust’s average daily managed assets. Managed assets for this purpose means the Trust’s net assets, plus assets attributable to outstanding preferred shares and the amount of any borrowings incurred for the purpose of leverage (whether or not such borrowed amounts are reflected in the Trust’s financial statements for purposes of GAAP).
Under the terms of a master
sub-advisory
agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the “Affiliated Sub-Advisers”)
the Adviser, not the Trust, will pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s)
that provide(s) discretionary investment management services to the Trust based on the percentage of assets allocated to such Affiliated Sub-Adviser(s).
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 February 29, 2024, expenses incurred under this agreement are shown in the Statement of Operations as . Invesco has entered into a
Administrative services fees
sub-administration
agreement whereby State Street Bank and Trust Company (“SSB”) serves as fund accountant and provides certain administrative services to the Trust. Pursuant to a custody agreement with the Trust, SSB also serves as the Trust’s custodian. 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. 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 Adviser’s assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information. |
As of February 29, 2024, all of the securities in this Trust were valued based on Level 2 inputs (see the Schedule of Investments for security categories). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
NOTE 4–Security Transactions with Affiliated Funds
The Trust is permitted to purchase securities from or sell securities to certain other affiliated funds under specified conditions outlined in procedures adopted by the Board of Trustees of the Trust. The procedures have been designed to ensure that any purchase or sale of securities by the Trust from or to another fund that is or could be considered an “affiliated person” by virtue of having a common investment adviser (or affiliated investment advisers), common Trustees and/or common officers is made in reliance on Rule
17a-7
of the 1940 Act and, to the extent applicable, related SEC staff positions. Each such transaction is effected at the security’s “current market price”, as provided for in these procedures and Rule 17a-7.
Pursuant to these procedures, for the year ended February 29, 2024, the Trust engaged in securities purchases of $10,259,203 and securities sales of $10,070,005, which resulted in net realized gains (losses) of $(285,686). NOTE 5–Trustees’ and Officers’ Fees and Benefits
Trustees’ and Officers
Fees and Benefits
Trustees’ and Officers
Fees and Benefits
NOTE 6–Cash Balances and Borrowings
The Trust is permitted to temporarily carry a negative or overdrawn balance in its account with SSB, the custodian bank. Such balances, if any at . To compensate the custodian bank for such overdrafts, the overdrawn Trust
period-end,
are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian
22 Invesco Pennsylvania Value Municipal Income 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 TOB Trusts are accounted for as secured borrowings. The average floating rate notes outstanding and average annual interest and fee rate related to inverse floating rate note obligations during the year ended February 29, 2024 were $34,307,692 and 4.14%, respectively.
NOTE 7–Distributions to Shareholders and Tax Components of Net Assets
Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended February 29, 2024 and February 28, 2023
: 2024 |
2023 | |||||
Ordinary income* |
$ | – | $ 21,960 | |||
Ordinary income-tax-exempt |
8,202,206 | 10,570,881 | ||||
Ordinary income-tax-exempt |
5,922,762 | 3,548,120 | ||||
Return of capital |
660,001 | 1,455,377 | ||||
Total distributions |
$ | 14,784,969 | $15,596,338 | |||
| * | Includes short-term capital gain distributions, if any. |
Tax Components of Net Assets at
: Period-End
2024 |
||||
Net unrealized appreciation (depreciation) – investments |
$ | (11,571,065 | ) | |
Temporary book/tax differences |
(17,194 | ) | ||
Capital loss carryforward |
(26,555,708 | ) | ||
Shares of beneficial interest |
317,268,605 | |||
Total net assets |
$ | 279,124,638 | ||
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 inverse floaters, amortization and accretion on debt securities. 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.
The Trust has a capital loss carryforward as of February 29, 2024, as follows:
Capital Loss Carryforward* | ||||||
Expiration |
Short-Term |
Long-Term |
Total | |||
Not subject to expiration |
$5,813,814 | $20,741,894 | $26,555,708 | |||
| * | Capital loss carryforward is reduced for limitations, if any, to the extent required by the Internal Revenue Code and may be further limited depending upon a variety of factors, including the realization of net unrealized gains or losses as of the date of any reorganization. |
NOTE 8–Investment Transactions
The aggregate amount of investment securities (other than short-term securities, U.S. Government obligations and money market funds, if any) purchased and sold by the Trust during the year ended February 29, 2024 was $51,972,843 and $70,640,730, respectively. Cost of investments, including any derivatives, 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 Investments on a Tax Basis |
||||
Aggregate unrealized appreciation of investments |
$ | 6,631,260 | ||
Aggregate unrealized (depreciation) of investments |
(18,202,325 | ) | ||
Net unrealized appreciation (depreciation) of investments |
$ | (11,571,065 | ) | |
Cost of investments for tax purposes is $444,505,636.
NOTE 9–Reclassification of Permanent Differences
Primarily as a result of differing book/tax treatment of return of capital distributions, on February 29, 2024, undistributed net investment income was increased by $683,722, undistributed net realized gain (loss) was decreased by $23,721 and shares of beneficial interest was decreased by $660,001. This reclassification had no effect on the net assets of the Trust.
23 Invesco Pennsylvania Value Municipal Income Trust
NOTE 10–Common Shares of Beneficial Interest
Transactions in common shares of beneficial interest were as follows:
Year Ended February 29, |
Year Ended February 28, | |||||||||
2024 |
2023 | |||||||||
Beginning shares |
23,829,544 | 23,829,544 | ||||||||
Shares issued through dividend reinvestment |
– | – | ||||||||
Ending shares |
23,829,544 | 23,829,544 | ||||||||
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 11–Variable Rate Muni Term Preferred Shares
The Trust issued Series
2015/6-VPV
VMTP Shares, with a liquidation preference of $100,000 per share, pursuant to an offering exempt from registration under the 1933 Act. As of February 29, 2024, the VMTP Shares outstanding were as follows: Issue Date |
Shares Issued |
Term Redemption Date |
Extension Date |
|||||||||||
05/10/2012 |
1,163 | 06/04/2029 | 12/01/2023 | |||||||||||
06/01/2017 |
75 | 06/04/2029 | 12/01/2023 | |||||||||||
VMTP Shares are a variable-rate form of preferred shares with a mandatory redemption date, unless earlier redeemed, repurchased or extended, and are considered debt for financial reporting purposes. On November 30, 2023, the Trust redeemed 138 Series
2015/6-VPV
VMTP Shares, with a liquidation preference of $100,000 per share to pay holders of record as of November 1, 2023, the redemption price, including accumulated but unpaid dividends, to holders of VMTP Shares called for redemption on such date, in connection with the partial redemption. Effective December 1, 2023, the Trust extended the term of the VMTP Shares and is required to redeem all outstanding VMTP Shares on June 4, 2029, unless earlier redeemed, repurchased or extended. VMTP Shares are subject to optional and mandatory redemption in certain circumstances. The redemption price per share is equal to the sum of the liquidation preference per share plus any accumulated but unpaid dividends and a redemption premium, if any. On or prior to the redemption date, the Trust will be required to segregate assets having a value equal to 110% of the redemption amount. The Trust incurs costs in connection with the issuance and/or the extension of the VMTP Shares. These costs are recorded as a deferred charge and are amortized over the term life of the VMTP Shares. Amortization of these costs is included in on the Statement of Operations, and the unamortized balance is included in the value of Variable rate muni term on the Statement of Assets and Liabilities.
Interest, facilities and
maintenance fees
preferred shares
Dividends paid on the VMTP Shares (which are treated as interest expense for financial reporting purposes) are declared daily and paid monthly. The initial rate for dividends was equal to the sum of 1.10% per annum plus the Securities Industry and Financial Markets Association Municipal Swap Index (the “SIFMA” Index). As of February 29, 2024, the dividend rate is equal to the SIFMA Index plus a spread of 1.15%, which is based on the long term preferred share ratings assigned to the VMTP Shares by a ratings agency. The average aggregate liquidation preference and the average annualized dividend rate of the VMTP Shares during the year ended February 29, 2024 were $134,131,148 and 4.40%, respectively.
The Trust utilizes the VMTP Shares as leverage in order to enhance the yield of its common shareholders. The primary risk associated with VMTP Shares is exposing the net asset value of the common shares and total return to increased volatility if the value of the Trust decreases while the value of the VMTP Shares remains unchanged. Fluctuations in the dividend rates on the VMTP Shares can also impact the Trust’s yield or its distributions to common shareholders. The Trust is subject to certain restrictions relating to the VMTP Shares, such as maintaining certain asset coverage and leverage ratio requirements. Failure to comply with these restrictions could preclude the Trust from declaring any distributions to common shareholders or purchasing common shares and/or could trigger an increased rate which, if not cured, could cause the mandatory redemption of VMTP Shares at the liquidation preference plus any accumulated but unpaid dividends.
The liquidation preference of VMTP Shares, which approximates fair value, is recorded as a liability under the caption on the Statement of Assets and Liabilities. The fair value of VMTP Shares is expected to be approximately their liquidation preference so long as the credit rating on the VMTP Shares, and therefore the “spread” on the VMTP Shares (determined in accordance with the VMTP Shares’ governing document) remains unchanged. At on the Statement of Assets and Liabilities. Dividends paid on VMTP Shares are recognized as a component of on the Statement of Operations.
Variable rate muni
term preferred shares
period-end,
the Trust’s Adviser has determined that fair value of VMTP Shares is approximately their liquidation preference. Fair value could vary if market conditions change materially. Unpaid dividends on VMTP Shares are recognized as Accrued interest expense
Interest, facilities and maintenance fees
NOTE 12–Dividends
The Trust declared the following dividends to common shareholders from net investment income subsequent to February 29, 2024:
Declaration Date |
Amount per Share |
Record Date |
Payable Date |
|||||||||||||
March 1, 2024 |
$0.0325 | March 15, 2024 | March 28, 2024 | |||||||||||||
April 1, 2024 |
$0.0325 | April 16, 2024 | April 30, 2024 | |||||||||||||
24 Invesco Pennsylvania Value Municipal Income Trust
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Shareholders of Invesco Pennsylvania Value Municipal Income Trust
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Invesco Pennsylvania Value Municipal Income Trust (the “Trust”) as of February 29, 2024, the related statements of operations and cash flows for the year ended February 29, 2024, the statement of changes in net assets for each of the two years in the period ended February 29, 2024, including the related notes, and the financial highlights for each of the five years in the period ended February 29, 2024 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of February 29, 2024, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period ended February 29, 2024 and the financial highlights for each of the five years in the period ended February 29, 2024 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Trust’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of February 29, 2024 by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Houston, Texas
April 25, 2024
We have served as the auditor of one or more of the investment companies in the Invesco group of investment companies since at least 1995. We have not been able to determine the specific year we began serving as auditor.
25 Invesco Pennsylvania Value Municipal Income Trust
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 advisers. 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 year ended February 29, 2024:
Federal and State Income Tax |
||||||||
| Qualified Dividend Income* | 0.00 | % | ||||||
| Corporate Dividends Received Deduction* | 0.00 | % | ||||||
| U.S. Treasury Obligations* | 0.00 | % | ||||||
| Qualified Business Income* | 0.00 | % | ||||||
| Business Interest Income* | 0.00 | % | ||||||
Tax-Exempt Interest Dividends* |
100.00 | % |
| * | The above percentages are based on ordinary income dividends paid to shareholders during the Trust’s fiscal year. |
26 Invesco Pennsylvania Value Municipal Income Trust
Additional Information
Investment Objective, Policies and Principal Risks of the Trust
Recent Changes
The following information is a summary of certain changes made during the Trust’s most recent fiscal year. This information may not reflect all of the changes that have occurred since you purchased the Trust.
Changes to Portfolio Managers
Effective June 30, 2023, Jim Phillips no longer serves as a portfolio manager of the Trust.
Except as noted above, during the Trust’s most recent fiscal year, there were no other changes to the portfolio management of the Trust.
Changes to Investment Policies
During the Trust’s most recently completed fiscal year, on September 20, 2023, the Board approved the removal of the Trust’s investment policy that restricts the Trust from purchasing securities that are in default or rated in categories lower than
B-
by S&P Global Ratings (“S&P”) or B3 by Moody’s Investors Service, Inc. (“Moody’s”) or unrated securities of comparable quality. The Trust may invest, under normal market conditions, up to 20% of its respective net assets in municipal securities rated below investment grade or that are unrated but determined by Invesco Advisers to be of comparable quality at the time of purchase. As a result of the investment policy change, the Trust may invest in securities that are in default or rated in categories lower than
B-
by S&P or B3 by Moody’s or unrated securities of comparable quality as part of the foregoing 20% limitation on below investment grade securities. Defaulted Securities Risk.
non-defaulted
securities. The Trust will generally not receive interest payments on defaulted securities and may incur costs to protect its investment. Defaulted securities and any securities received in an exchange for such securities may be subject to restrictions on resale. Investments in defaulted securities and obligations of distressed issuers are considered speculative and the prices of these securities may be more volatile than non-defaulted
securities. Except as noted above, during the Trust’s most recent fiscal year, there were no material changes in the Trust’s investment objectives or policies that have not been approved by shareholders or in the principal risk factors associated with investment in the Trust.
Investment Objective
The investment objective of Invesco Pennsylvania Value Municipal Income Trust (the “Trust”) is to provide common shareholders with a high level of current income exempt from federal and Pennsylvania income taxes and, where possible under local law, local income and personal property taxes, consistent with preservation of capital. The investment objective is fundamental and may not be changed without the approval of a majority of the Trust’s outstanding voting securities, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”).
Investment Policies of the Trust
Under normal market conditions, at least 80% of the Trust’s net assets will be invested in municipal securities. Under normal market conditions, at least
80% of the Trust’s net assets will be invested in securities the income of which is exempt from Pennsylvania income taxes. The policies stated in the foregoing sentences are fundamental and may not be changed without approval of a majority of the Trust’s outstanding voting securities, as defined in the 1940 Act. Under normal market conditions, the Trust’s investment adviser, Invesco Advisers, Inc. (the “Adviser”), seeks to achieve the Trust’s investment objective by investing at least 80% of the Trust’s net assets in Pennsylvania investment grade municipal securities. Investment grade securities are: (i) securities rated
BBB-or
higher by S&P Global Ratings (“S&P”) or Baa3 or higher by Moody’s Investors Service, Inc. (“Moody’s”) or an equivalent rating by another nationally recognized statistical rating organization (“NRSRO”), (ii) securities with comparable short-term NRSRO ratings, or (iii) unrated municipal securities determined by the Adviser to be of comparable quality, each at the time of purchase. Under normal market conditions, the Trust may invest up to 20% of its net assets in municipal securities rated below investment grade or that are unrated but determined by the Adviser to be of comparable quality at the time of purchase. Lower-grade securities are commonly referred to as junk bonds and involve greater risks than investments in higher-grade securities. The Trust may invest in securities that are in default or rated in categories lower than B-by
S&P or B3 by Moody’s or unrated securities of comparable quality as part of the foregoing 20% limitation on below investment grade securities. †
The foregoing percentage and rating limitations apply at the time of acquisition of a security based on the last previous determination of the Trust’s net asset value. Any subsequent change in any rating by a rating service or change in percentages resulting from market fluctuations or other changes in the Trust’s total assets will not require elimination of any security from the Trust’s portfolio.
