SEC Form PRE 14A filed by Invesco High Income 2024 Target Term Fund

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

INVESCO ADVANTAGE MUNICIPAL INCOME TRUST II

INVESCO BOND FUND

INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST

INVESCO HIGH INCOME 2024 TARGET TERM FUND

INVESCO HIGH INCOME TRUST II

INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST

INVESCO MUNICIPAL OPPORTUNITY TRUST

INVESCO MUNICIPAL TRUST

INVESCO PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST

INVESCO QUALITY MUNICIPAL INCOME TRUST

INVESCO SENIOR INCOME TRUST

INVESCO TRUST FOR INVESTMENT GRADE MUNICIPALS

INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

INVESCO VALUE MUNICIPAL INCOME TRUST

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Invesco Advantage Municipal Income Trust II (VKI)

Invesco Bond Fund (VBF)

Invesco California Value Municipal Income Trust (VCV)

Invesco High Income 2024 Target Term Fund (IHTA)

Invesco High Income Trust II (VLT)

Invesco Municipal Income Opportunities Trust (OIA)

Invesco Municipal Opportunity Trust (VMO)

Invesco Municipal Trust (VKQ)

Invesco Pennsylvania Value Municipal Income Trust (VPV)

Invesco Quality Municipal Income Trust (IQI)

Invesco Senior Income Trust (VVR)

Invesco Trust for Investment Grade Municipals (VGM)

Invesco Trust for Investment Grade New York Municipals (VTN)

Invesco Value Municipal Income Trust (IIM)

11 Greenway Plaza

Houston, Texas 77046-1173

NOTICE OF JOINT ANNUAL MEETING AND JOINT SPECIAL MEETING OF SHAREHOLDERS

To Be Held August 29, 2024

Notice is hereby given to the holders of common shares of beneficial interest (the “Common Shares”) and, as applicable, the holders of preferred shares of beneficial interest (the “Preferred Shares”) of each Invesco closed-end fund listed above (each a “Fund” and together the “Funds”) that a separate Joint Annual Meeting and Joint Special Meeting of Shareholders of the Funds will be held at 11 Greenway Plaza, Houston, Texas 77046-1173, on August 29, 2024. The Joint Annual Meeting will be held at 1:00 p.m. Central Daylight Time (the “First Meeting”). The Joint Special Meeting will be held at 1:30 p.m. Central Daylight Time (the “Second Meeting”) (each a “Meeting” and collectively, the “Meetings”).

The First Meeting is to be held for the following purpose:

1. Proposal 1: To elect trustees in the following manner:

Each elected trustee will serve for a three-year term or until a successor shall have been duly elected and qualified.

The Second Meeting is to be held for the following purposes:

1. Proposal 1: To approve amendments to the current fundamental investment restrictions required by the Investment Company Act of 1940, as amended (the “1940 Act”), for the Funds other than IHTA (the “Amending Funds”) (includes eight sub-proposals) as follows:

(a) To amend the fundamental investment restriction regarding diversification (with the exception of VPV);

(b) To amend the fundamental investment restriction regarding borrowing;

(c) To amend the fundamental investment restriction regarding issuing senior securities;

(d) To amend the fundamental investment restriction regarding underwriting securities issued by other persons;

(e) To amend the fundamental investment restriction regarding lending;

(f) To amend the fundamental investment restriction regarding purchasing and selling real estate;

(g) To amend the fundamental investment restriction regarding purchasing and selling commodities; and

(h) To amend the fundamental investment restriction regarding industry concentration.

2. Proposal 2: To approve the removal of the following current fundamental investment restrictions not required by the federal securities laws for the affected Funds, as detailed below, (includes sixteen sub-proposals), as follows:

(a) For IQI, OIA, VKQ, VGM, VCV, VKI, VBF, VLT, VVR, VTN, VMO and VPV, to remove the fundamental investment restriction regarding purchasing on margin;

(b) For IQI, OIA, VKQ, VCV, VKI, VBF, VGM, VLT, VVR, VTN, VMO and VPV, to remove the fundamental investment restriction(s) regarding making short sales, writing, purchasing or selling puts or calls or purchasing or selling futures or options;

(c) For IQI, OIA, VKQ, VGM, VCV, VKI, VBF, VLT, VVR, VTN, VMO and VPV, to remove the fundamental investment restriction regarding investing for control or management;

(d) For IQI, OIA and VBF, to remove the fundamental investment restriction regarding investing in management-owned securities;

(e) For VKQ, VCV, VGM, VKI, VLT, VVR, VTN, VMO and VPV, to remove the fundamental investment restriction regarding investing in other investment companies;

(f) For IQI, OIA, VKQ, VCV, VGM, VKI, VLT, VVR, VTN, VMO and VPV, to remove the fundamental investment restriction regarding investing in oil, gas or mineral exploration or development programs;

(g) For IQI and OIA, to remove the fundamental investment restriction regarding purchasing taxable debt;

(h) For IQI and OIA, to remove the fundamental investment restriction regarding investing in unseasoned companies;

(i) For IQI and OIA, to remove the fundamental investment restriction regarding investing in common stock;

(j) For IQI and OIA, to remove the fundamental investment restriction regarding pledging of assets;

(k) For OIA, to remove the fundamental investment restriction regarding investing in restricted securities;

(l) For VKQ, VCV, VTN and VMO, to remove the fundamental investment restriction regarding investing for short-term profit;

(m) For VBF, to remove the fundamental investment restriction regarding investing in preferred stock;

(n) For VBF, to remove the fundamental investment restriction regarding investing in debt securities;

(o) For VBF, to remove the fundamental investment restriction regarding joint trading; and/or

(p) For VVR, to remove the fundamental investment restriction regarding investing in investment companies with substantially the same investment objective, policies and restrictions as the Fund.

In addition, any other business as may properly come before each Meeting or any adjournments thereof will be transacted at each Meeting.

Holders of record of the Common Shares and, where applicable, Preferred Shares, of each Fund on May 31, 2024 are entitled to notice of and to vote at each Meeting and any adjournments thereof.

THE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU CAST YOUR VOTE FOR ALL OF THE NOMINEES TO THE BOARD OF TRUSTEES LISTED IN THE JOINT PROXY STATEMENT AND FOR THE AMENDMENT AND/OR ELIMINATION OF THE FUNDAMENTAL RESTRICTIONS OF THE FUNDS, AS APPLICABLE.

[July 5, 2024]

IT IS VERY IMPORTANT THAT YOUR SHARES BE REPRESENTED AT EACH MEETING IN PERSON OR BY PROXY. PLEASE PROMPTLY SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD(S) IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE OR VOTE BY TELEPHONE OR THROUGH THE INTERNET PURSUANT TO THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD(S), REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETINGS.

If you attend the Meetings and wish to vote at the Meetings, you will be able to do so and your vote at the Meetings will revoke any proxy you may have submitted. Merely attending a Meeting, however, will not revoke a previously given proxy.

In order to avoid the additional expense of further solicitation, we ask that you mail your proxy card(s) or record your voting instructions by telephone or via the internet promptly.

Your vote is extremely important. No matter how many or how few shares you own, please send in your proxy card(s), or vote by telephone or the internet today.

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSALS

Below is a brief overview of the subject of the shareholder vote. Your vote is important, no matter how large or small your holdings may be. Please read the full text of this Joint Proxy Statement, which contains additional information about the Proposals and Sub-Proposals, and keep it for future reference.

PROPOSAL 1 OF THE FIRST MEETING: ELECTION OF TRUSTEES

WHAT IS THE ROLE OF THE BOARD OF TRUSTEES?

Each Fund is governed by a Board of Trustees, which has oversight responsibility for the management of the Fund’s business affairs. Trustees establish procedures and oversee and review the performance of the investment adviser, the distributor, and others who perform services for the Funds. Each of the Boards is comprised of the same Trustees.

WHO ARE THE TRUSTEE NOMINEES AND HOW WERE THEY SELECTED?

Shareholders are being asked to elect 4 Trustees (the “Trustee Nominees”) to the Board of each Fund. Each of the Trustee Nominees is currently a member of the Board of each Fund. Biographical information on each of the Trustee Nominees is provided in this Joint Proxy Statement under Proposal 1 of the First Meeting.

PROPOSAL 1 OF THE SECOND MEETING: AMENDMENT OF THE REQUIRED FUNDAMENTAL INVESTMENT RESTRICTIONS

WHAT ARE THESE REQUIRED FUNDAMENTAL INVESTMENT RESTRICTIONS?

Each Fund is subject to certain investment restrictions that are considered “fundamental” because they may only be changed with shareholder approval. The Funds (with the exception of IHTA) are proposing to amend their fundamental investment restrictions with respect to: (a) diversification (with the exception of VPV), (b) borrowing, (c) issuing senior securities, (d) underwriting securities issued by other persons, (e) industry concentration, (f) purchasing and selling real estate, (g) purchasing and selling commodities, and (h) making loans to other persons.

WHAT WILL BE THE EFFECT OF THE AMENDMENTS TO THE FUNDS’ CURRENT REQUIRED FUNDAMENTAL INVESTMENT RESTRICTIONS?

The purpose of the proposed amendments is to update those restrictions that are more restrictive than is currently required and to standardize, to the extent practicable, each Fund’s fundamental investment restrictions with those of substantially all other Invesco funds. Certain proposed amendments would provide the Funds with additional flexibility to pursue various investments or strategies. To the extent that a Fund uses such flexibility in the future, the Fund may be subject to some additional costs and risks. Notwithstanding the foregoing, the Funds do not currently anticipate materially changing their investment strategies or risk profile if the proposed amendments to these fundamental investment restrictions are approved.