The Trust may invest all or a substantial portion of its total assets in municipal securities that may subject certain investors to the federal alternative minimum tax and, therefore, a substantial portion of the income produced by the Trust may be taxable for such investors under the federal alternative minimum tax. Accordingly, the Trust may not be a suitable investment for investors who are already subject to the federal alternative minimum tax or could become subject to the federal alternative minimum tax as a result of an investment in the Trust.
The Adviser buys and sells securities for the Trust with a view towards seeking a high level of current income exempt from federal and Pennsylvania income taxes and, where possible under local law, local income and personal property taxes, subject to reasonable credit risk. As a result, the Trust will not necessarily invest in the highest yielding municipal securities permitted by its investment policies if the Adviser determines that market risks or credit risks associated with such investments would subject the Trust’s portfolio to undue risk. The potential realization of capital gains or losses resulting from possible changes in interest rates will not be a major consideration and frequency of portfolio turnover
generally will not be a limiting factor if the Adviser considers it advantageous to purchase or sell securities.
The Trust may invest more than 25% of its total assets in a segment of the municipal securities market with similar characteristics if the Adviser determines that the yields available from obligations in a particular segment justify the additional risks of a larger investment in such segment. The Trust may not, however, invest more than 25% of its total assets in municipal securities issued for
non-governmental
entities that are in the same industry, such as many private activity bonds or industrial development revenue bonds. The Adviser actively manages the Trust’s portfolio and adjusts the average maturity of portfolio investments based upon its expectations regarding the direction of interest rates and other economic factors. The Adviser seeks to identify those securities that it believes entail reasonable credit risk considered in relation to the Trust’s investment policies. In selecting securities for investment, the Adviser uses its extensive research capabilities to assess potential investments and considers a number of factors, including general market and economic conditions and interest rate, credit and prepayment risks. Each security considered for investment is subjected to an
in-depth
credit analysis to evaluate the level of risk it presents. Finally, the Adviser employs leverage in an effort to enhance the Trust’s income and total return. Decisions to purchase or sell securities are determined by the relative value considerations of the portfolio managers that factor in economic and credit-related fundamentals, market supply and demand, market dislocations and situation-specific opportunities. The purchase or sale of securities may be related to a decision to alter the Trust’s macro risk exposure (such as duration, yield curve positioning and sector exposure), a need to limit or reduce the Trust’s exposure to a particular security or issuer, degradation of an issuer’s credit quality, or general liquidity needs of the Trust. The potential for realization of capital gains or losses resulting from possible changes in interest rates will not be a major consideration and frequency of portfolio turnover generally will not be a limiting factor if the Adviser considers it advantageous to purchase or sell securities.
Municipal Securities.
27 Invesco Pennsylvania Value Municipal Income Trust
The yields of municipal securities depend on, among other things, general money market conditions, general conditions of the municipal securities market, size of a particular offering, the maturity of the obligation and rating of the issue. There is no limitation as to the maturity of the municipal securities in which the Trust may invest. The ratings of S&P and Moody’s represent their opinions of the quality of the municipal securities they undertake to rate. These ratings are general and are not absolute standards of quality. Consequently, municipal securities with the same maturity, coupon and rating may have different yields while municipal securities of the same maturity and coupon with different ratings may have the same yield. The Adviser may adjust the average maturity of the Trust’s portfolio from time to time depending on its assessment of the relative yields available on securities of different maturities and its expectations of future changes in interest rates.
The principal types of municipal debt securities purchased by the Trust are revenue obligations and general obligations. Revenue obligations are usually payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise tax or other specific revenue source, but not from the general taxing power. Revenue obligations may include industrial development, pollution control, public utility, housing, and health care issues. General obligation securities are secured by the issuer’s pledge of its faith, credit and taxing power for the payment of principal and interest.
Within these principal classifications of municipal securities, there are a variety of types of municipal securities, including but not limited to:
∎
Variable rate securities, which bear rates of interest that are adjusted periodically according to formulae intended to reflect market rates of interest. ∎
Municipal notes, including tax, revenue and bond anticipation notes of short maturity, generally less than three years, which are issued to obtain temporary funds for various public purposes. ∎
Variable rate demand notes, which are obligations that contain a floating or variable interest rate adjustment formula and which are subject to a right of demand for payment of the principal balance plus accrued interest either at any time or at specified intervals. The interest rate on a variable rate demand note may be based on a known lending rate, such as a bank’s prime rate, and may be adjusted when such rate changes, or the interest rate may be a market rate that is adjusted at specified intervals. The adjustment formula maintains the value of the variable rate demand note at approximately the par value of such note at the adjustment date. ∎
Municipal leases, which are obligations issued by state and local governments or authorities to finance the acquisition of equipment and facilities. Certain municipal lease obligations may include non-appropriation
clauses which provide that the municipality has no obligation to make lease or installment purchase payments in future years unless money is appropriated for such purpose on a yearly basis. ∎
Private activity bonds, which are issued by, or on behalf of, public authorities to finance privately operated facilities. ∎
Participation certificates, which are obligations issued by state or local governments or authorities to finance the acquisition of equipment and facilities. They may represent participations in a lease, an installment purchase contract or a conditional sales contract.
∎
Municipal securities that may not be backed by the faith, credit and taxing power of the issuer. ∎
Municipal securities that are privately placed and that may have restrictions on the Trust’s ability to resell, such as timing restrictions or requirements that the securities only be sold to qualified institutional investors. ∎
Municipal securities that are insured by financial insurance companies. Derivatives.
Inverse Floating Rate Interests.
When-Issued and Delayed-Delivery Transactions.
Restricted Securities.
Rule 144A Securities and Other Exempt Securities.
Preferred Shares.
Zero
Coupon/Pay-in-Kind
pay-in-kind
securities are debt securities that do not entitle the holder to any periodic payment of interest prior to maturity or a specified date when the securities begin paying current interest. securities are debt securities that pay interest through the issuance of additional securities.
Pay-in-kind
Temporary Defensive Strategy
Principal Risks of Investing in the Trust
As with any fund investment, loss of money is a risk of investing. The risks associated with an investment in the Trust can increase during times of significant market volatility. The principal risks of investing in the Trust are:
Market Risk.
Market Disruption Risks Related to Armed Conflict.
28 Invesco Pennsylvania Value Municipal Income Trust
Debt Securities Risk.
The prices of debt securities held by the Trust will be affected by changes in interest rates, the creditworthiness of the issuer and other factors. An increase in prevailing interest rates typically causes the value of existing debt securities to fall and often has a greater impact on longer-duration debt securities and higher quality debt securities. Falling interest rates will cause the Trust to reinvest the proceeds of debt securities that have been repaid by the issuer at lower interest rates. Falling interest rates may also reduce the Trust’s distributable income because interest payments on floating rate debt instruments held by the Trust will decline. The Trust could lose money on investments in debt securities if the issuer or borrower fails to meet its obligations to make interest payments and/or to repay principal in a timely manner. If an issuer seeks to restructure the terms of its borrowings or the Trust is required to seek recovery upon a default in the payment of interest or the repayment of principal, the Trust may incur additional expenses. Changes in an issuer’s financial strength, the market’s perception of such strength or in the credit rating of the issuer or the security may affect the value of debt securities. The credit analysis applied to the Trust’s debt securities may fail to anticipate such changes, which could result in buying a debt security at an inopportune time or failing to sell a debt security in advance of a price decline or other credit event. Municipal Securities Risk.
Under normal market conditions, longer-term municipal securities generally provide a higher yield than shorter-term municipal securities. The yields of municipal securities may move differently and adversely compared to the yields of the overall debt securities markets. The risk of a municipal obligation generally depends on the financial and credit status of the issuer. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Trust’s ability to sell the security. Municipal obligations may be more susceptible to downgrades or defaults during recessions or similar periods of economic stress. Municipal securities structured as revenue bonds are generally not backed by the taxing power of the issuing municipality but rather the revenue from the particular project or entity for which the bonds were issued. If the Internal Revenue Service determines that an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could be treated as taxable, which could result in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal Pennsylvania and U.S.
Territories Municipal Securities Risk.
Changing Fixed Income Market Conditions Risk.
for
certain fixed income investments, particularly those with longer maturities. It is difficult to predict the impact of interest rate changes on various markets. In addition, decreases in fixed income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed income markets. As a result, the value of the Trust’s investments and share price may decline. Changes in central bank policies could also result in higher than normal redemptions by shareholders, which could potentially increase the Trust’s portfolio turnover rate and transaction costs and potentially lower the Trust’s performance returns. Interest Rate Risk.
Market Discount from Net Asset Value Risk.
of
closed-end
investment companies like the Trust frequently trade at prices lower than their net asset value. Because the market price of the Trust’s common shares is determined by factors such as relative market supply and demand, general market and economic circumstances, and other factors beyond the control of the Trust, the Trust cannot predict whether its shares of common stock will trade at, below or above net asset value. This characteristic is a risk separate and distinct from the risk that the Trust’s net asset value could decrease as a result of
investment activities. Common shareholders bear a risk of loss to the extent that the price at which they sell their shares is lower than at the time of purchase.
High Yield Debt Securities (Junk Bond/Below–Investment Grade) Risk.
Medium– and Lower–Grade Municipal Securities Risk.
Unrated Securities Risk.
29 Invesco Pennsylvania Value Municipal Income Trust
Defaulted Securities Risk.
non-defaulted
securities. The Trust will generally not receive interest payments on defaulted securities and may incur costs to protect its investment. Defaulted securities and any securities received in an exchange for such securities may be subject to restrictions on resale. Investments in defaulted securities and obligations of distressed issuers are considered speculative and the prices of these securities may be more volatile than non-defaulted
securities. Credit Risk.
Income Risk.
Call Risk.
If interest rates fall, it is possible that issuers of securities with high interest rates will prepay or call their securities before their maturity dates. In this event, the proceeds from the called securities would likely be reinvested by the Trust in securities bearing the new, lower interest rates, resulting in a possible decline in the Trust’s income and distributions to shareholders. Municipal Issuer Focus Risk.
The municipal issuers in which the Trust invests may be located in the same geographic area or may pay their interest obligations from revenue of similar projects, such as hospitals, airports, utility systems and housing finance agencies. This may make the Trust’s investments more susceptible to similar social, economic, political or regulatory occurrences, making the Trust more susceptible to experience a drop in its share price than if the Trust had been more diversified across issuers that did not have similar characteristics. From time to time, the Trust’s investments may include securities that alone or together with securities held by other funds or accounts managed by the Adviser, represents a major portion or all of an issue of municipal securities. Because there may be relatively Insurance Risk.
Alternative Minimum Tax Risk.
Taxability Risk.
tax-exempt
should in fact be taxable and the Trust’s dividends with respect to that bond might be subject to federal and Pennsylvania income tax. As a result, the treatment of dividends previously paid or to be paid by the Trust as “exempt-interest dividends” could be adversely affected, subjecting the Trust’s shareholders to increased federal and Pennsylvania income tax liabilities. In addition, income from tax-exempt
municipal securities could be declared taxable because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or a court, or the non-compliant
conduct of a bond issuer. The value of the
Trust’s
investments and its net asset value may be adversely affected by changes in tax rates and policies. Because interest income from municipal securities is normally not subject to regular federal or state income taxation, the attractiveness of municipal securities in relation to other investment alternatives is affected by changes in federal and state income tax rates or changes in the tax-exempt
status of interest income from municipal securities. Any proposed or actual changes in such rates or exempt status, therefore, can significantly
affect the demand for and supply, liquidity and marketability of municipal securities. This could in turn affect the Trust’s net asset value and ability to acquire and dispose of municipal securities at desirable yield and price levels. Inverse Floating Rate Interests Risk.
” . The Trust may be unable to sell illiquid investments at the time or price it desires and, as a result, could lose its entire investment in such investments. An investment may be illiquid due to a lack of trading volume in the investment or if the investment is privately placed and not traded in any public market or is otherwise restricted from trading. Certain restricted securities require special registration and pose valuation difficulties. Liquid securities can become illiquid during periods of market stress.
Liquidity Risk
Restricted Securities Risk.
30 Invesco Pennsylvania Value Municipal Income Trust
Rule 144A Securities and Other Exempt Securities Risk.
Risks of Tobacco Related Bonds.
non-MSA
manufacturers, or if there is a negative outcome in litigation regarding the MSA, including challenges by participating tobacco manufacturers regarding the amount of annual payments owed under the MSA. Investing in U.S. Territories,
Commonwealths and Possessions Risk.
within
these U.S.Certain of the municipalities in which the Trust invests, including Puerto Rico, currently experience significant financial difficulties, which may include default, insolvency or bankruptcy. As a result, securities issued by certain of these municipalities are currently considered below-investment-grade securities. A credit rating downgrade relating to, default by, or insolvency or bankruptcy of, one or several municipal security issuers of a state, territory, commonwealth or possession in which the Trust invests could affect the payment of principal and interest, the market values and marketability of many or all municipal obligations of such state, territory, commonwealth or possession. In the past several years, securities issued by Puerto Rico and its agencies and instrumentalities have been subject to multiple credit downgrades as a result of Puerto Rico’s ongoing fiscal challenges, growing debt obligations and uncertainty about its ability to make full repayment on these obligations, and certain issuers of Puerto Rican municipal securities have filed for bankruptcy and/or failed to make payments on obligations that have come due. Such developments could adversely impact the Fund’s performance and the Fund may pay expenses to preserve its claims related to its Puerto Rican holdings. The outcome of the debt restructuring of certain Puerto Rican issuers in which the Fund invests, both within and outside bankruptcy proceedings is uncertain, and could adversely affect the Fund.
Preferred Shares Risk.
When–Issued, Delayed Delivery and Forward Commitment Risks.
investments
therefore increase the Trust’s overall investment exposure and, as a result, its volatility. Typically, no income accrues on securities the Trust has committed to purchase prior to the time delivery of the securities is made. Zero Coupon or Securities Risk.
Pay-In-Kind
pay-in-kind
non-cash-paying
instruments may be more sensitive to changes in the issuer’s financial condition, fluctuation in interest rates and market demand/supply imbalances than cash-paying securities with similar credit ratings, and thus may be more speculative. Investors may purchase zero coupon and pay-in-kind
pay-in-kind
Pay-in-kind
pay-in-kind
Derivatives Risk.
Variable-Rate Demand Notes Risk.
31 Invesco Pennsylvania Value Municipal Income Trust
Repurchase Agreement Risk.
If the seller of a repurchase agreement defaults or otherwise does not fulfill its obligations, the Trust may incur delays and losses arising from selling the underlying securities, enforcing its rights, or declining collateral value. These risks are magnified to the extent that a repurchase agreement is secured by securities other than cash or U.S. Government securities. Financial Markets Regulatory Risk.
Management Risk.
† |
Standard & Poor’s, Fitch Ratings, Moody’s. A credit rating is an assessment provided by a nationally recognized statistical rating organization (NRSRO) of the creditworthiness of an issuer with respect to debt obligations, including specific securities, money market instruments or other debts. Ratings are measured on a scale that generally ranges from AAA (highest) to D (lowest); ratings are subject to change without notice. “Non-Rated” indicates the debtor was not rated and should not be interpreted as indicating low quality. For more information on rating methodology, please visit spglobal.com, fitchratings.com and ratings.moodys.com. |
32 Invesco Pennsylvania Value Municipal Income Trust
Trustees and Officers
The address of each trustee and officer is 1331 Spring Street NW, Suite 2500, 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.
Name, Year of Birth and Position(s) Held with the Trust |
Trustee and/or Officer Since |
Principal Occupation(s) During Past 5 Years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Directorship(s) Held by Trustee During Past 5 Years | ||||
Interested Trustees |
||||||||
Jeffrey H. Kupor 1 – 1968Trustee |
2024 | Senior Managing Director and General Counsel, Invesco Ltd.; Trustee, Invesco Foundation, Inc.; Director, Invesco Advisers, Inc.; Executive Vice President, Invesco Asset Management (Bermuda), Ltd., Invesco Investments (Bermuda) Ltd.; and Vice President, Invesco Group Services, Inc. |
165 | None | ||||
| Formerly: Head of Legal of the Americas, Invesco Ltd.; Senior Vice President and Secretary, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Secretary, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.); Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Secretary and Vice President, Harbourview Asset Management Corporation; Secretary and Vice President, OppenheimerFunds, Inc. and Invesco Managed Accounts, LLC; Secretary and Senior Vice President, OFI Global Institutional, Inc.; Secretary and Vice President, OFI SteelPath, Inc.; Secretary and Vice President, Oppenheimer Acquisition Corp.; Secretary and Vice President, Shareholder Services, Inc.; Secretary and Vice President, Trinity Investment Management Corporation, Senior Vice President, Invesco Distributors, Inc.; Secretary and Vice President, Jemstep, Inc.; Head of Legal, Worldwide Institutional, Invesco Ltd.; Secretary and General Counsel, INVESCO Private Capital Investments, Inc.; Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Assistant Secretary, INVESCO Asset Management (Bermuda) Ltd.; Secretary and General Counsel, Invesco Private Capital, Inc.; Assistant Secretary and General Counsel, INVESCO Realty, Inc.; Secretary and General Counsel, Invesco Senior Secured Management, Inc.; Secretary, Sovereign G./P. Holdings Inc.; Secretary, Invesco Indexing LLC; and Secretary, W.L. Ross & Co., LLC | ||||||||
Douglas Sharp 1 – 1974Trustee |
2024 | Senior Managing Director and Head of Americas & EMEA, Invesco Ltd. Formerly: Director and Chairman Invesco UK Limited; Director, Chairman and Chief Executive, Invesco Fund Managers Limited |
165 | None | ||||
1 |
Mr. Kupor and Mr. Sharp are considered interested persons (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because they are officers of the Adviser to the Trust, and officers of Invesco Ltd., ultimate parent of the Adviser. |
T-1 Invesco Pennsylvania Value Municipal Income Trust
Trustees and Officers
–
(continued)
Name, Year of Birth and Position(s) Held with the Trust |
Trustee and/or Officer Since |
Principal Occupation(s) During Past 5 Years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Directorship(s) Held by Trustee During Past 5 Years | ||||
Independent Trustees |
||||||||
| Beth Ann Brown – 1968 Trustee (2019) and Chair (2022) |
2019 | Independent Consultant Formerly: Head of Intermediary Distribution, Managing Director, Strategic Relations, Managing Director, Head of National Accounts, Senior Vice President, National Account Manager and Senior Vice President, Key Account Manager, Columbia Management Investment Advisers LLC; Vice President, Key Account Manager, Liberty Funds Distributor, Inc.; and Trustee of certain Oppenheimer Funds |
165 | Director, Board of Directors of Caron Engineering Inc.; Formerly: Advisor, Board of Advisors of Caron Engineering Inc.; President and Director, Acton Shapleigh Youth Conservation Corps (non-profit) President and Director Director of Grahamtastic Connection (non-profit) | ||||
Carol Deckbar – 1962 Trustee |
2024 | Formerly: Executive Vice President and Chief Product Officer, TIAA Financial Services; Executive Vice President and Principal, College Retirement Equities Fund at TIAA; Executive Vice President and Head of Institutional Investments and Endowment Services, TIAA | 165 | Formerly: Board Member, TIAA Asset Management, Inc.; and Board Member, TH Real Estate Group Holdings Company | ||||
Cynthia Hostetler –1962 Trustee |
2017 | Non-Executive Director and Trustee of a number of public and private business corporationsFormerly: Director, Aberdeen Investment Funds (4 portfolios); Director, Artio Global Investment LLC (mutual fund complex); Director, Edgen Group, Inc. (specialized energy and infrastructure products distributor); Director, Genesee & Wyoming, Inc. (railroads); Head of Investment Funds and Private Equity, Overseas Private Investment Corporation; President, First Manhattan Bancorporation, Inc.; and Attorney, Simpson Thacher & Bartlett LLP |
165 | Resideo Technologies, Inc. (smart home technology); Vulcan Materials Company (construction materials company); Trilinc Global Impact Fund; Textainer Group Holdings, (shipping container leasing company); Investment Company Institute (professional organization); and Independent Directors Council (professional organization) | ||||
Eli Jones – 1961 Trustee |
2016 | Professor and Dean Emeritus, Mays Business School - Texas A&M University Formerly: Dean of Mays Business School-Texas A&M University; Professor and Dean, Walton College of Business, University of Arkansas and E.J. Ourso College of Business, Louisiana State University; and Director, Arvest Bank |
165 | Insperity, Inc. (formerly known as Administaff) (human resources provider); Board Member of the regional board, First Financial Bank Texas; and Boad Member, First Financial Bankshares, Inc. Texas | ||||
Elizabeth Krentzman – 1959 Trustee |
2019 | Formerly: Principal and Chief Regulatory Advisor for Asset Management Services and U.S. Mutual Fund Leader of Deloitte & Touche LLP; General Counsel of the Investment Company Institute (trade association); National Director of the Investment Management Regulatory Consulting Practice, Principal, Director and Senior Manager of Deloitte & Touche LLP; Assistant Director of the Division of Investment Management - Office of Disclosure and Investment Adviser Regulation of the U.S. Securities and Exchange Commission and various positions with the Division of Investment Management - Office of Regulatory Policy of the U.S. Securities and Exchange Commission; Associate at Ropes & Gray LLP; and Trustee of certain Oppenheimer Funds | 165 | Formerly: Member of the Cartica Funds Board of Directors (private investment fund); Trustee of the University of Florida National Board Foundation; and Member of the University of Florida Law Center Association, Inc. Board of Trustees, Audit Committee and Membership Committee | ||||
| Anthony J. LaCava, Jr. – 1956 Trustee | 2019 | Formerly: Director and Member of the Audit Committee, Blue Hills Bank (publicly traded financial institution) and Managing Partner, KPMG LLP | 165 | Member and Chairman, of the Bentley University, Business School Advisory Council; and Board Member and Chair of the Audit and Finance Committee and Nominating Committee, KPMG LLP | ||||
James “Jim” Liddy – 1959 Trustee |
2024 | Formerly: Chairman, Global Financial Services, Americas and Retired Partner, KPMG LLP | 165 | Director and Treasurer, Gulfside Place Condominium Association, Inc. and Non-Executive Director, Kellenberg Memorial High School | ||||
Prema Mathai-Davis – 1950 Trustee |
2014 | Formerly: Co-Founder & Partner of Quantalytics Research, LLC, (a FinTech Investment Research Platform for the Self-Directed Investor); Trustee of YWCA Retirement Fund; CEO of YWCA of the USA; Board member of the NY Metropolitan Transportation Authority; Commissioner of the NYC Department of Aging; and Board member of Johns Hopkins Bioethics Institute |
165 | Member of Board of Positive Planet US (non-profit) andHealthCare Chaplaincy Network (non-profit) | ||||
T-2 Invesco Pennsylvania Value Municipal Income Trust
Trustees and Officers
–
(continued)
Name, Year of Birth and Position(s) Held with the Trust |
Trustee and/or Officer Since |
Principal Occupation(s) During Past 5 Years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Directorship(s) Held by Trustee During Past 5 Years | ||||
Independent Trustees–(continued) |
||||||||
Joel W. Motley – 1952 Trustee |
2019 | Director of Office of Finance, Federal Home Loan Bank System; Managing Director of Carmona Motley Inc. (privately held financial advisor); Member of the Council on Foreign Relations and its Finance and Budget Committee; Chairman Emeritus of Board of Human Rights Watch and Member of its Investment Committee; and Member of Investment Committee Board of Historic Hudson Valley (non-profit cultural organization); Member of the Board, Blue Ocean Acquisition Corp.; and Member of the Vestry and the Investment Committee of Trinity Church Wall Street.Formerly: Managing Director of Public Capital Advisors, LLC (privately held financial advisor); Managing Director of Carmona Motley Hoffman, Inc. (privately held financial advisor); Trustee of certain Oppenheimer Funds; and Director of Columbia Equity Financial Corp. (privately held financial advisor) |
165 | Member of Board of Trust for Mutual Understanding (non-profit promoting the arts and environment); Member of Board of Greenwall Foundation (bioethics research foundation) and its Investment Committee; Member of Board of Friends of the LRC (non-profit legal advocacy); and Board Member and Investment Committee Member of Pulitzer Center for Crisis Reporting (non-profit journalism) | ||||
Teresa M. Ressel – 1962 Trustee |
2017 | Non-executive director and trustee of a number of public and private business corporationsFormerly: Chief Executive Officer, UBS Securities LLC (investment banking); Group Chief Operating Officer, UBS AG Americas (investment banking); Sr. Management Team Olayan America, The Olayan Group (international investor/commercial/industrial); and Assistant Secretary for Management & Budget and Designated Chief Financial Officer, U.S. Department of Treasury |
165 | None | ||||
Robert C. Troccoli – 1949 Trustee |
2016 | Formerly: Adjunct Professor, University of Denver – Daniels College of Business; and Managing Partner, KPMG LLP | 165 | None | ||||
Daniel S. Vandivort –1954 Trustee |
2019 | President, Flyway Advisory Services LLC (consulting and property management) and Member, Investment Committee of Historic Charleston Foundation Formerly: President and Chief Investment Officer, previously Head of Fixed Income, Weiss Peck and Greer/Robeco Investment Management; Trustee and Chair, Weiss Peck and Greer Funds Board; and various capacities at CS First Boston including Head of Fixed Income at First Boston Asset Management. |
165 | Formerly: Trustee and Governance Chair, Oppenheimer Funds; Treasurer, Chairman of the Audit and Finance Committee, Huntington Disease Foundation of America | ||||
T-3 Invesco Pennsylvania Value Municipal Income Trust
Trustees and Officers
–
(continued)
Name, Year of Birth and Position(s) Held with the Trust |
Trustee and/or Officer Since |
Principal Occupation(s) During Past 5 Years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Directorship(s) Held by Trustee During Past 5 Years | ||||
Officers |
||||||||
| Glenn Brightman – 1972 President and Principal Executive Officer | 2023 | Chief Operating Officer, Americas, Invesco Ltd.; Senior Vice President, Invesco Advisers, Inc.; President and Principal Executive Officer, The Invesco Funds; Manager, Invesco Investment Advisers LLC. Formerly: Global Head of Finance, Invesco Ltd; Executive Vice President and Chief Financial Officer, Nuveen |
N/A | N/A | ||||
Melanie Ringold – 1975 Senior Vice President, Chief Legal Officer and Secretary |
2023 | Head of Legal of the Americas, Invesco Ltd.; Senior Vice President and Secretary, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Secretary, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Secretary, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.); Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Secretary, Invesco Investment Advisers LLC, Invesco Capital Markets, Inc.; Chief Legal Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Secretary and Vice President, Harbourview Asset Management Corporation; Secretary and Senior Vice President, OppenheimerFunds, Inc. and Invesco Managed Accounts, LLC; Secretary and Senior Vice President, Oppenheimer Acquisition Corp.; Secretary, SteelPath Funds Remediation LLC; and Secretary and Senior Vice President, Trinity Investment Management Corporation Formerly: Secretary and Senior Vice President, OFI SteelPath, Inc., Assistant Secretary, Invesco Distributors, Inc., Invesco Advisers, Inc., Invesco Investment Services, Inc., Invesco Capital Markets, Inc., Invesco Capital Management LLC and Invesco Investment Advisers LLC; and Assistant Secretary and Investment Vice President, Invesco Funds |
N/A | N/A | ||||
| Andrew R. Schlossberg – 1974 Senior Vice President | 2019 | Chief Executive Officer, President and Executive Director, Invesco Ltd.; Senior Vice President, The Invesco Funds; and Trustee, Invesco Foundation, Inc. Formerly: Senior Vice President, Invesco Group Services, Inc.;. Director and Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) (registered transfer agent); Head of the Americas and Senior Managing Director, Invesco Ltd.; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, President and Chairman, Invesco Insurance Agency, Inc.; Director, Invesco UK Limited; Director and Chief Executive, Invesco Asset Management Limited and Invesco Fund Managers Limited; Assistant Vice President, The Invesco Funds; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director and Chief Executive, Invesco Administration Services Limited and Invesco Global Investment Funds Limited; Director, Invesco Distributors, Inc.; Head of EMEA, Invesco Ltd.; President, Invesco Actively Managed Exchange-Traded Commodity Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II and Invesco India Exchange-Traded Fund Trust; and Managing Director and Principal Executive Officer, Invesco Capital Management LLC |
N/A | N/A | ||||
T-4 Invesco Pennsylvania Value Municipal Income Trust
Trustees and Officers
–
(continued)
Name, Year of Birth and Position(s) Held with the Trust |
Trustee and/or Officer Since |
Principal Occupation(s) During Past 5 Years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Directorship(s) Held by Trustee During Past 5 Years | ||||