PROPOSAL 2 OF THE SECOND MEETING: REMOVAL OF CERTAIN NON-STANDARD FUNDAMENTAL INVESTMENT RESTRICTIONS

WHAT ARE THESE NON-STANDARD FUNDAMENTAL INVESTMENT RESTRICTIONS?

The Funds (with the exception of IHTA) are also subject to certain fundamental investment restrictions that were once imposed by state securities laws or other regulatory authorities that are now outdated or are no longer effective.

WHAT WILL BE THE EFFECT OF THE REMOVAL OF THE FUNDS’ CURRENT NON-STANDARD FUNDAMENTAL INVESTMENT RESTRICTIONS?

If the proposed removals are approved, it may be easier for the Funds to adapt to market or industry changes in the future because these restrictions would be eliminated. To the extent that a Fund uses this flexibility in the future, the Fund may be subject to some additional costs and risks. However, the Funds do not currently anticipate materially changing their investment strategies or risk profile if the proposed removals are approved.

VOTING PROCEDURES

HOW DO I VOTE IN PERSON?

If you do attend a Meeting, were the record owner of your shares on the Record Date, and wish to vote in person, we will provide you with a ballot prior to the vote. However, if you hold your shares in street name, you are required to obtain a “legal proxy” from your broker, bank or other nominee indicating that you are the beneficial owner of the shares on the Record Date and authorizing you to vote. Please call the Funds at 1-XXX-XXX-XXXX if you plan to attend a Meeting.

HOW DO I VOTE BY PROXY?

Whether you plan to attend a Meeting or not, we urge you to complete, sign and date the enclosed proxy card(s) and to return it promptly in the envelope provided. Returning the proxy card(s) will not affect your right to attend the Meetings or to vote at the Meetings if you choose to do so. If you properly complete and sign your proxy card(s) and send it to us in time to vote at the Meetings, your “proxy” (the individual(s) named on your proxy card(s)) will vote your shares as you have directed. If you sign your proxy card(s) but do not make specific choices, your proxy will vote your shares “FOR” each Nominee, Proposal or Sub-Proposal, as applicable, as recommended by the Board of your Fund, and in accordance with management’s recommendation on other matters.

Your proxy will have the authority to vote and act on your behalf at any adjournment or postponement of the Meeting. Shareholders may also transact any other business not currently contemplated that may properly come before the Meeting in the discretion of the proxies or their substitutes.

HOW DO I VOTE BY TELEPHONE OR THE INTERNET?

You may vote your shares by telephone or through a website established for that purpose by following the instructions that appear on the proxy card(s) accompanying this Joint Proxy Statement.

MAY I REVOKE MY VOTE?

If you authorize a proxy to vote for you, you may revoke the authorization at any time before it is exercised. You can do this in one of four ways:

Invesco Advantage Municipal Income Trust II (VKI)

Invesco Bond Fund (VBF)

Invesco California Value Municipal Income Trust (VCV)

Invesco High Income 2024 Target Term Fund (IHTA)

Invesco High Income Trust II (VLT)

Invesco Municipal Income Opportunities Trust (OIA)

Invesco Municipal Opportunity Trust (VMO)

Invesco Municipal Trust (VKQ)

Invesco Pennsylvania Value Municipal Income Trust (VPV)

Invesco Quality Municipal Income Trust (IQI)

Invesco Senior Income Trust (VVR)

Invesco Trust for Investment Grade Municipals (VGM)

Invesco Trust for Investment Grade New York Municipals (VTN)

Invesco Value Municipal Income Trust (IIM)

11 Greenway Plaza

Houston, Texas 77046-1173

JOINT PROXY STATEMENT

FOR

JOINT ANNUAL MEETING AND JOINT SPECIAL MEETING OF SHAREHOLDERS

To be Held August 29, 2024

INTRODUCTION

This Joint Proxy Statement is being furnished in connection with the solicitation of proxies by the Boards of Trustees (the “Board”) of each fund listed above (each a “Fund” and together the “Funds”). The proxies are to be voted at (a) a Joint Annual Meeting of Shareholders of the Funds, and all adjournments thereof (the “First Meeting”), to be at 11 Greenway Plaza, Houston, Texas 77046-1173, on August 29, 2024, at 1:00 p.m. Central Daylight Time and (b) a Joint Special Meeting of Shareholders of the Funds, and all adjournments thereof (the “Second Meeting”), to be held at the same location, on August 29, 2024, at 1:30 p.m. Central Daylight Time (each a “Meeting” and collectively, the “Meetings”). The First Meeting will be an annual meeting for each Fund. The approximate mailing date of this Joint Proxy Statement and accompanying proxy card(s) is on or about [July 5, 2024].

Participating in the Meetings are holders of common shares of beneficial interest (the “Common Shares”) and, where applicable, the holders of preferred shares of beneficial interest (the “Preferred Shares”) of each Fund as set forth in Annex A to this Joint Proxy Statement. The Common Shares and the Preferred Shares of the Funds are sometimes referred to herein collectively as the “Shares.” The Board has fixed May 31, 2024 as the record date (the “Record Date”) for the determination of holders of Shares of each Fund entitled to vote at each Meeting.

The Common Shares of each of the Funds are listed on the New York Stock Exchange (the “NYSE”). The NYSE ticker symbol of each Fund and the amount of Common Shares and Preferred Shares outstanding as of the Record Date are shown in Annex A to this Joint Proxy Statement. Each Fund is a closed-end fund organized as a Delaware statutory trust.

Each Meeting is scheduled as a joint meeting because the shareholders of the Funds are expected to consider and vote on similar matters.

If you have any questions about the information set forth in this Joint Proxy Statement, please contact us at the 24-hour Automated Investor Line at 1-XXX-XXX-XXXX, Option 1 or visit our website at www.invesco.com/us.

Important Notice Regarding the Availability of Proxy Materials for the Meetings

This Joint Proxy Statement and a copy of the proxy card(s) (together, the “Proxy Materials”) are available at https://www.proxyvotinginfo.com/p/invesco2024. The Proxy Materials will be available on the internet through the day of the Meetings.

Each Fund will furnish, without charge, a copy of its most recent annual report (and the most recent semiannual report succeeding the annual report, if any) to any shareholder upon request. Any such request should be directed to the Secretary of the respective Fund by calling 1-XXX-XXX-XXXX, or by writing to the Secretary of the respective Fund at 11 Greenway Plaza, Houston, Texas 77046-1173.

Only one copy of this proxy statement will be delivered to multiple shareholders sharing an address unless we have received contrary instructions from one or more of the shareholders. Upon request, we will deliver a separate copy of this proxy statement to a shareholder at a shared address to which a single copy of this proxy statement was delivered. Any shareholder who wishes to receive a separate proxy statement should contact their Fund at 1-XXX-XXX-XXXX.

Overview of the Proposals

The following summarizes the proposals concerning trustee elections to be presented at the First Meeting and the proposals concerning the fundamental restrictions of the Funds to be presented at the Second Meeting that the shareholders of each Fund, as applicable, are entitled to vote upon (collectively, the “Proposals”). The Board unanimously approved the Proposals and has determined that the Proposals are in the best interests of your Fund(s).

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The First Meeting - Proposal 1: Election of Trustees (the “Election Proposal”)

The following table summarizes the proposal concerning trustee elections to be presented at the First Meeting and the shareholders entitled to vote.

The Second Meeting—Proposal 1: Amendment of the Required Fundamental Investment Restrictions (the “Standard Restriction Proposal”)

The Standard Restriction Proposal contains eight sub-proposals to approve changes to the current fundamental investment restrictions (the “Required Fundamental Investment Restrictions”) for the Funds other than IHTA (the “Amending Funds”) to update and standardize the Required Fundamental Investment Restrictions. The Investment Company Act of 1940, as amended (the “1940 Act”) requires investment companies to adopt “fundamental” investment restrictions with respect to: (a) diversification, (b) borrowing, (c) issuing senior securities, (d) underwriting securities issued by other persons, (e) industry concentration, (f) purchasing and selling real estate, (g) purchasing and selling commodities, and (h) making loans to other persons. A “fundamental” investment restriction may be changed only if authorized by shareholder vote.

The proposed standardized Required Fundamental Investment Restrictions cover those areas for which the 1940 Act requires the Amending Funds to have fundamental investment restrictions described above and have substantially the same effect as the fundamental investment restrictions of the vast majority of funds within the Invesco Funds complex. The Board and Invesco Advisers, Inc. (the “Adviser” or “Invesco”), the investment adviser to each Amending Fund, believe that there are several advantages to revising and standardizing the Required Fundamental Investment Restrictions for the Amending Funds at this time. First, by obtaining shareholder approval to update and standardize the language of the Required Fundamental Investment Restrictions, the Funds may be able to minimize the costs and delays associated with obtaining future shareholder approval to revise fundamental investment restrictions that have become outdated or inappropriate. Second, updating the Required Fundamental Investment Restrictions will provide the Adviser with greater flexibility in managing an Amending Fund’s assets for the benefit of the Fund and its shareholders in a changing investment environment and will allow the Adviser to respond to market, industry, regulatory or technical changes and innovations by seeking Board, rather than shareholder, approval when necessary to revise certain investment policies or strategies. There may be additional risks associated with such increased flexibility, as described in “Second Meeting—Proposal 1” below. Additionally, the proposed standardized fundamental investment restrictions are expected to reduce administrative burdens by simplifying and making uniform the fundamental investment restrictions across the Invesco Funds complex, enabling the Amending Funds and their service providers to monitor portfolio compliance more efficiently across all Invesco funds and help avoid conflicts among restrictions whose language in some instances varies only slightly from one to another.