Officers–(continued) |
||||||||
John M. Zerr – 1962 Senior Vice President |
2010 | Chief Operating Officer of the Americas; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Director and Vice President, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) Senior Vice President, The Invesco Funds; Managing Director, Invesco Capital Management LLC; Senior Vice President, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.); Manager, Invesco Specialized Products, LLC; Member, Invesco Canada Funds Advisory Board; Director, President and Chief Executive Officer, Invesco Corporate Class Inc. (corporate mutual fund company); Director, Chairman, President and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); President, Invesco, Inc.; President, Invesco Global Direct Real Estate Feeder GP Ltd.; President, Invesco IP Holdings (Canada) Ltd; President, Invesco Global Direct Real Estate GP Ltd.; President, Invesco Financial Services Ltd. / Services Financiers Invesco Ltée; and Director and Chairman, Invesco Trust Company Formerly: Manager, Invesco Indexing LLC; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); President, Trimark Investments Ltd/Services Financiers Invesco Ltee; Director and Senior Vice President, Invesco Insurance Agency, Inc.; Director and Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Secretary, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.); Chief Legal Officer and Secretary, The Invesco Funds; Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.); Chief Legal Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Secretary, Invesco Indexing LLC; Director, Secretary, General Counsel and Senior Vice President, Van Kampen Exchange Corp.; Director, Vice President and Secretary, IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Director and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.;Director and Secretary, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco AIM Advisers, Inc. and Van Kampen Investments Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco AIM Capital Management, Inc.; and Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser) |
N/A | N/A | ||||
Tony Wong – 1973 Senior Vice President |
2023 | Senior Managing Director, Invesco Ltd.; Director, Chairman, Chief Executive Officer and President, Invesco Advisers, Inc.; Director and Chairman, Invesco Private Capital, Inc., INVESCO Private Capital Investments, Inc. and INVESCO Realty, Inc.; Director, Invesco Senior Secured Management, Inc.; President, Invesco Managed Accounts, LLC and SNW Asset Management Corporation; and Senior Vice President, The Invesco Funds Formerly: Assistant Vice President, The Invesco Funds; and Vice President, Invesco Advisers, Inc. |
N/A | N/A | ||||
Stephanie C. Butcher – 1971 Senior Vice President |
2023 | Senior Managing Director, Invesco Ltd.; Senior Vice President, The Invesco Funds; Director and Chief Executive Officer, Invesco Asset Management Limited | N/A | N/A | ||||
Adrien Deberghes – 1967 Principal Financial Officer, Treasurer and Senior Vice President |
2020 | Head of the Fund Office of the CFO and Fund Administration; Vice President, Invesco Advisers, Inc.; Director, Invesco Trust Company; Principal Financial Officer, Treasurer and Senior Vice President, The Invesco Funds; Vice President, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust Formerly: Vice President, The Invesco Funds; Senior Vice President and Treasurer, Fidelity Investments |
N/A | N/A | ||||
Crissie M. Wisdom – 1969 Anti-Money Laundering Compliance Officer |
2013 | Anti-Money Laundering and OFAC Compliance Officer for Invesco U.S. entities including: Invesco Advisers, Inc. and its affiliates, Invesco Capital Markets, Inc., Invesco Distributors, Inc., Invesco Investment Services, Inc., The Invesco Funds, Invesco Capital Management, LLC, Invesco Trust Company; and Fraud Prevention Manager for Invesco Investment Services, Inc. | N/A | N/A |
T-5 Invesco Pennsylvania Value Municipal Income Trust
Trustees and Officers
–
(continued)
Name, Year of Birth and Position(s) Held with the Trust |
Trustee and/or Officer Since |
Principal Occupation(s) During Past 5 Years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Directorship(s) Held by Trustee During Past 5 Years | ||||
Officers–(continued) |
||||||||
Todd F. Kuehl – 1969 Chief Compliance Officer and Senior Vice President |
2020 | Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser); and Chief Compliance Officer and Senior Vice President, The Invesco Funds Formerly: Managing Director and Chief Compliance Officer, Legg Mason (Mutual Funds); Chief Compliance Officer, Legg Mason Private Portfolio Group (registered investment adviser) |
N/A | N/A | ||||
James Bordewick, Jr. – 1959 Senior Vice President and Senior Officer |
2022 | Senior Vice President and Senior Officer, The Invesco Funds Formerly: Chief Legal Officer, KingsCrowd, Inc. (research and analytical platform for investment in private capital markets); Chief Operating Officer and Head of Legal and Regulatory, Netcapital (private capital investment platform); Managing Director, General Counsel of asset management and Chief Compliance Officer for asset management and private banking, Bank of America Corporation; Chief Legal Officer, Columbia Funds and BofA Funds; Senior Vice President and Associate General Counsel, MFS Investment Management; Chief Legal Officer, MFS Funds; Associate, Ropes & Gray; and Associate, Gaston Snow & Ely Bartlett |
N/A | N/A |
Office of the Fund |
Investment Adviser |
Auditors |
Custodian | |||
| 1331 Spring Street NW, Suite 2500 Atlanta, GA 30309 | Invesco Advisers, Inc. 1331 Spring Street NW, Suite 2500 Atlanta, GA 30309 |
PricewaterhouseCoopers LLP 1000 Louisiana Street, Suite 5800 Houston, TX 77002-5021 |
State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110-2801 | |||
Counsel to the Fund |
Counsel to the Independent Trustees |
Transfer Agent |
||||
| Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103-7018 | Sidley Austin LLP 787 Seventh Avenue New York, NY 10019 |
Computershare Trust Company, N.A 250 Royall Street Canton, MA 02021 |
||||
T-6 Invesco Pennsylvania Value Municipal Income Trust
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Correspondence information
Send general correspondence to Computershare Trust Company, N.A., P.O. Box 43078, Providence, RI 02940-3078
Trust holdings and proxy voting information
The Trust provides a complete list of its portfolio holdings four times each fiscal year, at the end of each fiscal quarter. For the second and fourth quarters, the list appears, respectively, in the Trust’s semiannual and annual reports to shareholders. For the first and third quarters, the Trust files the list with the Securities and Exchange Commission (SEC) as an exhibit to its reports on Form
N-PORT.
The most recent list of portfolio holdings is available at invesco.com/us. Shareholders can also look up the Trust’s Form N-PORT
filings on the SEC website at sec.gov. The SEC file number for the Trust is shown below. 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/
corporate/about-us/esg.
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 most recent
12-month
period ended June 30 is available at invesco.com/proxysearch. The information is also available on the SEC website, sec.gov. | SEC file number(s): 811-07398 |
VK-CE-PAVMI-AR-1 |
(b) Not applicable.
| ITEM 2. | CODE OF ETHICS. |
There were no amendments to the Code of Ethics (the “Code”) that applies to the Registrant’s Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”) during the period covered by the report. The Registrant did not grant any waivers, including implicit waivers, from any provisions of the Code to the PEO or PFO during the period covered by this report.
| ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
The Board of Trustees has determined that the Registrant has at least one audit committee financial expert serving on its Audit Committee. The Audit Committee financial experts are Cynthia Hostetler, Anthony J. LaCava, Jr., Robert C. Troccoli and James Liddy. Cynthia Hostetler, Anthony J. LaCava, Jr., Robert C. Troccoli and James Liddy are “independent” within the meaning of that term as used in Form N-CSR.
| ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
(a) to (d)
Fees Billed by PwC Related to the Registrant
PricewaterhouseCoopers LLP (“PwC”), the Registrant’s independent registered public accounting firm, billed the Registrant aggregate fees for services rendered to the Registrant for the last two fiscal years as shown in the following table. The Audit Committee pre-approved all audit and non-audit services provided to the Registrant.
| Fees Billed for Services Rendered to the Registrant for fiscal year end 2024 |
Fees Billed for Services Rendered to the Registrant for fiscal year end 2023 |
|||||||
| Audit Fees |
$ | 51,470 | $ | 49,292 | ||||
| Audit-Related Fees |
$ | 0 | $ | 0 | ||||
| Tax Fees(1) |
$ | 14,598 | $ | 14,203 | ||||
| All Other Fees |
$ | 0 | $ | 0 | ||||
|
|
|
|
|
|||||
| Total Fees |
$ | 66,068 | $ | 63,495 | ||||
|
|
|
|
|
|||||
| (1) | Tax Fees for the fiscal years ended 2024 and 2023 includes fees billed for preparation of U.S. Tax Returns and Taxable Income calculations, including excise tax and year-to-date estimates for various book-to-tax differences. |
Fees Billed by PwC Related to Invesco and Affiliates
PwC billed Invesco Advisers, Inc. (“Invesco”), the Registrant’s investment adviser, and any entity controlling, controlled by or under common control with Invesco that provides ongoing services to the Registrant (“Affiliates”) aggregate fees for pre-approved non-audit services rendered to Invesco and Affiliates for the last two fiscal years as shown in the following table. The Audit Committee pre-approved all non-audit services provided to Invesco and Affiliates that were required to be pre-approved.
| Fees Billed for Non- Audit Services Rendered to Invesco and Invesco Affiliates for fiscal year end 2024 That Were Required to be Pre-Approved by the Registrant’s Audit Committee |
Fees Billed for Non-Audit Services Rendered to Invesco and Invesco Affiliates for fiscal year end 2023 That Were Required to be Pre-Approved by the Registrant’s Audit Committee |
|||||||
| Audit-Related Fees(1) |
$ | 1,094,000 | $ | 874,000 | ||||
| Tax Fees |
$ | 0 | $ | 0 | ||||
| All Other Fees |
$ | 0 | $ | 0 | ||||
|
|
|
|
|
|||||
| Total Fees |
$ | 1,094,000 | $ | 874,000 | ||||
|
|
|
|
|
|||||
| (1) | Audit-Related Fees for the fiscal years ended 2024 and 2023 include fees billed related to reviewing controls at a service organization. |
(e)(1)
PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES
POLICIES AND PROCEDURES
As adopted by the Audit Committees
of the Invesco Funds (the “Funds”)
Last Amended March 29, 2017
| I. | Statement of Principles |
The Audit Committees (the “Audit Committee”) of the Boards of Trustees of the Funds (the “Board”) have adopted these policies and procedures (the “Procedures”) with respect to the pre-approval of audit and non-audit services to be provided by the Funds’ independent auditor (the “Auditor”) to the Funds, and to the Funds’ investment adviser(s) and any entity controlling, controlled by, or under common control with the investment adviser(s) that provides ongoing services to the Funds (collectively, “Service Affiliates”).
Under Section 202 of the Sarbanes-Oxley Act of 2002, all audit and non-audit services provided to the Funds by the Auditor must be preapproved by the Audit Committee. Rule 2-01 of Regulation S-X requires that the Audit Committee also pre-approve a Service Affiliate’s engagement of the Auditor for non-audit services if the engagement relates directly to the operations and financial reporting of the Funds (a “Service Affiliate’s Covered Engagement”).
These Procedures set forth the procedures and the conditions pursuant to which the Audit Committee may pre-approve audit and non-audit services for the Funds and a Service Affiliate’s Covered Engagement pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”) and other organizations and regulatory bodies applicable to the Funds (“Applicable Rules”).1 They address both general pre-approvals without consideration of specific case-by-case services (“general pre-approvals”) and pre-approvals on a case-by-case basis (“specific pre-approvals”). Any services requiring pre-approval that are not within the scope of general pre-approvals hereunder are subject to specific pre-approval. These Procedures also address the delegation by the Audit Committee of pre-approval authority to the Audit Committee Chair or Vice Chair.
| II. | Pre-Approval of Fund Audit Services |
The annual Fund audit services engagement, including terms and fees, is subject to specific pre-approval by the Audit Committee. Audit services include the annual financial statement audit and other procedures required to be performed by an independent auditor to be able to form an opinion on the Funds’ financial statements. The Audit Committee will receive, review and consider sufficient information concerning a proposed Fund audit engagement to make a reasonable evaluation of the Auditor’s qualifications and independence. The Audit Committee will oversee the Fund audit services engagement as necessary, including approving any changes in terms, audit scope, conditions and fees.
In addition to approving the Fund audit services engagement at least annually and specifically approving any changes, the Audit Committee may generally or specifically pre-approve engagements for other audit services, which are those services that only an independent auditor reasonably can provide. Other audit services may include services associated with SEC registration statements, periodic reports and other documents filed with the SEC.
| III. | General and Specific Pre-Approval of Non-Audit Fund Services |
The Audit Committee will consider, at least annually, the list of General Pre-Approved Non-Audit Services which list may be terminated or modified at any time by the Audit Committee. To inform the Audit Committee’s review and approval of General Pre-Approved Non-Audit Services, the Funds’ Treasurer (or his or her designee) and Auditor shall provide such information regarding independence or other matters as the Audit Committee may request.
Any services or fee ranges that are not within the scope of General Pre-Approved Non-Audit Services have not received general pre-approval and require specific pre-approval. Each request for specific pre-approval by the Audit Committee for services to be provided by the Auditor to the Funds must be submitted to the Audit Committee by the Funds’ Treasurer (or his or her designee) and must include detailed information about the services to be provided, the fees or fee ranges to be charged, and other relevant information sufficient to allow the Audit Committee to consider whether to pre-approve such engagement, including evaluating whether the provision of such services will impair the independence of the Auditor and is otherwise consistent with Applicable Rules.
| IV. | Non-Audit Service Types |
The Audit Committee may provide either general or specific pre-approval of audit-related, tax or other services, each as described in more detail below.
| 1 | Applicable Rules include, for example, New York Stock Exchange (“NYSE”) rules applicable to closed-end funds managed by Invesco and listed on NYSE. |
| a. | 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 an 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; services related to mergers, acquisitions or dispositions; compliance with ratings agency requirements and interfund lending activities; and assistance with internal control reporting requirements.
| b. | 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 Committee will not approve proposed services of the Auditor which the Audit Committee believes are to be provided in connection with a service or transaction initially recommended by the Auditor, the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Audit Committee will consult with the Funds’ Treasurer (or his or her designee) and may consult with outside counsel or advisers as necessary to ensure the consistency of tax services rendered by the Auditor with the foregoing policy. The Auditor shall not represent any Fund or any Service Affiliate before a tax court, district court or federal court of claims.
Each request to provide tax services under either the general or specific pre-approval of the Audit Committee will include a description from the Auditor in writing of (i) the scope of the service, the fee structure for the engagement, and any side letter or other amendment to the engagement letter, or any other agreement (whether oral, written, or otherwise) between the Auditor and the Funds, relating to the service; and (ii) any compensation arrangement or other agreement, such as a referral agreement, a referral fee or fee-sharing arrangement, between the Auditor (or an affiliate of the Auditor) and any person (other than the Funds or Service Affiliates receiving the services) with respect to the promoting, marketing, or recommending of a transaction covered by the service. The Auditor will also discuss with the Audit Committee the potential effects of the services on the independence of the Auditor, and document the substance of its discussion with the Audit Committee.
| c. | Other Services |
The Audit Committee may pre-approve other non-audit services so long as the Audit Committee believes that the service will not impair the independence of the Auditor. Appendix I includes a list of services that the Auditor is prohibited from performing by the SEC rules. Appendix I also includes a list of services that would impair the Auditor’s independence unless the Audit Committee reasonably concludes that the results of the services will not be subject to audit procedures during an audit of the Funds’ financial statements.
| V. | Pre-Approval of Service Affiliate’s Covered Engagements |
Rule 2-01 of Regulation S-X requires that the Audit Committee pre-approve a Service Affiliate’s engagement of the Auditor for non-audit services if the engagement relates directly to the operations and financial reporting of the Funds, defined above as a “Service Affiliate’s Covered Engagement”.
The Audit Committee may provide either general or specific pre-approval of any Service Affiliate’s Covered Engagement, including for audit-related, tax or other services, as described above, if the Audit Committee believes that the provision of the services to a Service Affiliate will not impair the independence
of the Auditor with respect to the Funds. Any Service Affiliate’s Covered Engagements that are not within the scope of General Pre-Approved Non-Audit Services have not received general pre-approval and require specific pre-approval.
Each request for specific pre-approval by the Audit Committee of a Service Affiliate’s Covered Engagement must be submitted to the Audit Committee by the Funds’ Treasurer (or his or her designee) and must include detailed information about the services to be provided, the fees or fee ranges to be charged, a description of the current status of the pre-approval process involving other audit committees in the Invesco investment company complex (as defined in Rule 2-201 of Regulation S-X) with respect to the proposed engagement, and other relevant information sufficient to allow the Audit Committee to consider whether the provision of such services will impair the independence of the Auditor from the Funds. Additionally, the Funds’ Treasurer (or his or her designee) and the Auditor will provide the Audit Committee with a statement that the proposed engagement requires pre-approval by the Audit Committee, the proposed engagement, in their view, will not impair the independence of the Auditor and is consistent with Applicable Rules, and the description of the proposed engagement provided to the Audit Committee is consistent with that presented to or approved by the Invesco audit committee.
Information about all Service Affiliate engagements of the Auditor for non-audit services, whether or not subject to pre-approval by the Audit Committee, shall be provided to the Audit Committee at least quarterly, to allow the Audit Committee to consider whether the provision of such services is compatible with maintaining the Auditor’s independence from the Funds. The Funds’ Treasurer and Auditor shall provide the Audit Committee with sufficiently detailed information about the scope of services provided and the fees for such services, to ensure that the Audit Committee can adequately consider whether the provision of such services is compatible with maintaining the Auditor’s independence from the Fund.
| VI. | Pre-Approved Fee Levels or Established Amounts |
Pre-approved fee levels or ranges for audit and non-audit services to be provided by the Auditor to the Funds, and for a Service Affiliate’s Covered Engagement, under general pre-approval or specific pre-approval will be set periodically by the Audit Committee. Any proposed fees exceeding 110% of the maximum pre-approved fee levels or ranges for such services or engagements will be promptly presented to the Audit Committee and will require specific pre-approval by the Audit Committee before payment of any additional fees is made.
| VII. | Delegation |
The Audit Committee hereby delegates, subject to the dollar limitations set forth below, specific authority to its Chair, or in his or her absence, Vice Chair, to pre-approve audit and non-audit services proposed to be provided by the Auditor to the Funds and/or a Service Affiliate’s Covered Engagement, between Audit Committee meetings. Such delegation does not preclude the Chair or Vice Chair from declining, on a case-by-case basis, to exercise his or her delegated authority and instead convening the Audit Committee to consider and pre-approve any proposed services or engagements.
Notwithstanding the foregoing, the Audit Committee must pre-approve: (a) any non-audit services to be provided to the Funds for which the fees are estimated to exceed $500,000; (b) any Service Affiliate’s Covered Engagement for which the fees are estimated to exceed $500,000; or (c) any cost increase to any previously approved service or engagement that exceeds the greater of $250,000 or 50% of the previously approved fees up to a maximum increase of $500,000.
| VIII. | Compliance with Procedures |
Notwithstanding anything herein to the contrary, failure to pre-approve any services or engagements that are not required to be pre-approved pursuant to the de minimis exception provided for in Rule 2-01(c)(7)(i)(C) of Regulation S-X shall not constitute a violation of these Procedures. The Audit Committee has designated the Funds’ Treasurer to ensure services and engagements are pre-approved in compliance with these Procedures. The Funds’ Treasurer will immediately report to the Chair of the Audit Committee, or the Vice Chair in his or her absence, any breach of these Procedures that comes to the attention of the Funds’ Treasurer or any services or engagements that are not required to be pre-approved pursuant to the de minimis exception provided for in Rule 2-01(c)(7)(i)(C) of Regulation S-X.
On at least an annual basis, the Auditor will provide the Audit Committee with a summary of all non-audit services provided to any entity in the investment company complex (as defined in section 2-01(f)(14) of Regulation S-X, including the Funds and Service Affiliates) that were not pre-approved, including the nature of services provided and the associated fees.
| IX. | Amendments to Procedures |
All material amendments to these Procedures must be approved in advance by the Audit Committee. Non-material amendments to these Procedures may be made by the Legal and Compliance Departments and will be reported to the Audit Committee at the next regularly scheduled meeting of the Audit Committee.
Appendix I
Non-Audit Services That May Impair the Auditor’s Independence
The Auditor is not independent if, at any point during the audit and professional engagement, the Auditor provides the following 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; and |
| • | Any other service that the Public Company Oversight Board determines by regulation is impermissible. |
An Auditor is not independent if, at any point during the audit and professional engagement, the Auditor provides the following non-audit services unless it is reasonable to conclude that the results of the services will not be subject to audit procedures during an audit of the Funds’ 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; and |
| • | Internal audit outsourcing services. |
(e)(2) There were no amounts that were pre-approved by the Audit Committee pursuant to the de minimis exception under Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) In addition to the amounts shown in the tables above, PwC billed Invesco and Invesco Affiliates aggregate fees of $6,510,000 for the fiscal year ended February 29, 2024 and $7,376,000 for the fiscal year ended February 28, 2023. In total, PwC billed the Registrant, Invesco and Invesco Affiliates aggregate non-audit fees of $7,618,598 for the fiscal year ended February 29, 2024 and $8,264,203 for the fiscal year ended February 28, 2023.
PwC provided audit services to the Investment Company complex of approximately $33 million.
(h) The Audit Committee also has considered whether the provision of non-audit services that were rendered to Invesco and Invesco Affiliates that were not required to be pre-approved pursuant to SEC regulations, if any, is compatible with maintaining PwC’s independence.
(i) Not Applicable.
(j) Not Applicable.
| ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
Not applicable.
| ITEM 6. | SCHEDULE OF INVESTMENTS. |
Investments in securities of unaffiliated issuers is included as part of the reports to stockholders filed under Item 1 of this Form.
| ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Table of Contents
| |
|
|
| I. |
Introduction |
3 |
| |
A. Our Approach to Proxy Voting |
3 |
| |
B. Applicability of Policy |
3 |
| |
|
|
| II. |
Global Proxy Voting Operational Procedures |
4 |
| |
A. Oversight and Governance |
4 |
| |
B. The Proxy Voting Process |
4 |
| |
C. Retention and Oversight of Proxy Service Providers |
5 |
| |
D. Disclosures and Recordkeeping |
5 |
| |
E. Market and Operational Limitations |
6 |
| |
F. Securities Lending |
7 |
| |
G. Conflicts of Interest |
7 |
| |
H. Review of Policy |
8 |
| |
|
|
| III. |
Our Good Governance Principles |
9 |
| |
A. Transparency |
9 |
| |
B. Accountability |
10 |
| |
C. Board Composition and Effectiveness |
12 |
| |
D. Long-Term Stewardship of Capital |
13 |
| |
E. Environmental, Social and Governance Risk Oversight |
14 |
| |
F. Executive Compensation and Alignment |
15 |
| |
|
|
| |
Exhibit A |
17 |
2
I.
Introduction
Invesco Ltd. and its wholly owned investment adviser subsidiaries (collectively, “Invesco”, the “Company”, “our” or “we”) have adopted and implemented this Policy Statement on Global Corporate Governance and Proxy Voting (“Global Proxy Voting Policy” or “Policy”), which we believe describe policies and procedures reasonably designed to ensure proxy voting matters are conducted in the best interests of our clients.
A.
Our Approach to Proxy Voting
Invesco understands proxy voting is an integral aspect of the investment management services it provides to clients. As an investment adviser, Invesco has a fiduciary duty to act in the best interests of our clients. Where Invesco has been delegated the authority to vote proxies with respect to securities held in client portfolios, we exercise such authority in the manner we believe best serves the interests of our clients and their investment objectives. We recognize that proxy voting is an important tool that enables us to drive shareholder value.
A summary of our global operational procedures and governance structure is included in Part II of this Policy. Invesco’s good governance principles, which are included in Part III of this Policy, and our internal proxy voting guidelines are both principles and rules-based and cover topics that typically appear on voting ballots. Invesco’s portfolio management teams retain ultimate authority to vote proxies. Given the complexity of proxy issues across our clients’ holdings globally, our investment teams consider many factors when determining how to cast votes. We seek to evaluate and make voting decisions that favor proxy proposals and governance practices that, in our view, promote long-term shareholder value.
B.
Applicability of Policy
Invesco’s portfolio management teams vote proxies on behalf of Invesco-sponsored funds and both fund and non-fund advisory clients that have explicitly granted Invesco authority in writing to vote proxies on their behalf. In the case of institutional or sub-advised clients, Invesco will vote the proxies in accordance with this Policy unless the client agreement specifies that the client retains the right to vote or has designated a named fiduciary to direct voting.
This Policy is implemented by all entities listed in Exhibit A, except as noted below. Due to regional or asset class-specific considerations, certain entities may have local proxy voting guidelines or policies and procedures that differ from this Policy. In the event local policies and this Policy differ, the local policy will apply. These entities subject to local policies are listed in Exhibit A and include: Invesco Asset Management (Japan) Limited, Invesco Asset Management (India) Pvt. Ltd, Invesco Taiwan Ltd, Invesco Real Estate Management S.a.r.l and Invesco Capital Markets, Inc. for Invesco Unit Investment Trusts.
Where our passively managed strategies and certain other client accounts managed in accordance with fixed income, money market and index strategies (including exchange-traded funds) (referred to as “passively managed accounts”) hold the same investments as our actively managed equity funds, voting decisions with respect to those accounts generally follow the voting decisions made by the largest active holder of the equity shares. Invesco refers to this approach as “Majority Voting.” This process of Majority Voting seeks to ensure that our passively managed accounts benefit from the engagement and deep dialogue of our active investment teams, which Invesco believes benefits shareholders in passively managed accounts. Invesco will generally apply the majority holder’s vote instruction to these passively managed accounts. Where securities are held only in passively managed accounts and not owned in our actively managed accounts, the proxy will be generally voted in line with this Policy and internal proxy voting guidelines. Notwithstanding the above, portfolio management teams of our passively managed accounts retain full discretion over proxy voting decisions and may determine it appropriate to individually evaluate a specific proxy proposal or override Majority Voting and vote the shares as they determine to be in the best interest of those accounts, absent certain types of conflicts of interest, which are discussed elsewhere in the Policy. To the extent our portfolio management teams believe a specific proxy proposal requires enhanced analysis or if it is not covered by the Policy or internal guidelines, our portfolio management teams will evaluate such proposal and execute the voting decision.
3
II.
Global Proxy Voting Operational Procedures
Invesco’s global proxy voting operational procedures (the “Procedures”) are in place to implement the provisions of this Policy. Invesco aims to vote all proxies where we have been granted voting authority in accordance with this Policy, as implemented by the Procedures outlined in this Section II. It is the responsibility of Invesco’s Proxy Voting and Governance team to maintain and facilitate the review of the Procedures annually.
A.
Oversight and Governance
Oversight of the proxy voting process is provided by the Proxy Voting and Governance team and the Global Invesco Proxy Advisory Committee (“Global IPAC”). For some clients, third parties (e.g., U.S. fund boards) and internal sub-committees also provide oversight of the proxy voting process.
Guided by its philosophy that investment teams should manage proxy voting, Invesco has created the Global IPAC. The Global IPAC is an investments-driven committee comprised of representatives from various investment management teams globally and Invesco’s Global Head of ESG and is chaired by its Director of Proxy Voting and Governance. Representatives from Invesco’s Legal and Compliance, Risk and Government Affairs departments may also participate in Global IPAC meetings. The Global IPAC provides a forum for investment teams, in accordance with this Policy, to:
•
monitor, understand and discuss key proxy issues and voting trends within the Invesco complex;
•
assist Invesco in meeting regulatory obligations;
•
review votes not aligned with our good governance principles; and
•
consider conflicts of interest in the proxy voting process.