It is anticipated that the proposed changes to the fundamental investment restrictions will not materially change the way the Amending Funds are currently managed and operated. Although the proposed standardized Required Fundamental Investment Restrictions will give the Amending Funds greater flexibility to respond to possible future investment opportunities, at this time it is not anticipated that the changes, individually or in the aggregate, will result in a material change in the current level of investment risk associated with an investment in any of the Amending Funds. However, should the Adviser believe that the way any Amending Fund is managed in the future should be modified, the Adviser would continue to request approval by the Board of any such material modification and provide related notice to shareholders as deemed appropriate.

The Second Meeting - Proposal 2: Removal of Certain Non-Standard Fundamental Investment Restrictions (the “Non-Standard Restriction Proposal”)

The Non-Standard Restriction Proposal contains sixteen sub-proposals to approve the removal of the other current fundamental investment restrictions not required by federal securities laws (the “Non-Standard Restrictions”) for each affected Fund. Specifically, shareholders of each affected Fund are being asked to approve the removal of the various Non-Standard Restrictions of the affected Funds, as applicable, relating to the following investment activities:

(a) purchasing on margin; (b) making short sales, writing, purchasing or selling puts or calls or purchasing or selling futures or options; (c) investing for control or management; (d) investing in management-owned securities; (e) investing in other investment companies (f) investing in oil, gas or mineral exploration or development programs; (g) purchasing taxable debt; (h) investing in unseasoned companies; (i) investing in common stock; (j) pledging of assets; (k) investing in restricted securities; (l) investing for short-term profit; (m) investing in preferred stock; (n) investing in debt securities; (o) joint trading; and (p) investing in investment companies with substantially the same investment objective, policies and restrictions as the applicable Fund.

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These Non-Standard Restrictions were adopted in the past by the respective affected Fund to reflect certain regulatory, business or industry conditions which are no longer in effect or relevant. As a result, many of these current Non-Standard Restrictions are outdated or inappropriate and unnecessarily limit the investment strategies available to the Adviser in managing the portfolios of the affected Funds. The removal of these Non-Standard Restrictions, as applicable, will provide the Adviser with greater flexibility in managing the portfolios of the affected Funds and may minimize the costs and delays associated with obtaining future shareholder approval to remove fundamental investment restrictions that have become outdated or inappropriate. There may be additional risks associated with such increased flexibility, as described in “Second Meeting - Proposal 2” below. Additionally, the removal of the Non-Standard Restrictions is expected to reduce administrative burdens by simplifying and making uniform the fundamental investment restrictions across the Invesco Funds complex, enabling the Amending Funds and their service providers to monitor portfolio compliance more efficiently across all Invesco funds.

It is anticipated that the removal of the Non-Standard Restrictions will not materially change the way the affected Funds are currently managed and operated. Although the removal of the Non-Standard Restrictions will give the affected Funds greater flexibility to respond to possible future investment opportunities, at this time it is not anticipated that the changes, individually or in the aggregate, will result in a material change in the current level of investment risk associated with an investment in any of the affected Funds. However, should the Adviser believe that the way any affected Fund is managed in the future should be modified, the Adviser would continue to request approval by the Board of any such material modification and provide related notice to shareholders as deemed appropriate.

Together, the Standard Restriction Proposal and the Non-Standard Restriction Proposal (together, the “Investment Restriction Proposals”) are intended to update the current fundamental investment restrictions of the Amending Funds and affected Funds, as applicable (together, the “Updating Funds”), as set forth herein. Shareholders are being asked to vote separately on, and provide voting instructions separately with respect to, each applicable Sub-Proposal. No Sub-Proposal of the Investment Restrictions Proposals to amend or remove any fundamental investment restriction, as applicable, is contingent upon the approval of any other Sub-Proposal. As a result, it may be the case that certain Sub-Proposals for an Updating Fund will be amended or removed, as applicable, while others will not. If shareholders of an Updating Fund do not approve an applicable Sub-Proposal at the Second Meeting, the current fundamental investment restriction contained in that Sub-Proposal will remain in effect for that Updating Fund. If a Sub-Proposal is approved by shareholders at the Second Meeting, the proposed change to, or removal of, that fundamental investment restriction will take effect as soon as reasonably practicable.

The Investment Restriction Proposals are intended to, among other things, provide the Adviser with greater flexibility in managing the portfolios of the Updating Funds for the benefit of the Funds and their shareholders. However, if any or all of the Sub-Proposals are approved for an Updating Fund, unless otherwise disclosed in this Joint Proxy Statement, no material changes are expected to be made to an Updating Fund’s principal investment strategies, and the Updating Fund will continue to be managed subject to the applicable limitations imposed by the 1940 Act and the rules and interpretive guidance provided thereunder, as well as the Updating Fund’s investment objective, strategies and policies.

The Second Meeting – Summary of Proposals

The following table summarizes the Sub-Proposals regarding the Required Fundamental Investment Restrictions and the Non-Standard Restrictions to be presented at the Second Meeting and the Updating Funds with shareholders entitled to vote.

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Voting at the Meetings

Shareholders of a Fund on the Record Date are entitled to one vote per Share, and a proportionate fractional vote for each fractional Share, with respect to each applicable Proposal or Sub-Proposal, with no Share having cumulative voting rights. The voting requirement for passage of a particular Proposal depends on the nature of the Proposal. The voting requirement of each Proposal or Sub-Proposal is described below. A majority of the outstanding Shares of a Fund entitled to vote at a Meeting must be present at the Meeting or represented by proxy to have a quorum for such Fund to conduct business at the Meeting.

If you intend to attend the Meetings in person and you are a record holder of a Fund’s Shares, in order to gain admission you must show photographic identification, such as your driver’s license. If you intend to attend the Meetings in person and you hold your Shares through a bank, broker or other custodian (i.e., in “street name”), in order to gain admission you must show photographic identification, such as your driver’s license, and satisfactory proof of ownership of Shares of a Fund, such as your voting instruction form (or a copy thereof) or a broker’s statement indicating ownership as of a recent date.

If you hold your Shares in “street name,” you will not be able to vote your Shares in person at either Meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other nominee and present it at the Meetings.

You may contact the Funds at 1-XXX-XXX-XXXX, Option 2 to obtain directions to the site of the Meeting.

The Funds do not know of any business other than the Proposals that will, or are proposed to be, presented for consideration at the First Meeting and Second Meeting. If any other matters are properly presented, the persons named on the enclosed proxy card(s) shall vote proxies in accordance with their best judgment.

Required Vote

With respect to the Election Proposal for VKI, VCV, VMO, VKQ, VPV, IQI, VVR, VGM, VTN and IIM, holders of Common Shares and holders of Preferred Shares of each applicable Fund will vote together as a single class for the respective Nominees. The affirmative vote of a majority of the outstanding Shares of each such Fund present at the First Meeting or represented by proxy and entitled to vote is required to elect each Nominee for Trustee of such Fund designated to be elected by the holders of the Common Shares and the holders of Preferred Shares of such Fund, voting together as a single class.

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With respect to the Election Proposal for VBF, OIA, VLT and IHTA, holders of Common Shares of each applicable Fund will vote for the respective Nominees. The affirmative vote of a majority of the outstanding Common Shares of each such Fund present at the First Meeting or represented by proxy and entitled to vote is required to elect each Nominee for Trustee of such Fund designated to be elected by the holders of the Common Shares of such Fund.

With respect to each of the Sub-Proposals in the Investment Restriction Proposals for each Fund, as applicable, holders of Common Shares and holders of Preferred Shares, as applicable, will vote together as a single class for each Sub-Proposal to amend or remove, as applicable, the respective current fundamental investment restriction. The affirmative vote of the lesser of (a) 67% or more of the shares present at the Second Meeting, if the holders of more than 50% of an Updating Fund’s outstanding shares are present or represented by proxy at the Second Meeting; or (b) more than 50% of an Updating Fund’s outstanding shares is required to amend or remove the fundamental restriction for the related affected Fund. This voting standard is often referred to as a “1940 Act Vote.” OIA, VBF and VLT currently do not have Preferred Shares outstanding.

The voting standards to approve the Nominees in the Election Proposal and each of the Sub-Proposals in the Investment Restriction Proposals differ because the applicable Funds’ governing documents specify that an affirmative vote of a majority of the outstanding shares of each such Fund present at the First Meeting or represented by proxy and entitled to vote is required to elect trustees, while the 1940 Act, in conjunction with the applicable Funds’ registration statements and governing documents, specify that a 1940 Act Vote is required for changes to fundamental investment restrictions, including the removal of such restrictions.

All Shares represented by properly executed proxies received prior to a Meeting will be voted at the Meeting in accordance with the instructions marked thereon. With respect to the First Meeting concerning the Election Proposal, proxies on which no vote is indicated will be voted “FOR” each Nominee. Proxies marked “WITHHOLD,” which is the equivalent of an abstention, will not be voted “FOR” the Nominee, but will be counted for purposes of determining whether a quorum is present, and will therefore have the same effect as a vote “AGAINST.”

With respect to the Second Meeting concerning each of the Sub-Proposals in the Investment Restriction Proposals for each Fund, if you sign your proxy card(s) but do not specify how to vote your shares (i.e., “FOR,” “AGAINST” OR “ABSTAIN”), your proxy will vote your shares “FOR” each Sub-Proposal, as recommended by the Board. Proxies marked “ABSTAIN” with respect to a Sub-Proposal will not be voted “FOR” the Sub-Proposal, but will be counted for purposes of determining whether a quorum is present, and will therefore have the same effect as a vote “AGAINST” the Sub-Proposal.

An unfavorable vote for a Nominee or Sub-Proposal by the shareholders of one Fund will not affect the election of the Nominee or implementation of such Sub-Proposal by another Fund if the Nominee or Sub-Proposal is approved by the shareholders of the other Fund. An unfavorable vote for a particular Nominee or Sub-Proposal by the shareholders of a Fund will not affect such Fund’s election of other Nominees or implementation of other Sub-Proposals that receive a favorable vote. There is no cumulative voting with respect to the election of Trustees, the Sub-Proposals or any other matter.

Broker Non-Votes

Broker non-votes arise when shares are held by brokers or nominees, typically in “street name,” and (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter.

With respect to the Election Proposal, under the rules of the NYSE, brokers may vote at the First Meeting in their discretion on the election of trustees of a closed-end fund. Under the rules of the NYSE, beneficial owners who do not provide proxy instructions or who do not return a proxy card may have their Shares voted by their brokers in favor of the Election Proposal. Broker-dealers and other financial intermediaries who are not members of the NYSE may be subject to other rules, which may or may not permit them to vote your shares without instruction. Because there are no proposals expected to come before the First Meeting for which brokers or nominees do not have discretionary voting power, the Funds do not anticipate receiving any broker non-votes for the First Meeting.

With respect to the Sub-Proposals of the Investment Restriction Proposals, broker non-votes at the Second Meeting will have the same effect as a vote against. Broker non-votes will be deemed present for quorum purposes of the Second Meeting.

We urge you to provide instructions to your broker or nominee to ensure that your votes may be counted at both Meetings.

Revoking a Proxy

Shareholders who execute proxies may revoke them at any time before they are voted by filing a written notice of revocation before a Meeting with the respective Fund, by delivering a duly executed proxy bearing a later date, by attending the Meeting and voting in person, by filing a revocation using any electronic, telephonic, computerized or other alternative means, or by written notice of the death or incapacity of the maker of the proxy received by the Fund prior to each Meeting. Shareholders who wish to vote at a Meeting and who hold their shares in “street name” through a brokerage or similar account should obtain a “legal proxy” from their broker in order to vote at the Meeting and follow the instructions detailed above.

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Adjourning a Meeting

With respect to each Fund, the vote of the holders of one-third of the Shares cast whether or not a quorum is present, or the chair of the First Meeting in his or her discretion, will have the power to adjourn the First Meeting with regard to a particular proposal scheduled to be voted on at the First Meeting or to adjourn the First Meeting entirely from time to time without notice. With respect to each Fund, the vote of the holders of one-third of the Shares cast whether or not a quorum is present, or the chair of the Second Meeting in his or her discretion, will have the power to adjourn the Second Meeting with regard to a particular proposal scheduled to be voted on at the Second Meeting or to adjourn the Second Meeting entirely from time to time without notice.

Provided a quorum is present, any business may be transacted at such adjourned meeting that might have been transacted at the Meeting as originally notified. A meeting may be adjourned from time to time without further notice to shareholders to a date not more than 120 days after the original meeting date for such meeting. In voting for the adjournment, the persons named as proxies may vote their proxies in favor of one or more adjournments of the First Meeting or Second Meeting, or the chair of the First Meeting or Second Meeting may call an adjournment, provided such persons determine that such adjournment is reasonable and in the best interests of shareholders and the Funds, based on a consideration of such factors as they may deem relevant.

THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU CAST YOUR VOTE FOR ALL OF THE NOMINEES IN THE ELECTION PROPOSAL AND FOR THE AMENDMENTS AND/OR REMOVALS OF THE FUNDAMENTAL RESTRICTIONS OF THE FUNDS, AS APPLICABLE, IN THE INVESTMENT RESTRICTION PROPOSALS.

Investment Adviser of the Funds

The investment adviser for each Fund is Invesco Advisers, Inc. (“Invesco” or the “Adviser”). The Adviser is a wholly owned subsidiary of Invesco Ltd. The Adviser is located at 1331 Spring Street, NW, Suite 2500, Atlanta, Georgia 30309. The Adviser, as successor in interest to multiple investment advisers, has been an investment adviser since 1976.

Sub-Advisers of the Funds

The Adviser has entered into a sub-advisory agreement with certain affiliates to serve as sub-advisers to each Fund (except IHTA), pursuant to which these affiliated sub-advisers may be appointed by the Adviser from time to time to provide discretionary investment management services, investment advice, and/or order execution services to the Funds. The affiliated sub-advisers, each of which is a registered investment adviser under the Investment Advisers Act of 1940 are 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. (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). Each Sub-Adviser is an indirect wholly owned subsidiary of Invesco Ltd.

Other Service Providers of the Funds

Administration Services

Each Fund has entered into a master administrative services agreement with the Adviser, pursuant to which the Adviser performs or arranges for the provision of accounting and other administrative services to each Fund which are not required to be performed by the Adviser under its investment advisory agreement with each Fund. Pursuant to a subcontract for administrative services with the Adviser, State Street Bank and Trust Company performs certain administrative functions for the Funds. State Street Bank and Trust Company is located at 225 Franklin Street, Boston, Massachusetts 02110-2801. Invesco Senior Income Trust has also entered into an additional administration agreement with the Adviser. Each Fund has also entered into a support services agreement with Invesco Investment Services, Inc. The principal business address of Invesco Investment Services, Inc. is 11 Greenway Plaza, Houston, Texas 77046-1173.

Custodian and Transfer Agents

The custodian for each Fund is State Street Bank and Trust Company, located at 225 Franklin Street, Boston, Massachusetts 02110-2801. The transfer agent for the Common Shares for each Fund is Computershare Trust Company, N.A., located at 250 Royall Street, Canton, MA 02021. The transfer agent for the Preferred Shares for the applicable Funds is Deutsche Bank Trust Company Americas, Trust & Agency Services, located at 1 Columbus Circle, 17th Floor, Mail Stop: NYC01-1710, New York, NY 10019.

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FIRST MEETING – PROPOSAL 1

ELECTION OF TRUSTEES PROPOSAL (THE “ELECTION PROPOSAL”)

At the First Meeting, with respect to each of Invesco Bond Fund, Invesco Municipal Income Opportunities Trust, Invesco High Income 2024 Target Term Fund and Invesco High Income Trust II, holders of Common Shares will vote with respect to the election of Elizabeth Krentzman, Robert C. Troccoli, Carol Deckbar and Douglas Sharp.

At the First Meeting, with respect to each of Invesco Advantage Municipal Income Trust II, Invesco California Value Municipal Income Trust, Invesco Municipal Opportunity Trust, Invesco Municipal Trust, Invesco Pennsylvania Value Municipal Income Trust, Invesco Quality Municipal Income Trust, Invesco Senior Income Trust, Invesco Trust for Investment Grade Municipals, Invesco Trust for Investment Grade New York Municipals and Invesco Value Municipal Income Trust, holders of Common Shares and holders of Preferred Shares of each of these Funds will vote together with respect to the election of Elizabeth Krentzman, Robert C. Troccoli, Carol Deckbar and Douglas Sharp.

All Nominees have consented to being named in this Joint Proxy Statement and have agreed to serve if elected. Carol Deckbar was initially identified during a search process for potential candidates that was undertaken by the independent trustees with the assistance of a third-party search firm and was recommended for consideration as a nominee for Trustee by the independent trustees. Douglas Sharp was recommended for consideration as a nominee for Trustee by Invesco management. Robert C. Troccoli and Elizabeth Krentzman were previously elected by shareholders in 2021. Carol Deckbar and Douglas Sharp are being nominated for election to the Board of each Fund by shareholders for the first time.

If elected at the First Meeting, each Trustee will serve until the later of such Fund’s Annual Meeting of Shareholders in 2027 or until his or her successor has been duly elected and qualified. As in the past, only one class of Trustees is being submitted to shareholders of each Fund for election at the First Meeting. Each Fund’s Amended and Restated Agreement and Declaration of Trust (each, a “Declaration of Trust”) provides that the Board shall be divided into three classes. For each Fund, only one class of Trustees is elected at each annual meeting, so that the regular term of only one class of Trustees will expire annually and any particular Trustee stands for election only once in each three-year period. The foregoing is subject to the provisions of the 1940 Act, applicable Delaware state law, each Fund’s Declaration of Trust and each Fund’s Bylaws.

In the case of any vacancy on the Board, each Fund’s Declaration of Trust provides that the size of the Board shall be automatically reduced by the number of vacancies unless or until the Board by resolution expressly maintains or increases the size of the Board. In the case of a vacancy arising from a Board resolution to maintain or increase the size of the Board, the remaining Trustees may fill such vacancy or add additional Board members, as the case may be, by appointing a replacement meeting the Trustee qualifications outlined in each Funds’ Declaration of Trust to serve for the remainder of the term of the Board position previously vacated.

The following table indicates all current Trustees in each such class and the period for which each class currently serves:

Information Regarding the Trustees

The business and affairs of the Funds are managed under the direction of the Board. This section of this Joint Proxy Statement provides you with information regarding each incumbent Trustee that is proposed to serve on the Board. Trustees of the Funds generally serve three-year terms or until their successors are duly elected and qualified. The tables below list the Trustees, their principal occupations, other directorships held by them during the past five years, and any affiliations with the Adviser or its affiliates. If all of the Trustees are elected at the First Meeting, the Board will be composed of 14 Trustees, including 12 Trustees who are not “interested persons” of the Funds, as that term is defined in the 1940 Act (collectively, the “Independent Trustees” and each an “Independent Trustee”).