In fulfilling its responsibilities, the Global IPAC meets as necessary, but no less than semi-annually, and has the following responsibilities and functions: (i) acts as a key liaison between the Proxy Voting and Governance team and portfolio management teams to ensure compliance with this Policy; (ii) provides insight on market trends as it relates to stewardship practices; (iii) monitors proxy votes that present potential conflicts of interest; and (iv) reviews and provides input, at least annually, on this Policy and related internal procedures and recommends any changes to the Policy based on, but not limited to, Invesco’s experience, evolving industry practices, or developments in applicable laws or regulations. In addition, when necessary, the Global IPAC Conflict of Interest Sub-committee makes voting decisions on proxies that require an override of the Policy due to an actual or perceived conflict of interest; the Global IPAC reviews any such voting decisions.
B.
The Proxy Voting Process
At Invesco, investment teams execute voting decisions through our proprietary voting platform and are supported by the Proxy Voting and Governance team and a dedicated technology team. Invesco’s proprietary voting platform streamlines the proxy voting process by providing our global investment teams with direct access to proxy meeting materials including ballots, Invesco’s internal proxy voting guidelines and recommendations, as well as proxy research and vote recommendations issued by Proxy Service Providers (as such term is defined below). Votes executed on Invesco’s proprietary voting platform are transmitted to our proxy voting agent electronically and are then delivered to the respective designee for tabulation.
Invesco’s Proxy Voting and Governance team monitors whether we have received proxy ballots for shareholder meetings in which we are entitled to vote. This involves coordination among various parties in the proxy voting ecosystem, such as our proxy voting agent, custodians and ballot distributors. If necessary, we may choose to escalate a matter to facilitate our ability to exercise our right to vote.
Our proprietary systems facilitate internal control and oversight of the voting process. To facilitate the casting of votes in an efficient manner, Invesco may choose to pre-populate and leverage the capabilities of these proprietary systems to automatically submit votes based on its internal proxy voting
4
guidelines and in circumstances where Majority Voting, share blocking (as defined below) or proportional voting applies. If necessary, votes may be cast by Invesco or via the Proxy Service Providers Web platform at our direction.
C.
Retention and Oversight of Proxy Service Providers
Invesco has retained two independent third party proxy voting service providers to provide proxy support globally: Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis (“GL”). In addition to ISS and GL, Invesco may retain certain local proxy service providers to access regionally specific research (collectively with ISS and GL, “Proxy Service Providers”). The services may include one or more of the following: providing a comprehensive analysis of each voting item and interpretations of each based on Invesco’s internally developed proxy voting guidelines; and providing assistance with the administration of the proxy process and certain proxy voting-related functions, including, but not limited to, operational, reporting and recordkeeping services.
While Invesco may take into consideration the information and recommendations provided by the Proxy Service Providers, including based upon Invesco’s internal proxy voting guidelines and recommendations provided to such Proxy Service Providers, Invesco’s portfolio management teams retain full and independent discretion with respect to proxy voting decisions.
Updates to previously issued proxy research reports and recommendations may be provided to incorporate newly available information or additional disclosure provided by the issuer regarding a matter to be voted on, or to correct factual errors that may result in the issuance of revised proxy vote recommendations. Invesco’s Proxy Voting and Governance team periodically monitors for these research alerts issued by Proxy Service Providers that are shared with our portfolio management teams.
Invesco performs extensive initial and ongoing due diligence on the Proxy Service Providers it engages globally. Invesco conducts annual due diligence meetings as part of its ongoing oversight of Proxy Service Providers. The topics included in these annual due diligence reviews include material changes in service levels, leadership and control, conflicts of interest, methodologies for formulating vote recommendations, operations, and research personnel, among other things. In addition, Invesco monitors and communicates with these firms throughout the year and monitors their compliance with Invesco’s performance and policy standards.
As part of our annual policy development process, Invesco may engage with other external proxy and governance experts to understand market trends and developments. These meetings provide Invesco with an opportunity to assess the Proxy Service Providers’ capabilities, conflicts of interest and service levels, as well as provide investment professionals with direct insight into the Proxy Service Providers’ stances on key corporate governance and proxy topics and their policy framework/methodologies.
Invesco completes a review of the System and Organizational Controls (“SOC”) Reports for Proxy Service Providers to confirm the related controls operated effectively to provide reasonable assurance.
D.
Disclosures and Recordkeeping
Unless otherwise required by local or regional requirements, Invesco maintains voting records for at least seven (7) years. Invesco makes its proxy voting records publicly available in compliance with regulatory requirements and industry best practices in the regions below:
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In accordance with the U.S. Securities and Exchange Commission regulations, Invesco will file a record of all proxy voting activity for the prior 12 months ending June 30th for each U.S. registered fund. In addition, Invesco, as an institutional manager that is required to file Form 13F, will file a record of its votes on certain executive compensation (“say on pay”) matters. These fund proxy voting filings and institutional manager say on pay voting filings will generally be made on or before August 31st of each year. Each year, the proxy voting records for each U.S. registered fund are made available on Invesco’s website here. Moreover, and to the extent applicable, the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including Department of Labor regulations and guidance thereunder, provide that the named
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fiduciary generally should be able to review not only the investment adviser’s voting procedure with respect to plan-owned stock, but also to review the actions taken in individual proxy voting situations. In the case of institutional and sub-advised clients, clients may contact their client service representative to request information about how Invesco voted proxies on their behalf. Absent specific contractual guidelines, such requests may be made on a semi-annual basis.
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In the UK and Europe, Invesco publicly discloses our proxy votes monthly in compliance with the UK Stewardship Code and for the European Shareholder Rights Directive annually here.
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In Canada, Invesco publicly discloses our annual proxy votes each year here by August 31st, covering the 12-month period ending June 30th in compliance with the National Instrument 81-106 Investment Fund Continuous Disclosure.
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In Japan, Invesco publicly discloses our proxy votes annually in compliance with the Japan Stewardship Code here.
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In India, Invesco publicly discloses our proxy votes quarterly here in compliance with The Securities and Exchange Board of India (“SEBI”) Circular on stewardship code for all Mutual Funds and all categories of Alternative Investment Funds in relation to their investment in listed equities. SEBI has implemented principles on voting for Mutual Funds through circulars dated March 15, 2010, March 24, 2014 and March 5, 2021, which prescribed detailed mandatory requirements for Mutual Funds in India to disclose their voting policies and actual voting by Mutual Funds on different resolutions of investee companies.
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In Hong Kong, Invesco Hong Kong Limited will provide proxy voting records upon request in compliance with the Securities and Futures Commission (“SFC”) Principles of Responsible Ownership.
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In Taiwan, Invesco publicly discloses our proxy voting policy and proxy votes annually in compliance with Taiwan’s Stewardship Principles for Institutional Investors here.
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In Australia, Invesco publicly discloses a summary of its proxy voting record annually here.
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In Singapore, Invesco Asset Management Singapore Ltd. will provide proxy voting records upon request in compliance with the Singapore Stewardship Principles for Responsible Investors.
Invesco may engage Proxy Service Providers to make available or maintain certain required proxy voting records in accordance with the above stated applicable regulations. Separately managed account clients that have authorized Invesco to vote proxies on their behalf will receive proxy voting information with respect to those accounts upon request. Certain other clients may obtain information about how we voted proxies on their behalf by contacting their client service representative or advisor. Invesco does not publicly pre-disclose voting intentions in advance of shareholder meetings.
E.
Market and Operational Limitations
In the great majority of instances, Invesco will vote proxies. However, in certain circumstances, Invesco may refrain from voting where the economic or other opportunity costs of voting exceed any benefit to clients. Moreover, ERISA fiduciaries, in voting proxies or exercising other shareholder rights, must not subordinate the economic interests of plan participants and beneficiaries to unrelated objectives. These matters are left to the discretion of the relevant portfolio manager. Such circumstances could include, for example:
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Certain countries impose temporary trading restrictions, a practice known as “share blocking.” This means that once the shares have been voted, the shareholder does not have the ability to sell the shares for a certain period of time, usually until the day after the conclusion of the shareholder meeting. Invesco generally refrains from voting proxies at companies where share blocking applies. In some instances, Invesco may determine that the benefit to the client(s) of voting a specific proxy outweighs the client’s temporary inability to sell the shares.
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Some companies require a representative to attend meetings in person to vote a proxy, or submit additional documentation or the disclosure of beneficial owner details to vote. Invesco may determine that the costs of sending a representative or submitting additional documentation or disclosures outweigh the benefit of voting a particular proxy.
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Invesco may not receive proxy materials from the relevant fund or client custodian with sufficient time and information to make an informed independent voting decision.
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Invesco held shares on the record date but has sold them prior to the meeting date.
In some non-U.S. jurisdictions, although Invesco uses reasonable efforts to vote a proxy, proxies may not be accepted or may be rejected due to changes in the agenda for a shareholder meeting for which Invesco does not have sufficient notice, due to a proxy voting service not being offered by the custodian in the local market or due to operational issues experienced by third parties involved in the process or by the issuer or sub-custodian. In addition, despite the best efforts of Invesco and its proxy voting agent, there may be instances where our votes may not be received or properly tabulated by an issuer or the issuer’s agent. Invesco will generally endeavor to vote and maintain any paper ballots received provided they are delivered in a timely manner ahead of the vote deadline.
F.
Securities Lending
Invesco’s funds may participate in a securities lending program. In circumstances where funds’ shares are on loan, the voting rights of those shares are transferred to the borrower. If the security in question is on loan as part of a securities lending program, Invesco may determine that the vote is material to the investment and therefore, the benefit to the client of voting a particular proxy outweighs the economic benefits of securities lending. In those instances, Invesco may determine to recall securities that are on loan prior to the meeting record date, so that we will be entitled to vote those shares. For example, for certain actively managed funds, the lending agent has standing instructions to systematically recall all securities on loan for Invesco to vote the proxies on those previously loaned shares. There may be instances where Invesco may be unable to recall shares or may choose not to recall shares. Such circumstances may include instances when Invesco does not receive timely notice of the meeting, or when Invesco deems the opportunity for a fund to generate securities lending revenue to outweigh the benefits of voting at a specific meeting. The relevant portfolio manager will make these determinations.
G.
Conflicts of Interest
There may be occasions where voting proxies may present a perceived or actual conflict of interest between Invesco, as investment adviser, and one or more of Invesco’s clients or vendors.
Firm-Level Conflicts of Interest
A conflict of interest may exist if Invesco has a material business relationship with either the company soliciting a 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. Such relationships may include, among others, a client relationship, serving as a vendor whose products / services are material or significant to Invesco, serving as a distributor of Invesco’s products, or serving as a significant research provider or broker to Invesco.
Invesco identifies potential conflicts of interest based on a variety of factors, including but not limited to the materiality of the relationship between the issuer or its affiliates to Invesco.
Material firm-level conflicts of interests are identified by individuals and groups within Invesco globally based on criteria established by the Proxy Voting and Governance team. These criteria are monitored and updated periodically by the Proxy Voting and Governance team so up-to-date information is available when conducting conflicts checks. Operating procedures and associated governance are designed to seek to ensure conflicts of interest are appropriately considered ahead of voting proxies. The Global IPAC Conflict of Interest Sub-committee maintains oversight of the process. Companies identified as conflicted will be voted in line with the principles below as implemented by Invesco’s
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internal proxy voting guidelines. To the extent a portfolio manager disagrees with the Policy, our processes and procedures seek to ensure that justifications and rationales are fully documented and presented to the Global IPAC Conflict of Interest Sub-committee for approval by a majority vote.
As an additional safeguard, persons from Invesco’s marketing, distribution and other customer-facing functions may not serve on the Global IPAC. For the avoidance of doubt, Invesco may not consider Invesco Ltd.’s pecuniary interest when voting proxies on behalf of clients. To avoid any appearance of a conflict of interest, Invesco will not vote proxies issued by Invesco Ltd. that are held in client accounts.
Personal Conflicts of Interest
A conflict also may exist where an Invesco employee has a known personal or business relationship with other proponents of proxy proposals, participants in proxy contests, corporate directors, or candidates for directorships. Under Invesco’s Global Code of Conduct, Invesco entities and individuals must act in the best interests of clients and must avoid any situation that gives rise to an actual or perceived conflict of interest.
All Invesco personnel with proxy voting responsibilities are required to report any known personal or business conflicts of interest regarding proxy issues with which they are involved. In such instances, the individual(s) with the conflict will be excluded from the decision-making process relating to such issues.
Voting Funds of Funds
There may be conflicts that arise from Invesco voting on matters when shares of Invesco-sponsored funds are held by other Invesco funds or entities. The scenarios below set out examples of how Invesco votes in these instances:
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When required by law or regulation, shares of an Invesco fund held by other Invesco funds will be voted in the same proportion as the votes of external shareholders of the underlying fund. If such proportional voting is not operationally possible, Invesco will not vote the shares.
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When required by law or regulation, shares of an unaffiliated registered fund held by one or more Invesco funds will be voted in the same proportion as the votes of external shareholders of the underlying fund. If such proportional voting is not operationally possible, Invesco will not vote the shares.
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For U.S. funds of funds where proportional voting is not required by law or regulation, shares of Invesco funds will be voted in the same proportion as the votes of external shareholders of the underlying fund. If such proportional voting is not operationally possible, Invesco will vote in line with our internally developed voting guidelines.
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Non-U.S. funds of funds will not be voted proportionally. The applicable Invesco entity will vote in line with its local policies, as indicated in Exhibit A. If no local policies exist, Invesco will vote non-U.S. funds of funds in line with the firm level conflicts of interest process described above.
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Where client accounts are invested directly in shares issued by Invesco affiliates and Invesco has proxy voting authority, shares will be voted proportionally in line with non-affiliated holders. If proportional voting is not possible, the shares will be voted in line with a Proxy Service Provider’s recommendation.
H.
Review of Policy
It is the responsibility of the Global IPAC to review this Policy and the internal proxy voting guidelines annually to consider whether any changes are warranted. This annual review seeks to ensure this Policy and the internal proxy voting guidelines remain consistent with clients’ best interests, regulatory requirements, local market standards and best practices. Further, this Policy and our internal proxy voting guidelines are reviewed at least annually by various departments within Invesco to seek to ensure that they remain consistent with Invesco’s views on best practice in corporate governance and long-term investment stewardship.
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III.
Our Good Governance Principles
Invesco’s good governance principles outline our views on best practice in corporate governance and long-term investment stewardship. These principles have been developed by our global investment teams in collaboration with the Proxy Voting and Governance team and various departments internally. The broad philosophy and guiding principles in this section inform our approach to long-term investment stewardship and proxy voting. The principles and positions reflected in this Policy are designed to guide Invesco’s investment professionals in voting proxies; they are not intended to be exhaustive or prescriptive.