As used in this Joint Proxy Statement, the term “Invesco Fund Complex” includes each of the open-end and closed-end registered investment companies advised primarily by the Adviser as of the Record Date. As of the date of this Joint Proxy Statement, there were 164 funds in the Invesco Fund Complex.

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The mailing address of each Trustee is 11 Greenway Plaza, Houston, Texas 77046-1173.

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Board Meetings

In addition to regularly scheduled meetings each year, the Board holds special meetings and/or conference calls to discuss specific matters that may require action prior to the next regular meeting. The Board met eight times during the fiscal year ended February 29, 2024 (nine times for VVR) and each independent Trustee attended at least 75% of the aggregate of: (i) all regular meetings of the Board during which time such independent Trustee served and (ii) all meetings of the committees of the Board on which the Trustee served. Trustees are encouraged to attend regular shareholder meetings, but the Board has no set policy requiring Board member attendance at such meetings.

Board Leadership Structure

The Board has appointed an Independent Trustee to serve in the role of Chair. The Chair’s primary role is to preside at meetings of the Board and act as a liaison with the Adviser and other service providers, officers, attorneys and other Trustees between meetings. The Chair also participates in the preparation of the agenda for the meetings of the Board, is active with mutual fund industry organizations, and may perform such other functions as may be requested by the Board from time to time. Except for any duties specified pursuant to each Fund’s Declaration of Trust or Bylaws, the appointment, designation or identification of a Trustee as the Chair of the Board, a member or chair of a committee of the Trustees, an expert on any topic or in any area (including an audit committee financial expert), or the lead Independent Trustee, shall not impose on that person any standard of care or liability that is greater than that imposed on that person as a Trustee in the absence of that appointment, designation or identification, and no Trustee who has special skills or expertise, or is appointed, designated or identified as aforesaid, shall be held to a higher standard of care by virtue thereof.

The Board believes that its leadership structure, including having an Independent Trustee as Chair, allows for effective communication between the Trustees and management, among the Trustees and among the Independent Trustees. The existing Board structure, including its committee structure as discussed below, provides the Independent Trustees with effective control over Board governance while also allowing them to receive and benefit from insight from the interested Trustee who is an active officer of the Funds’ investment adviser. The Board’s leadership structure promotes dialogue and debate, which the Board believes allows for the proper consideration of matters deemed important to the Funds and their shareholders and results in effective decision-making.

Board Qualifications and Experience

Interested Trustees.

Jeffrey H. Kupor, Trustee

Jeffrey Kupor has been a member of the Board of Trustees of the Invesco Funds since 2024. Mr. Kupor is Senior Managing Director and General Counsel at Invesco Ltd.

Mr. Kupor joined Invesco Ltd. in 2002 and has held a number of legal roles, including, most recently, Head of Legal, Americas, in which role he was responsible for legal support for Invesco’s Americas business. Prior to joining the firm, he practiced law at Fulbright & Jaworski LLP (now known as Norton Rose Fulbright), specializing in complex commercial and securities litigation. He also served as the general counsel of a publicly traded communication services company.

Mr. Kupor earned a BS degree in economics from the Wharton School at the University of Pennsylvania and a JD from the Boalt Hall School of Law (now known as Berkeley Law) at the University of California at Berkeley.

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The Board believes that Mr. Kupor’s current and past positions with the Invesco complex along with his legal background and experience as an executive in the investment management area benefits the Funds.

Douglas Sharp, Trustee

Douglas Sharp has been a member of the Board of Trustees of the Invesco Funds since 2024. Mr. Sharp is Senior Managing Director, Head of Americas & EMEA (Europe, the Middle East, and Africa) at Invesco Ltd. He also served as Director and Chairman of the Board of Invesco UK Limited (Invesco’s European subsidiary board) and as Director, Chairman and Chief Executive of Invesco Fund Managers Limited.

Mr. Sharp joined Invesco Ltd. in 2008 and has served in multiple leadership roles across the company, including his previous role as Head of EMEA. Prior to that, he ran Invesco Ltd.’s EMEA retail business and served as head of strategy and business planning and as chief administrative officer for Invesco Ltd.’s US institutional business. Before joining the firm, he was with the strategy consulting firm McKinsey & Co., where he served clients in the financial services, energy, and logistics sectors.

The Board believes that Mr. Sharp’s current and past positions within the Invesco complex along with his experience in the investment management business benefits the Funds.

Independent Trustees

Beth Ann Brown, Trustee and Chair

Beth Ann Brown has been a member of the Board of Trustees of the Invesco Funds since 2019 and Chair since 2022. From 2016 to 2019, Ms. Brown served on the boards of certain investment companies in the Oppenheimer Funds complex.

Ms. Brown has served as Director of Caron Engineering, Inc. since 2018 and as an Independent Consultant since 2012.

Previously, Ms. Brown served in various capacities at Columbia Management Investment Advisers LLC, including Head of Intermediary Distribution, Managing Director, Strategic Relations and Managing Director, Head of National Accounts. She also served as Senior Vice President, National Account Manager from 2002-2004 and Senior Vice President, Key Account Manager from 1999 to 2002 of Liberty Funds Distributor, Inc. From 2013 through 2022, she served as Director, Vice President (through 2019) and President (2019-2022) of Grahamtastic Connection, a non-profit organization.

From 2014 to 2017, Ms. Brown served on the Board of Advisors of Caron Engineering Inc. and also served as President and Director of Acton Shapleigh Youth Conservation Corps, a non–profit organization, from 2012 to 2015.

The Board believes that Ms. Brown’s experience in financial services and investment management and as a director of other investment companies benefits the Funds.

Carol Deckbar, Trustee

Carol Deckbar has been a member of the Board of Trustees of the Invesco Funds since 2024. Ms. Deckbar previously served as Executive Vice President and Chief Product Officer at Teachers Insurance and Annuity Association (TIAA) Financial Services from 2019 to 2021. She also served as Executive Vice President and Principal of College Retirement Equities Fund at TIAA from 2014 to 2021. Ms. Deckbar served in various other capacities at TIAA since joining in 2007, including Executive Vice President and Head of Institutional Investments and Endowment Services from 2016 to 2019.

Prior to joining TIAA, Ms. Deckbar was a Senior Vice President of AMSOUTH Bank from 2002 to 2006, and before that she served as Senior Vice President, Managing Director, for Bank of America Capital Management from 1999 to 2002. She began her asset management career with the Evergreen Funds where she served as Senior Vice President, Managing Director from 1991 to 1998.

From 2019 to 2020, Ms. Deckbar served as Chairman of the TIAA Retirement Plan Investments Committee and as an Executive Sponsor at Advance, a council for the advancement of women. She has also held various memberships, including at Investment Company Institute, from 2017 to 2019, Fortune 400 Most Powerful Women Network, from 2012 to 2015, and Mutual Fund Education Alliance, from 2010 to 2015.

The Board believes that Ms. Deckbar’s experience in financial services and investment management benefits the Funds.

Cynthia Hostetler, Trustee

Cynthia Hostetler has been a member of the Board of Trustees of the Invesco Funds since 2017.

Ms. Hostetler is currently a member of the board of directors of the Vulcan Materials Company, a public company engaged in the production and distribution of construction materials, Trilinc Global Impact Fund LLC, a publicly registered non-traded limited liability company that invests in a diversified portfolio of private debt instruments, and Resideo Technologies, Inc., a public company that manufactures and distributes smart home security products and solutions worldwide. Ms. Hostetler also serves on the board of governors of the Investment Company Institute and is a member of the governing council of the Independent Directors Council, both of which are professional organizations in the investment management industry.

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Previously, Ms. Hostetler served as a member of the board of directors/trustees of Aberdeen Investment Funds, a mutual fund complex, Edgen Group Inc., a public company that provides products and services to energy and construction companies, from 2012 to 2013, prior to its sale to Sumitomo, Genesee & Wyoming, Inc., a public company that owns and operates railroads worldwide, from 2018 to 2019, prior to its sale to Brookfield Asset Management, and Textainer Group Holdings Ltd., a public company that is the world’s second largest shipping container leasing company, prior to its sale to Stonepeak in March 2024. Ms. Hostetler was also a member of the board of directors of the Eisenhower Foundation, a non-profit organization.

From 2001 to 2009, Ms. Hostetler served as Head of Investment Funds and Private Equity at Overseas Private Investment Corporation (“OPIC”), a government agency that supports US investment in the emerging markets. Ms. Hostetler oversaw a multi-billion dollar investment portfolio in private equity funds. Prior to joining OPIC, Ms. Hostetler served as President and member of the board of directors of First Manhattan Bancorporation, a bank holding company, from 1991 to 2007, and its largest subsidiary, First Savings Bank, from 1991 to 2006 (Board Member) and from 1996 to 2001 (President).

The Board believes that Ms. Hostetler’s knowledge of financial services and investment management, her experience as a director of other companies, including a mutual fund complex, her legal background, and other professional experience gained through her prior employment benefit the Funds.

Dr. Eli Jones, Trustee

Dr. Eli Jones has been a member of the Board of Trustees of the Invesco Funds since 2016.