Our portfolio management teams retain full discretion on vote execution in the context of our good governance principles and internal proxy voting guidelines, except where otherwise specified in this Policy. The final voting decisions may consider the unique circumstances affecting companies, regional best practices and any dialogue we have had with company management. As a result, different portfolio management teams may vote differently on particular proxy votes for the same company. To the extent portfolio management teams choose to vote a proxy in a way that is not aligned with the principles below, such manager’s rationales are fully documented.
When evaluating proxy issues and determining how to cast our votes, Invesco’s portfolio management teams may engage with companies in advance of shareholder meetings, and throughout the year. These meetings can be joint efforts between our global investment professionals.
The following guiding principles apply to proxy voting with respect to operating companies. We apply a separate approach to open-end and closed-end investment companies and unit investment trusts. Where appropriate, these guidelines may be supplemented by additional internal guidance that considers regional variations in best practices, company disclosure and region-specific voting items. Invesco may vote on proposals not specifically addressed by these principles based on an evaluation of a proposal’s likelihood to enhance long-term shareholder value.
Our good governance principles are divided into six key themes that Invesco endorses:
A.
Transparency
We expect companies to provide accurate, timely and complete information that enables investors to make informed investment decisions and effectively carry out their stewardship activities. Invesco supports the highest standards in corporate transparency and believes that these disclosures should be made available ahead of the voting deadlines for the Annual General Meeting or Extraordinary General Meeting to allow for timely review and decision-making.
Financial reporting: Company accounts and reporting must accurately reflect the underlying economic position of a company. Arrangements that may constitute an actual or perceived conflict with this objective should be avoided.
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We will generally support proposals to accept the annual financial statements, statutory accounts and similar proposals unless these reports are not presented in a timely manner or significant issues are identified regarding the integrity of these disclosures.
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We will generally vote against the incumbent audit committee chair, or nearest equivalent, where the non-audit fees paid to the independent auditor exceed audit fees for two consecutive years or other problematic accounting practices are identified such as fraud, misapplication of audit standards or persistent material weaknesses/deficiencies in internal controls over financial reporting.
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We will generally not support the ratification of the independent auditor and/or ratification of their fees payable if non-audit fees exceed audit and audit related fees or if there are significant auditing controversies or questions regarding the independence of the external auditor. We will consider an auditor’s length of service as a company’s independent auditor in applying this policy.
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B.
Accountability
Robust shareholder rights and strong board oversight help ensure that management adhere to the highest standards of ethical conduct, are held to account for poor performance and responsibly deliver value creation for stakeholders over the long-term. We therefore encourage companies to adopt governance features that ensure board and management accountability. In particular, we consider the following as key mechanisms for enhancing accountability to investors:
One share one vote: Voting rights are an important tool for investors to hold boards and management teams accountable. Unequal voting rights may limit the ability of investors to exercise their stewardship obligations.
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We generally do not support proposals that establish or perpetuate dual classes of voting shares, double voting rights or other means of differentiated voting or disproportionate board nomination rights.
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We generally support proposals to decommission differentiated voting rights.
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Where unequal voting rights are established, we expect these to be accompanied by reasonable safeguards to protect minority shareholders’ interests.
Anti-takeover devices: Mechanisms designed to prevent or unduly delay takeover attempts may unduly limit the accountability of boards and management teams to shareholders.
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We generally will not support proposals to adopt antitakeover devices such as poison pills. Exceptions may be warranted at entities without significant operations and to preserve the value of net operating losses carried forward or where the applicability of the pill is limited in scope and duration.
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In addition, we will generally not support capital authorizations or amendments to corporate articles or bylaws at operating companies that may be utilized for antitakeover purposes, for example, the authorization of classes of shares of preferred stock with unspecified voting, dividend, conversion or other rights (“blank check” authorizations).
Shareholder rights: We support the rights of shareholders to hold boards and management teams accountable for company performance. We generally support best practice aligned proposals to enhance shareholder rights, including but not limited to the following:
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Adoption of proxy access rights
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Rights to call special meetings
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Rights to act by written consent
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Reduce supermajority vote requirements
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Remove antitakeover provisions
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Requirement that directors are elected by a majority vote
In addition, we oppose practices that limit shareholders’ ability to express their views at a general meeting such as bundling unrelated proposals or several significant article or bylaw amendments into a single voting item. We will generally vote against these proposals unless we are satisfied that all the underlying components are aligned with our views on best practice. We may make exceptions to this policy for non-operating companies (e.g., open-end and closed-end investment companies).
Director Indemnification: Invesco recognizes that individuals may be reluctant to serve as corporate directors if they are personally liable for all related lawsuits and legal costs. As a result, reasonable limitations on directors’ liability can benefit a company and its shareholders by helping to attract and retain qualified directors while preserving recourse for shareholders in the event of misconduct by directors. Accordingly, unless there is insufficient information to make a decision about the nature of the
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proposal, Invesco will generally support proposals to limit directors’ liability and provide indemnification and/or exculpation, provided that the arrangements are reasonably limited in scope to directors acting in good faith and, in relation to criminal matters, limited in scope to directors having reasonable grounds for believing the conduct was lawful.
Responsiveness: Boards should respond to investor concerns in a timely fashion, including reasonable requests to engage with company representatives regarding such concerns, and address matters that receive significant voting dissent at general meetings of shareholders.
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We will generally vote against the incumbent chair of the governance committee, or nearest equivalent, in cases where the board has not adequately responded to items receiving significant voting opposition from shareholders at an annual or extraordinary general meeting.
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We will generally vote against the incumbent chair of the governance committee, or nearest equivalent, where the board has not adequately responded to a shareholder proposal which has received significant support from shareholders.
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We will generally vote against the incumbent chair of the compensation committee, or nearest equivalent, if there are significant ongoing concerns with a company’s compensation practices that have not been addressed by the committee or egregious concerns with the company’s compensation practices for two years consecutively.
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We will generally vote against the incumbent compensation committee chair, or nearest equivalent, where there are ongoing concerns with a company’s compensation practices and there is no opportunity to express dissatisfaction by voting against an advisory vote on executive compensation, remuneration report (or policy) or nearest equivalent.
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Where a company has not adequately responded to engagement requests from Invesco or satisfactorily addressed issues of concern, we may oppose director nominations, including, but not limited to, nominations for the lead independent director and/or committee chairs.
Virtual shareholder meetings: Companies should hold their annual or special shareholder meetings in a manner that best serves the needs of its shareholders and the company. Shareholders should have an opportunity to participate in such meetings. Shareholder meetings provide an important mechanism by which shareholders provide feedback or raise concerns without undue censorship and hear from the board and management.
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We will generally support management proposals seeking to allow for the convening of hybrid shareholder meetings (allowing shareholders the option to attend and participate either in person or through a virtual platform).
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Management or shareholder proposals that seek to authorize the company to hold virtual-only meetings (held entirely through virtual platform with no corresponding in-person physical meeting) will be assessed on a case-by-case basis. Companies have a responsibility to provide strong justification and establish safeguards to preserve comparable rights and opportunities for shareholders to participate virtually as they would have during an in-person meeting. Invesco will consider, among other things, a company’s practices, jurisdiction and disclosure, including the items set forth below:
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meeting procedures and requirements are disclosed in advance of a meeting detailing the rationale for eliminating the in-person meeting;
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clear and comprehensive description of which shareholders are qualified to participate, how shareholders can join the virtual-only meeting, how and when shareholders submit and ask questions either in advance of or during the meeting;
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disclosure regarding procedures for questions received during the meeting, but not answered due to time or other restrictions; and
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iv.
description of how shareholder rights will be protected in a virtual-only meeting format including the ability to vote shares during the time the polls are open.
C.
Board Composition and Effectiveness
Director election process: Board members should generally stand for election annually and individually.
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We will generally support proposals requesting that directors stand for election annually.
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We will generally vote against the incumbent governance committee chair or nearest equivalent, if a company has a classified board structure that is not being phased out. We may make exceptions to this policy for non-operating companies (e.g., open-end and closed-end investment companies) or in regions where market practice is for directors to stand for election on a staggered basis.
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When a board is presented for election as a slate (e.g., shareholders are unable to vote against individual nominees and must vote for or against the entire nominated slate of directors) and this approach is not aligned with local market practice, we will generally vote against the slate in cases where we otherwise would vote against an individual nominee.
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Where market practice is to elect directors as a slate we will generally support the nominated slate unless there are governance concerns with several of the individuals included on the slate or we have broad concerns with the composition of the board such as a lack independence.
Board size: We will generally defer to the board with respect to determining the optimal number of board members given the size of the company and complexity of the business, provided that the proposed board size is sufficiently large to represent shareholder interests and sufficiently limited to remain effective.
Board assessment and succession planning: When evaluating board effectiveness, Invesco considers whether periodic performance reviews and skills assessments are conducted to ensure the board represents the interests of shareholders. In addition, boards should have a robust succession plan in place for key management and board personnel.
Definition of independence: Invesco considers local market definitions of director independence but applies a proprietary standard for assessing director independence considering a director’s status as a current or former employee of the business, any commercial or consulting relationships with the company, the level of shares beneficially owned or represented and familial relationships, among others.
Board and committee independence: The board of directors, board committees and regional equivalents should be sufficiently independent from management, substantial shareholders and conflicts of interest. We consider local market practices in this regard and in general we look for a balance across the board of directors. Above all, we like to see signs of robust challenge and discussion in the boardroom.
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We will generally vote against one or more non-independent directors when a board is less than majority independent, but we will take into account local market practice with regards to board independence in limited circumstances where this standard is not appropriate.
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We will generally vote against non-independent directors serving on the audit committee.
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We will generally vote against non-independent directors serving on the compensation committee.
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We will generally vote against non-independent directors serving on the nominating committee.
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In relation to the board, compensation committee and nominating committee we will consider the appropriateness of significant shareholder representation in applying this policy. This exception will generally not apply to the audit committee.
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Separation of Chair and CEO roles: We believe that independent board leadership generally enhances management accountability to investors. Companies deviating from this best practice should provide a strong justification and establish safeguards to ensure that there is independent oversight of a board’s activities (e.g., by appointing a lead or senior independent director with clearly defined powers and responsibilities).
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We will generally vote against the incumbent nominating committee chair, or nearest equivalent, where the board chair is not independent unless a lead independent or senior director is appointed.
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We will generally support shareholder proposals requesting that the board chair be an independent director.
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We will generally not vote against a CEO or executive serving as board chair solely on the basis of this issue, however, we may do so in instances where we have significant concerns regarding a company’s corporate governance, capital allocation decisions and/or compensation practices.
Attendance and over boarding: Director attendance at board and committee meetings is a fundamental part of their responsibilities and provides efficient oversight for the company and its investors. In addition, directors should not have excessive external board or managerial commitments that may interfere with their ability to execute the duties of a director.
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We will generally vote against or withhold votes from directors who attend less than 75% of board and committee meetings for two consecutive years. We expect companies to disclose any extenuating circumstances, such as health matters or family emergencies, that would justify a director’s low attendance, in line with good practices.
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We will generally vote against directors who have more than four total mandates at public operating companies. We apply a lower threshold for directors with significant commitments such as executive positions and chairmanships.
Diversity: We believe an effective board should be comprised of directors with a mix of skills, experience, tenure, and industry expertise together with a diverse profile of individuals of different genders, ethnicities, race, culture, age, perspectives and backgrounds. The board should reflect the diversity of the workforce, customers, and the communities in which the business operates. In our view, greater diversity in the boardroom contributes to robust challenge and debate, avoids groupthink, fosters innovation, and provides competitive advantage to companies. We consider diversity at the board level, within the executive management team and in the succession pipeline.
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In markets where there are regulatory expectations, listing standards or minimum quotas for board diversity, Invesco will generally apply the same expectations. In all other markets, we will generally vote against the incumbent nominating committee chair of a board, or nearest equivalent, where a company failed to demonstrate improvements are being made to diversity practices for three or more consecutive years, recognizing that building a qualified and diverse board takes time. We may make exceptions to this policy for non-operating companies (e.g., open-end and closed-end investment companies).
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We generally believe that an individual board’s nominating committee is best positioned to determine whether director term limits would be an appropriate measure to help achieve these goals and, if so, the nature of such limits. Invesco generally opposes proposals to limit the tenure of outside directors through mandatory retirement ages.
D.
Long-Term Stewardship of Capital
Capital allocation: Invesco expects companies to responsibly raise and deploy capital toward the long-term, sustainable success of the business. In addition, we expect capital allocation authorizations and decisions to be made with due regard to shareholder dilution, rights of shareholders to ratify significant corporate actions and pre-emptive rights, where applicable.
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Share issuance and repurchase authorizations: We generally support authorizations to issue shares up to 20% of a company’s issued share capital for general corporate purposes. Shares should not be issued at a substantial discount to the market price or be repurchased at a substantial premium to the market price.
Stock splits: We generally support management proposals to implement a forward or reverse stock split, provided that a reverse stock split is not being used to take a company private. In addition, we will generally support requests to increase a company’s common stock authorization if requested to facilitate a stock split.
Increases in authorized share capital: We will generally support proposals to increase a company’s number of authorized common and/or preferred shares, provided we have not identified concerns regarding a company’s historical share issuance activity or the potential to use these authorizations for antitakeover purposes. We will consider the amount of the request in relation to the company’s current authorized share capital, any proposed corporate transactions contingent on approval of these requests and the cumulative impact on a company’s authorized share capital, for example, if a reverse stock split is concurrently submitted for shareholder consideration.
Mergers, acquisitions, proxy contests, disposals and other corporate transactions: Invesco’s investment teams will review proposed corporate transactions including mergers, acquisitions, reorganizations, proxy contests, private placements, dissolutions and divestitures based on a proposal’s individual investment merits. In addition, we broadly approach voting on other corporate transactions as follows:
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We will generally support proposals to approve different types of restructurings that provide the necessary financing to save the company from involuntary bankruptcy.
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We will generally support proposals to enact corporate name changes and other proposals related to corporate transactions that we believe are in shareholders’ best interests.
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We will generally support reincorporation proposals, provided that management have provided a compelling rationale for the change in legal jurisdiction and provided further that the proposal will not significantly adversely impact shareholders’ rights.
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With respect to contested director elections, we consider the following factors, among others, when evaluating the merits of each list of nominees: the long-term performance of the company relative to its industry, management’s track record, any relevant background information related to the contest, the qualifications of the respective lists of director nominees, the strategic merits of the approaches proposed by both sides, including the likelihood that the proposed goals can be met, and positions of stock ownership in the company.
E.
Environmental, Social and Governance Risk Oversight
Director responsibility for risk oversight: The board of directors are ultimately responsible for overseeing management and ensuring that proper governance, oversight and control mechanisms are in place at the companies they oversee. Invesco may take voting action against director nominees in response to material governance or risk oversight failures that adversely affect shareholder value.
Invesco considers the adequacy of a company's response to material oversight failures when determining whether any voting action is warranted. In addition, Invesco will consider the responsibilities delegated to board sub-committees when determining if it is appropriate to hold the incumbent chair of the relevant committee, or nearest equivalent, accountable for these material failures.
Material governance or risk oversight failures at a company may include, without limitation:
i.
significant bribery, corruption or ethics violations;
ii.
events causing significant climate-related risks;
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iii.
significant health and safety incidents; or
iv.
failure to ensure the protection of human rights.
Reporting of financially material ESG information: Companies should report on their environmental, social and governance opportunities and risks where material to their business operations.
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Climate risk management: We encourage companies to report on material climate-related risks and opportunities and how these are considered within the company’s strategy, financial planning, governance structures and risk management frameworks aligned with applicable regional regulatory requirements. For companies in industries that materially contribute to climate change, we encourage comprehensive disclosure of greenhouse gas emissions and Paris-aligned emissions reduction targets, where appropriate. Invesco may take voting action at companies that fail to adequately address climate-related risks, including opposing director nominations in cases where we view the lack of effective climate transition risk management as potentially detrimental to long-term shareholder value.
Shareholder proposals addressing environmental and social issues: We recognize environmental and social (E&S) shareholder proposals are nuanced and therefore, Invesco will analyze such proposals on a case-by-case basis.
Invesco may support shareholder resolutions requesting that specific actions be taken to address E&S issues or mitigate exposure to material E&S risks, including reputational risk, related to these issues. When considering such proposals, we will consider the following but not limited to: a company's track record on E&S issues, the efficacy of the proposal's request, whether the requested action is unduly burdensome, and whether we consider the adoption of such a proposal would promote long-term shareholder value. We will also consider company responsiveness to the proposal and any engagement on the issue when casting votes.
We generally do not support resolutions where insufficient information has been provided in advance of the vote or a lack of disclosure inhibits our ability to make fully informed voting decisions.
Ratification of board and/or management acts: We will generally support proposals to ratify the actions of the board of directors, supervisory board and/or executive decision-making bodies, provided there are no material oversight failures as described above. When such oversight concerns are identified, we will consider a company’s response to any issues raised and may vote against ratification proposals instead of, or in addition to, director nominees.
F.
Executive Compensation and Alignment
Invesco supports compensation polices and equity incentive plans that promote alignment between management incentives and shareholders’ long-term interests. We pay close attention to local market practice and may apply stricter or modified criteria where appropriate.
Advisory votes on executive compensation, remuneration policy and remuneration reports: We will generally not support compensation-related proposals where more than one of the following is present:
i.
there is an unmitigated misalignment between executive pay and company performance for at least two consecutive years;
ii.
there are problematic compensation practices which may include, among others, incentivizing excessive risk taking or circumventing alignment between management and shareholders’ interests via repricing of underwater options;
iii.
vesting periods for long-term incentive awards are less than three years;
iv.
the company “front loads” equity awards;
v.
there are inadequate risk mitigating features in the program such as clawback provisions;
15
vi.
excessive, discretionary one-time equity grants are awarded to executives;
vii.
less than half of variable pay is linked to performance targets, except where prohibited by law.
Invesco will consider company reporting on pay ratios as part of our evaluation of compensation proposals, where relevant.
Equity plans: Invesco generally supports equity compensation plans that promote the proper alignment of incentives with shareholders’ long-term interests, and generally votes against plans that are overly dilutive to existing shareholders, plans that contain objectionable structural features which may include provisions to reprice options without shareholder approval, plans that include evergreen provisions or plans that provide for automatic accelerated vesting upon a change in control.
Employee stock purchase plans: We generally support employee stock purchase plans that are reasonably designed to provide proper incentives to a broad base of employees, provided that the price at which employees may acquire stock represents a reasonable discount from the market price.
Severance Arrangements: Invesco considers proposed severance arrangements (sometimes known as “golden parachute” arrangements) on a case-by-case basis due to the wide variety among their terms. Invesco acknowledges that in some cases such arrangements, if reasonable, may be in shareholders’ best interests as a method of attracting and retaining high-quality executive talent. We generally vote in favor of proposals requiring shareholder ratification of senior executives’ severance agreements where the proposed terms and disclosure align with good market practice.
16
Exhibit A
Harbourview Asset Management Corporation
Invesco Advisers, Inc.
Invesco Asset Management (India) Pvt. Ltd*1
Invesco Asset Management (Japan) Limited*1
Invesco Asset Management (Schweiz) AG
Invesco Asset Management Deutschland GmbH
Invesco Asset Management Limited1
Invesco Asset Management Singapore Ltd
Invesco Australia Ltd
Invesco European RR L.P.
Invesco Canada Ltd.1
Invesco Capital Management LLC
Invesco Capital Markets, Inc.*1
Invesco Fund Managers Limited
Invesco Hong Kong Limited
Invesco Investment Advisers LLC
Invesco Investment Management (Shanghai) Limited
Invesco Investment Management Limited
Invesco Loan Manager, LLC
Invesco Managed Accounts, LLC
Invesco Management S.A.
Invesco Overseas Investment Fund Management (Shanghai) Limited
Invesco Pensions Limited
Invesco Private Capital, Inc.
Invesco Real Estate Management S.a.r.l1
Invesco RR Fund L.P.
Invesco Senior Secured Management, Inc.
Invesco Taiwan Ltd*1
Invesco Trust Company
Oppenheimer Funds, Inc.
WL Ross & Co. LLC
* Invesco entities with specific proxy voting guidelines
1 Invesco entities with specific conflicts of interest policies
17
| ITEM 8. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Item 8. Portfolio Managers of Closed-End Management Investment Companies
As of February 29, 2024, the following individuals are jointly and primarily responsible for the day-to-day management of the Trust:
•
Mark Paris, Portfolio Manager, who has been responsible for the Trust since 2015 and has been associated with Invesco and/or its affiliates since 2010.
•
John “Jack” Connelly, Portfolio Manager, who has been responsible for the Trust since 2016 and has been associated with Invesco and/or its affiliates since 2016.
•
Joshua Cooney, Portfolio Manager, who has been responsible for the Trust since 2021 and has been associated with Invesco and/or its affiliates since 1999.
•
Elizabeth Mossow, Portfolio Manager, who has been responsible for the Trust since 2021 and has been associated with Invesco and/or its affiliates since 2019. From 2007 to 2019, Ms. Mossow was associated with OppenheimerFunds, a global asset management firm.
•
Tim O’Reilly, Portfolio Manager, who has been responsible for the Trust since 2016 and has been associated with Invesco and/or its affiliates since 2010.
•
John Schorle, Portfolio Manager, who has been responsible for the Trust since 2018 and has been associated with Invesco and/or its affiliates since 2010.
•
Julius Williams, Portfolio Manager, who has been responsible for the Trust (or the predecessor Trust) since 2009 and has been associated with Invesco and/or its affiliates since 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 ‘Investments’ chart reflects the portfolio managers' investments in the Fund(s) that they manage and includes investments in the Fund’s shares 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 (the Exchange Act), (beneficial ownership includes ownership by a portfolio manager’s immediate family members sharing the same household). The ‘Assets Managed’ chart 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 noted. In addition, any assets denominated in foreign currencies have been converted into U.S. dollars using the exchange rates as of the applicable date.
Investments
The following information is as of February 29, 2024 (unless otherwise noted):
| Fund |
Portfolio Managers |
Dollar Range of Investments in the Fund |
| Invesco Pennsylvania Value Municipal Income Trust | ||
| |
Mark Paris |
None |
| |
John “Jack” Connelly |
None |
| |
Joshua Cooney |
None |
| |
Elizabeth S. Mossow |
None |
| |
Tim O’Reilly |
None |
| |
John Schorle |
None |
| |
Julius Williams |
None |
| |
|
|
Assets Managed
The following information is as of February 29, 2024 (unless otherwise noted):
| Portfolio Manager(s) |
Other Registered Investment Companies Managed |
Other Pooled Investment Vehicles Managed |
Other Accounts Managed | |||
| |
Number of Accounts |
Assets (in millions) |
Number of Accounts |
Assets (in millions) |
Number of Accounts |
Assets (in millions) |
| Invesco Pennsylvania Value Municipal Income Trust | ||||||
| Mark Paris |
27 |
$47,688.4 |
None |
None |
11 |
$901.21 |
| John “Jack” Connelly |
15 |
$23,782.6 |
None |
None |
11 |
$901.21 |
| Joshua Cooney |
14 |
$16,971.3 |
None |
None |
None |
None |
| Elizabeth S. Mossow |
5 |
$8,800.4 |
None |
None |
2 |
$910.3 |
| Tim O’Reilly |
26 |
$47,762.7 |
None |
None |
11 |
$901.21 |
| John Schorle |
16 |
$23,792.7 |
None |
None |
11 |
$901.21 |
| Julius Williams |
26 |
$47,678.3 |
None |
None |
11 |
$901.21 |
| |
|
|
|
|
|
|
1 These are accounts of individual investors for which Invesco provides investment advice. Invesco offers separately managed accounts that are managed according to the investment models developed by its portfolio managers and used in connection with the management of certain Invesco Funds. These accounts may be invested in accordance with one or more of those investment models and investments held in those accounts are traded in accordance with the applicable models.
Potential Conflicts of Interest
Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one Fund or other account. More specifically, portfolio managers who manage multiple Funds and/or other accounts may be presented with one or more of the following potential conflicts:
•
The management of multiple Funds and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each Fund and/or other account. The Adviser and each Sub-Adviser seek to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment models that are used in connection with the management of the Funds.
•
If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one Fund or other account, a Fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible Funds and other accounts. To deal with these situations, the Adviser, each Sub-Adviser and the Funds have adopted procedures for allocating portfolio transactions across multiple accounts.
•
The Adviser and each Sub-Adviser determine which broker to use to execute each order for securities transactions for the Funds, consistent with its duty to seek best execution of the transaction. However, for certain other accounts (such as mutual funds for which Invesco or an affiliate acts as sub-adviser, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals), the Adviser and each Sub-Adviser may be limited by the client with 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.
•
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. None of the Invesco Fund accounts managed have a performance-based fee.
•
In the case of a fund-of-funds arrangement, including where a portfolio manager manages both the investing Fund and an affiliated underlying fund in which the investing Fund invests or may invest, a conflict of interest may arise if the portfolio manager of the investing Fund receives material nonpublic information about the underlying fund. For example, such a conflict may restrict the ability of the portfolio manager to buy or sell securities of the underlying Fund, potentially for a prolonged period of time, which may adversely affect the Fund.
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 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 cash bonus opportunity and a deferred 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 firm-wide bonus pool based upon progress against strategic objectives and annual operating plan, including investment performance and financial results. In addition, while having no direct impact on individual bonuses, assets under management are considered when determining the starting bonus funding levels. Each portfolio manager is eligible to receive an annual cash bonus which is based on quantitative (i.e. investment performance) and non-quantitative factors (which may include, but are not limited to, individual performance, risk management and teamwork).
Each portfolio manager's compensation is linked to the pre-tax investment performance of the Funds/accounts managed by the portfolio manager as described in Table 1 below.
| Sub-Adviser |
Performance time period2 |
| Invesco3 |
One-, Three- and Five-year performance against Fund peer group |
| Invesco Canada3 | |
| Invesco Deutschland3 | |
| Invesco Hong Kong3 | |
| Invesco Asset Management3 | |
| Invesco India3 | |
| Invesco Listed Real Assets Division3 | |
| |
|
| Invesco Senior Secured3, 4 |
Not applicable |
| Invesco Capital3, 5 | |
| |
|
| Invesco Japan |
One-, Three- and Five-year performance |
| | |
| 2 Rolling time periods based on calendar year-end. | |
| 3 Portfolio Managers may be granted an annual deferral award that vests on a pro-rata basis over a four-year period. | |
| 4 Invesco Senior Secured’s bonus is based on annual measures of equity return and standard tests of collateralization performance. | |
| 5 Portfolio Managers for Invesco Capital base their bonus on Invesco results as well as overall performance of Invesco Capital. | |
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.
With respect to Invesco Capital, there is no policy regarding, or agreement with, the Portfolio Managers or any other senior executive of the Adviser to receive bonuses or any other compensation in connection with the performance of any of the accounts managed by the Portfolio Managers.
Deferred / Long Term Compensation. Portfolio managers may be granted a deferred compensation award based on a firm-wide bonus pool approved by the Compensation Committee of Invesco Ltd. Deferred compensation awards may take the form of annual fund deferral awards or long-term equity awards. Annual fund deferral awards are notionally invested in certain Invesco funds selected by the Portfolio Manager and are settled in cash. Long-term equity awards are settled in Invesco Ltd. common shares. Both fund deferral awards and long-term equity awards have a four-year ratable vesting schedule. The vesting period aligns the interests of the Portfolio Managers with the long-term interests of clients and shareholders and encourages retention.
Retirement and health and welfare arrangements. Portfolio managers are eligible to participate in retirement and health and welfare plans and programs that are 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 April 16, 2024, an evaluation was performed under the supervision and with the participation of the officers of the Registrant, including the PEO and PFO, to assess the effectiveness of the Registrant’s disclosure controls and procedures, as that term is defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”), as amended. Based on that evaluation, the Registrant’s officers, including the PEO and PFO, concluded that, as of April 16, 2024, 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 period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
| ITEM 12. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 13. | RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION. |
Not applicable.
| ITEM 14. | EXHIBITS. |
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 Pennsylvania Value Municipal Income Trust
| By: | /s/ Glenn Brightman | |
| Glenn Brightman | ||
| Principal Executive Officer | ||
| Date: | May 2, 2024 | |
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/ Glenn Brightman | |
| Glenn Brightman | ||
| Principal Executive Officer | ||
| Date: | May 2, 2024 | |
| By: | /s/ Adrien Deberghes | |
| Adrien Deberghes | ||
| Principal Financial Officer | ||
| Date: | May 2, 2024 | |