Dr. Jones has served as Board Member of the regional board, First Financial Bank Texas since 2021 and Board Member, First Financial Bankshares, Inc. Texas since 2022. Since 2020, Dr. Jones has served as a director on the board of directors of Insperity, Inc. (“Insperity”). From 2004 to 2016, Dr. Jones was chair of the Compensation Committee, a member of the Nominating and Corporate Governance Committee and a director on the board of directors of Insperity.

Dr. Jones is a Professor of Marketing, Lowry and Peggy Mays Eminent Scholar, and Dean Emeritus of Mays Business School at Texas A&M University. From 2015 to 2021, Dr. Jones served as Dean of Mays Business School at Texas A&M University. From 2012 to 2015, Dr. Jones was the dean of the Sam M. Walton College of Business at the University of Arkansas and holder of the Sam M. Walton Leadership Chair in Business. Prior to joining the faculty at the University of Arkansas, he was dean of the E. J. Ourso College of Business and Ourso Distinguished Professor of Business at Louisiana State University from 2008 to 2012; professor of marketing and associate dean at the C.T. Bauer College of Business at the University of Houston from 2007 to 2008; an associate professor of marketing from 2002 to 2007; and an assistant professor from 1997 until 2002. He taught at Texas A&M University for several years before joining the faculty of the University of Houston.

Dr. Jones served as the executive director of the Program for Excellence in Selling and the Sales Excellence Institute at the University of Houston from 1997 to 2007. Before becoming a professor, he worked in sales and sales management for three Fortune 100 companies: Quaker Oats, Nabisco, and Frito-Lay. Dr. Jones is a past director of Arvest Bank. He received his Bachelor of Science degree in journalism in 1982, his MBA in 1986 and his Ph.D. in 1997, all from Texas A&M University.

The Board believes that Dr. Jones’ experience in academia and his experience in marketing benefits the Funds.

Elizabeth Krentzman, Trustee

Elizabeth Krentzman has been a member of the Board of Trustees of the Invesco Funds since 2019. From 2014 to 2019, Ms. Krentzman served on the boards of certain investment companies in the Oppenheimer Funds complex.

Ms. Krentzman served from 2017 to 2022, as a member of the Cartica Funds Board of Directors (private investment funds). Ms. Krentzman previously served as a member of the Board of Trustees of the University of Florida National Board Foundation from 2016 to 2021. She also served as a member of the Board of Trustees of the University of Florida Law Center Association, Inc. from 2016 to 2021, as a member of its Audit Committee from 2016 to 2020, and as a member of its Membership Committee from 2020 to 2021.

Ms. Krentzman served from 1997 to 2004 and from 2007 and 2014 in various capacities at Deloitte & Touche LLP, including Principal and Chief Regulatory Advisor for Asset Management Services, U.S. Mutual Fund Leader and National Director of the Investment Management Regulatory Consulting Practice. She served as General Counsel of the Investment Company Institute from 2004 to 2007.

From 1996 to 1997, Ms. Krentzman served as an Assistant Director of the Division of Investment Management—Office of Disclosure and Investment Adviser Regulation of the U.S. Securities and Exchange Commission. She also served from 1991 to 1996 in various positions with the Division of Investment Management—Office of Regulatory Policy of the U.S. Securities and Exchange Commission and from 1987 to 1991 as an Associate at Ropes & Gray LLP.

The Board believes that Ms. Krentzman’s legal background, experience in financial services and accounting and as a director of other investment companies benefits the Funds.

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Anthony J. LaCava, Jr., Trustee

Anthony J. LaCava, Jr. has been a member of the Board of Trustees of the Invesco Funds since 2019.

Previously, Mr. LaCava served as a member of the board of directors and as a member of the audit committee of Blue Hills Bank, a publicly traded financial institution.

Mr. LaCava retired after a 37-year career with KPMG LLP (“KPMG”) where he served as senior partner for a wide range of firm clients across the retail, financial services, consumer markets, real estate, manufacturing, health care and technology industries. From 2005 to 2013, Mr. LaCava served as a member of the board of directors of KPMG and chair of the board’s audit and finance committee and nominating committee. He also previously served as Regional Managing Partner from 2009 through 2012 and Managing Partner of KPMG’s New England practice.

Mr. LaCava currently serves as Member and Chairman of the Business School Advisory Council of Bentley University and as a member of American College of Corporate Directors and Board Leaders, Inc.

The Board believes that Mr. LaCava’s experience in audit and financial services benefits the Funds.

James “Jim” Liddy, Trustee

James “Jim” Liddy has been a member of the Board of Trustees of the Invesco Funds since 2024. Mr. Liddy is a Retired Partner of KPMG LLP (KPMG) and previously served as Chairman of KPMG’s Global Financial Services, Americas practice from 2017 through 2021. He also led KPMG’s U.S. Financial Services practice from 2015 through 2021.

Prior to assuming his most recent role in 2017, Mr. Liddy served as Vice Chair of Audit and on various other committees at KPMG. He also previously served as National Managing Partner of Audit and was a member of the firm’s Global Audit Steering Group.

The Board believes that Mr. Liddy’s audit experience and knowledge of financial services and investment management benefits the Funds.

Dr. Prema Mathai-Davis, Trustee

Dr. Prema Mathai-Davis has been a member of the Board of Trustees of the Invesco Funds since 1998.

Since 2021, Dr. Mathai-Davis has served as a member of the Board of Positive Planet US, a non-profit organization and Healthcare Chaplaincy Network, a non-profit organization.

Previously, Dr. Mathai-Davis served as co-founder and partner of Quantalytics Research, LLC, (a FinTech Investment Research Platform) from 2017 to 2019, when the firm was acquired by Forbes Media Holdings, LLC.

Dr. Mathai-Davis previously served as Chief Executive Officer of the YWCA of the USA from 1994 until her retirement in 2000. Prior to joining the YWCA, Dr. Mathai-Davis served as the Commissioner of the New York City Department for the Aging. She was a Commissioner and Board Member of the Metropolitan Transportation Authority of New York, the largest regional transportation network in the U.S. Dr. Mathai-Davis also served as a Trustee of the YWCA Retirement Fund, the first and oldest pension fund for women, and on the advisory board of the Johns Hopkins Bioethics Institute. She was a member of the Board of Visitors of the University of Maryland School of Public Policy, and on the visiting Committee of The Harvard University Graduate School of Education.

Dr. Mathai-Davis was the president and chief executive officer of the Community Agency for Senior Citizens, a non-profit social service agency that she established in 1981. She also directed the Mt. Sinai School of Medicine-Hunter College Long-Term Care Gerontology Center, one of the first of its kind.

The Board believes that Dr. Mathai-Davis’ extensive experience in running public and charitable institutions benefits the Funds.

Joel W. Motley, Trustee

Joel W. Motley has been a member of the Board of Trustees of the Invesco Funds since 2019. From 2002 to 2019, Mr. Motley served on the boards of certain investment companies in the Oppenheimer Funds complex.

In May 2022, Mr. Motley rejoined the Vestry and the Investment Committee of Trinity Church Wall Street. Since 2021, Mr. Motley has served as a Board member of the Trust for Mutual Understanding, which makes grants to arts and environmental organizations in Eastern Europe. Since 2021, Mr. Motley has served as a member of the board of Blue Ocean Acquisition Corp. Since 2016, Mr. Motley has served as an independent director of the Office of Finance of the Federal Home Loan Bank System. He has served as Managing Director of Carmona Motley, Inc., a privately-held financial advisory firm, since 2002.

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Mr. Motley also serves as a member of the Council on Foreign Relations and its Finance and Budget Committee. He is a member of the Investment Committee and is Chairman Emeritus of the Board of Human Rights Watch and a member of the Investment Committee and the Board of Historic Hudson Valley, a non-profit cultural organization.

Since 2011, he has served as a Board Member and Investment Committee Member of the Pulitzer Center for Crisis Reporting, a non-profit journalism organization. Mr. Motley also serves as Director and member of the Board and Investment Committee of The Greenwall Foundation, a bioethics research foundation, and as a Director of Friends of the LRC, a South Africa legal services foundation.

Previously, Mr. Motley served as Managing Director of Public Capital Advisors, LLC, a privately held financial advisory firm, from 2006 to 2017. He also served as Managing Director of Carmona Motley Hoffman Inc. a privately-held financial advisor, and served as a Director of Columbia Equity Financial Corp., a privately-held financial advisor, from 2002 to 2007.

The Board believes that Mr. Motley’s experience in financial services and as a director of other investment companies benefits the Funds.

Teresa M. Ressel, Trustee

Teresa Ressel has been a member of the Board of Trustees of the Invesco Funds since 2017.

Ms. Ressel has previously served within the private sector and the U.S. government as well as consulting. Formerly, Ms. Ressel served at UBS AG in various capacities, including as Chief Executive Officer of UBS Securities LLC, a broker-dealer division of UBS Investment Bank, and as Group Chief Operating Officer of the Americas.

Between 2001 and 2004, Ms. Ressel served at the U.S. Treasury, initially as Deputy Assistant Secretary for Management & Budget and then as Assistant Secretary for Management and Chief Financial Officer. Ms. Ressel was confirmed by the U.S. Senate and anchored financial duties at the Department, including finance, accounting, risk, audit and performance measurement.

Ms. Ressel also volunteers within her community across a number of functions and serves on the board of GAVI, the Global Vaccine Alliance (non-profit) supporting children’s health.

The Board believes that Ms. Ressel’s risk management and financial experience in both the private and public sectors benefits the Funds.

Robert C. Troccoli, Trustee

Robert C. Troccoli has been a member of the Board of Trustees of the Invesco Funds since 2016.

Mr. Troccoli retired after a 39-year career with KPMG, where he served as a senior Partner. From 2013 to 2017, he was an adjunct professor at the University of Denver’s Daniels College of Business.

Mr. Troccoli’s leadership roles during his career with KPMG included managing partner and partner in charge of the Denver office’s Financial Services Practice. He served regulated investment companies, investment advisors, private partnerships, private equity funds, sovereign wealth funds, and financial services companies. Toward the end of his career, Mr. Troccoli was a founding member of KPMG’s Private Equity Group in New York City, where he served private equity firms and sovereign wealth funds. Mr. Troccoli also served mutual fund clients along with several large private equity firms as Global Lead Partner of KPMG’s Private Equity Group.

The Board believes that Mr. Troccoli’s experience as a partner in a large accounting firm and his knowledge of investment companies, investment advisors, and private equity firms benefits the Funds.

Daniel S. Vandivort, Trustee

Daniel S. Vandivort has been a member of the Board of Trustees of the Invesco Funds since 2019. From 2014 to 2019, Mr. Vandivort served on the boards of certain investment companies in the Oppenheimer Funds complex, as a Trustee and as the Governance Committee Chair.

Mr. Vandivort also served as Chairman, Lead Independent Director, and Chairman of the Audit Committee of the Board of Directors of the Value Line Funds from 2008 through 2014.

Previously, Mr. Vandivort also served as a Trustee and Chairman of the Weiss Peck and Greer Mutual Funds Board from 2004 to 2005.

Previously, Mr. Vandivort served at Weiss Peck and Greer/Robeco Investment Management from 1994 to 2007, as President and Chief Investment Officer and prior to that as Managing Director and Head of Fixed Income. Mr. Vandivort also served in various capacities at CS First Boston from 1984 to 1994, including as Head of Fixed Income at CS First Boston Investment Management.

Mr. Vandivort was also a Trustee on the Board of Huntington Disease Foundation of America from 2007 to 2013 and from 2015 to 2019. He also served as Treasurer and Chairman of the Audit and Finance Committee of Huntington Disease Foundation of America from 2016 to 2019.

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Mr. Vandivort currently serves as President of Flyway Advisory Services LLC, a consulting and property management company. He is also a Member of the Investment Committee for the Historic Charleston Foundation

The Board believes that Mr. Vandivort’s experience in financial services and investment management and as a director of other investment companies benefits the Funds.

Board Role in Risk Oversight

The Board considers risk management issues as part of its general oversight responsibilities throughout the year at its regular meetings and at regular meetings of its Committees. Invesco prepares regular reports that address certain investment, valuation and compliance matters, and the Board as a whole or the Committees also receive special written reports or presentations on a variety of risk issues at the request of the Board, a Committee or the Senior Officer.

The Board also considers liquidity risk management issues as part of its general oversight responsibilities and oversees the Funds’ liquidity risk through, among other things, receiving periodic reporting and presentations by Invesco personnel that address liquidity matters. The Board also oversees risks related to certain Funds’ use of derivatives as part of its general oversight responsibilities. The Board has approved a derivatives risk manager, which is responsible for administering the derivatives risk management program (“DRM Program”) for the Funds that are required to implement a DRM Program. The Board meets with the derivatives risk manager on a periodic basis, including receiving quarterly and annual reports from the derivatives risk manager, to review the implementation of the DRM Program.

The Audit Committee assists the Board with its oversight of the Funds’ accounting and auditing process. The Audit Committee is responsible for selecting the Funds’ independent registered public accounting firm (auditors), including evaluating their independence and meeting with such auditors to consider and review matters relating to the Funds’ financial reports and internal controls. In addition, the Audit Committee meets regularly with representatives of Invesco Ltd.’s internal audit group to review reports on their examinations of functions and processes within Invesco that affect the Funds. The Audit Committee also oversees the Adviser’s process for valuing the Funds’ portfolio investments and receives reports from management regarding its process and the valuation of the Funds’ portfolio investments as consistent with the valuation policy approved by the Board and related procedures.

The Compliance Committee receives regular compliance reports prepared by Invesco’s compliance group and meets regularly with the Fund’s Chief Compliance Officer (CCO) to discuss compliance issues, including compliance risks. The Compliance Committee has recommended and the Board has adopted compliance policies and procedures for the Funds and for the Funds’ service providers. The compliance policies and procedures are designed to detect, prevent and correct violations of the federal securities laws.

The Governance Committee monitors the composition of the Board and each of its Committees and monitors the qualifications of the Trustees to ensure adherence to certain governance undertakings applicable to the Funds. In addition, the Governance Committee oversees an annual self-assessment of the Board and its committees and addresses governance risks, including insurance and fidelity bond matters, for the Funds.

The Investments Committee and its sub-committees receive regular written reports describing and analyzing the investment performance of the Invesco Funds. In addition, Invesco’s Chief Investment Officers and the portfolio managers of the Funds meet regularly with the Investments Committee or its sub-committees to discuss portfolio performance, including investment risk, such as the impact on the Funds of investments in particular types of securities or instruments, such as derivatives. To the extent that a Fund changes a particular investment strategy that could have a material impact on the Fund’s risk profile, the Board generally is consulted in advance with respect to such change.

Compensation of Trustees

Each Trustee who is not affiliated with Invesco is compensated for his or her services according to a fee schedule that recognizes the fact that such Trustee also serves as a Trustee of other Invesco Funds. Each such Trustee receives a fee, allocated among the Invesco Funds for which he or she serves as a Trustee that consists of an annual retainer component and a meeting fee component. The Chair of the Board and Chair of each Committee (defined below) and Sub-Committee receive additional compensation for their services. Compensation received by the Trustees of the Funds as of fiscal year ended February 29, 2024 is shown on Annex B hereto.

Pre-Amendment Retirement Plan For Trustees

The Trustees have adopted a Retirement Plan for the Trustees who are not affiliated with the Adviser. A description of the pre-amendment Retirement Plan follows. Annual retirement benefits are available from the Funds and/or the other Invesco Funds for which a Trustee serves (each, a “Covered Fund”), for each Trustee who is not an employee or officer of the Adviser, who either (a) became a Trustee prior to December 1, 2008, and who has at least five years of credited service as a Trustee (including service to a predecessor fund) of a Covered Fund, or (b) was a member of the Board of Trustees of a Van Kampen Fund immediately prior to June 1, 2010 (“Former Van Kampen Trustee”), and has at least one year of credited service as a Trustee of a Covered Fund after June 1, 2010.

For Trustees other than Former Van Kampen Trustees, effective January 1, 2006, for retirements after December 31, 2005, the retirement benefits will equal 75% of the Trustee’s annual retainer paid to or accrued by any Covered Fund with respect to such Trustee during the twelve-month period prior to retirement, including the amount of any retainer deferred under a separate deferred compensation agreement between the Covered Fund and the Trustee. The amount of the annual retirement benefit does not include additional compensation paid for Board meeting fees or compensation paid to the Chair of the Board and the Chairs and Vice Chairs of certain Board committees, whether such amounts are paid directly to the Trustee or deferred.

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The annual retirement benefit is payable in quarterly installments for a number of years equal to the lesser of (i) sixteen years or (ii) the number of such Trustee’s credited years of service. If a Trustee dies prior to receiving the full amount of retirement benefits, the remaining payments will be made to the deceased Trustee’s designated beneficiary for the same length of time that the Trustee would have received the payments based on his or her service or, if the Trustee has elected, in a discounted lump sum payment. A Trustee must have attained the age of 65 (60 in the event of disability) to receive any retirement benefit. A Trustee may make an irrevocable election to commence payment of retirement benefits upon retirement from the Board before age 72; in such a case, the annual retirement benefit is subject to a reduction for early payment.

If the Former Van Kampen Trustee completes at least 10 years of credited service after June 1, 2010, the retirement benefit will equal 75% of the Former Van Kampen Trustee’s annual retainer paid to or accrued by any Covered Fund with respect to such Trustee during the twelve-month period prior to retirement, including the amount of any retainer deferred under a separate deferred compensation agreement between the Covered Fund and such Trustee. The amount of the annual retirement benefit does not include additional compensation paid for Board meeting fees or compensation paid to the Chair of the Board and the Chairs and Vice Chairs of certain Board committees, whether such amounts are paid directly to the Trustee or deferred. The annual retirement benefit is payable in quarterly installments for 10 years beginning after the later of the Former Van Kampen Trustee’s termination of service or attainment of age 72 (or age 60 in the event of disability or immediately in the event of death). If a Former Van Kampen Trustee dies prior to receiving the full amount of retirement benefits, the remaining payments will be made to the deceased Trustee’s designated beneficiary or, if the Trustee has elected, in a discounted lump sum payment.

If the Former Van Kampen Trustee completes less than 10 years of credited service after June 1, 2010, the retirement benefit will be payable at the applicable time described in the preceding paragraph, but will be paid in two components successively. For the period of time equal to the Former Van Kampen Trustee’s years of credited service after June 1, 2010, the first component of the annual retirement benefit will equal 75% of the compensation amount described in the preceding paragraph. Thereafter, for the period of time equal to the Former Van Kampen Trustee’s years of credited service after June 1, 2010, the second component of the annual retirement benefit will equal the excess of (x) 75% of the compensation amount described in the preceding paragraph, over (y) $68,041 plus an interest factor of 4% per year compounded annually measured from June 1, 2010 through the first day of each year for which payments under this second component are to be made. In no event, however, will the retirement benefits under the two components be made for a period of time greater than 10 years. For example, if the Former Van Kampen Trustee completes 7 years of credited service after June 1, 2010, he or she will receive 7 years of payments under the first component and thereafter 3 years of payments under the second component, and if the Former Van Kampen Trustee completes 4 years of credited service after June 1, 2010, he or she will receive 4 years of payments under the first component and thereafter 4 years of payments under the second component.

Amendment of Retirement Plan and Conversion to Defined Contribution Plan

The Trustees approved an amendment to the Retirement Plan to convert it to a defined contribution plan for active Trustees (the “Amended Plan”). Under the Amended Plan, the benefit amount was amended for each active Trustee to the present value of the Trustee’s existing retirement plan benefit as of December 31, 2013 (the “Existing Plan Benefit”) plus the present value of retirement benefits expected to be earned under the Retirement Plan through the end of the calendar year in which the Trustee attained age 75 (the “Expected Future Benefit” and, together with the Existing Plan Benefit, the “Accrued Benefit”). On the conversion date, the Covered Funds established bookkeeping accounts in the amount of their pro rata share of the Accrued Benefit, which is deemed to be invested in one or more Invesco Funds selected by the participating Trustees. Such accounts will be adjusted from time to time to reflect deemed investment earnings and losses. Each Trustee’s Accrued Benefit is not funded and, with respect to the payments of amounts held in the accounts, the participating Trustees have the status of unsecured creditors of the Covered Funds. Trustees will be paid the adjusted account balance under the Amended Plan in quarterly installments for the same period as described above.

Deferred Compensation Agreements

Certain former Trustees and current Independent Trustees (for purposes of this paragraph only, the Deferring Trustees) have executed a Deferred Compensation Agreement (collectively, the Compensation Agreements). Pursuant to the Compensation Agreements, the Deferring Trustees have the option to elect to defer receipt of up to 100% of their compensation payable by the Funds, and such amounts are placed into a deferral account and deemed to be invested in one or more Invesco Funds selected by the Deferring Trustees. Amounts deferred by Deferring Trustees pursuant to a Compensation Agreement during the most recent fiscal year are shown in Appendix B – Trustee Compensation Table.

Distributions from these deferral accounts will be paid in cash, generally in equal quarterly installments over a period of up to ten (10) years (depending on the Compensation Agreement) beginning on the date selected under the Compensation Agreement. If a Deferring Trustee dies prior to the distribution of amounts in his or her deferral account, the balance of the deferral account will be distributed to his or her designated beneficiary. The Compensation Agreements are not funded and, with respect to the payments of amounts held in the deferral accounts, the Deferring Trustees have the status of unsecured creditors of the Funds and of each other Invesco Fund from which they are deferring compensation.

Board Committees

The standing committees of the Board are the Audit Committee, the Compliance Committee, the Governance Committee, and the Investments Committee (the “Committees”).

Audit Committee

The members of the Audit Committee are Messrs. LaCava (Chair), Liddy and Troccoli, Dr. Jones, and Mss. Hostetler and Ressel. The Audit Committee performs a number of functions with respect to the oversight of the Funds’ accounting and financial reporting, including: (i) assisting the Board with its oversight of the qualifications, independence and performance of the independent registered public accountants; (ii) selecting

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independent registered public accountants for the Funds; (iii) to the extent required, pre-approving certain audit and permissible non-audit services; (iv) overseeing the financial reporting process for the Funds; (v) assisting the Board with its oversight of the integrity of the Funds’ financial statements and compliance with legal and regulatory requirements that relate to the Funds’ accounting and financial reporting, internal control over financial reporting and independent audits; (vi) pre-approving engagements for non-audit services to be provided by the Funds’ independent auditors to the Funds’ investment adviser or to any of its affiliates; and (vii) overseeing the performance of the fair valuation determinations by the Adviser. During the fiscal year ended February 29, 2024, the Audit Committee held six meetings. The Audit Committee’s charter is available at www.invesco.com/us. Four members of the Audit Committee have been determined by the Board to be an “audit committee financial expert” as defined by the SEC. Each such audit committee financial expert is an Independent Trustee.

Compliance Committee

The members of the Compliance Committee are Messrs. Motley and Vandivort, and Mss. Brown, Deckbar and Krentzman (Chair) and Dr. Mathai-Davis. The Compliance Committee performs a number of functions with respect to compliance matters, including: (i) reviewing and making recommendations concerning the qualifications, performance and compensation of the Funds’ Chief Compliance Officer; (ii) reviewing recommendations and reports made by the Chief Compliance Officer of the Funds regarding compliance matters; (iii) overseeing compliance policies and procedures of the Funds and their service providers; (iv) overseeing potential conflicts of interest that are reported to the Compliance Committee by Invesco, the Chief Compliance Officer or other independent advisors; (v) reviewing reports prepared by a third party’s compliance review of Invesco; (vi) if requested by the Board, overseeing risk management with respect to the Funds (other than risks overseen by the other Committees), including receiving and overseeing risk management reports from Invesco that are applicable to the Funds and their service providers; and (vii) reviewing reports by Invesco on correspondence with regulators or governmental agencies with respect to the Funds and recommending to the Board what action, if any, should be taken by the Funds in light of such reports. During the fiscal year ended February 29, 2024, the Compliance Committee held four meetings.

Governance Committee

The members of the Governance Committee are Messrs. Motley and Vandivort (Chair) and Mss. Brown and Hostetler and Dr. Mathai-Davis. The Governance Committee performs a number of functions with respect to governance, including: (i) nominating persons to serve as Independent Trustees and as members of each Committee, and nominating the Chair of the Board, the Chair of each Committee, and the Chair of each Sub-Committee of the Investments Committee; (ii) reviewing and making recommendations to the full Board regarding the size and composition of the Board and the compensation payable to the Independent Trustees;(iii) overseeing the annual evaluation of the performance of the Board and its Committees; (iv) considering and overseeing the selection of independent legal counsel to the Independent Trustees; (v) considering and overseeing the selection and engagement of a Senior Officer if and as they deem appropriate, including compensation and scope of services, and recommending all such matters to the Board or the independent trustees as appropriate; (vi) reviewing administrative and/or logistical matters pertaining to the operations of the Board; and (vii) reviewing annually recommendations from Invesco regarding amounts and coverage of primary and excess directors and officers/errors and omissions liability insurance and allocation of premiums. During the fiscal year ended February 29, 2024, the Governance Committee held nine meetings. The Governance Committee’s charter is available at www.invesco.com/us.

When the Board has or expects to have a vacancy, the Governance Committee receives and reviews information on individuals qualified to be recommended to the full Board as nominees for election as Trustees. The Governance Committee considers candidates identified by members of the Governance Committee, the full Board and management, as well as any recommendations by shareholders (as described below), as part of this process. At times, the Governance Committee may use a third party search firm to assist with the identification of qualified candidates.

The Governance Committee will consider nominees recommended by a shareholder in accordance with the Funds’ governing instruments to serve as trustees, provided: (i) that such submitting shareholder provides the information required by, and otherwise complies with the applicable provisions of, the Fund’s governing instruments, (ii) that such submitting shareholder is a shareholder of record, with proof of such ownership or holding reasonably satisfactory to the Funds to be provided by such record owner or nominee holder, at the time he or she submits such names and is entitled to vote at the meeting of shareholders at which trustees will be elected; and (ii) that the Governance Committee or the Board, as applicable, shall make the final determination of persons to be nominated. While the Governance Committee believes that there are no specific minimum qualifications for a nominee to possess or any specific qualities or skills that are necessary, in considering a candidate’s qualifications, the Governance Committee may consider, among other things: (1) whether or not the person is an “interested person,” as defined in the 1940 Act, and is otherwise qualified under applicable laws and regulations to serve as a trustee of the Funds; (2) whether or not the person is willing to serve as, and willing and able to commit the time necessary for the performance of the duties of, a trustee; (3) whether the person can make a positive contribution to the Board and the Funds, with consideration being given to the person’s specific experience, education, qualifications and other skills; and (4) whether the person is of good character and high integrity, and whether the person has other desirable personality traits, including independence, leadership and the ability to work with other Board members. The Governance Committee has not adopted any specific policy on the issue of diversity, but will take this into account, among other factors, in its consideration of new candidates to the Board.

Under the Funds’ governing instruments, nominees must meet certain additional qualifications to qualify for nomination and service as a Trustee. Nominees may be disqualified if they engaged in disabling conduct outlined in the Funds’ Declarations of Trust. Nominees that are associated with other investment vehicles and investment advisers may not be eligible for nomination and service as a Trustee if the Board finds that such associations have conflicts of interest with the long-term best interests of the Funds, impede the ability of the nominee to perform, or impede the free-flow of information from management. Nominees that are acting in concert with control persons of other investment companies that are in violation of Section 12(d)(1) of the 1940 Act shall be disqualified from nomination and service as a Trustee.

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Notice procedures set forth in each Fund’s Bylaws require that any shareholder of a Fund desiring to nominate a trustee for election at an annual shareholder meeting must deliver to the Fund’s Secretary notice of the shareholder’s intent to nominate in writing not less than ninety (90) nor more than one hundred twenty (120) days prior to the first anniversary date of the annual meeting for the preceding year.

Investments Committee

The members of the Investments Committee are Messrs., LaCava, Liddy, Motley (Sub-Committee Chair), Troccoli (Sub-Committee Chair) and Vandivort, Mss. Brown, Deckbar, Hostetler (Chair), Krentzman and Ressel and Drs. Jones and Mathai-Davis (Sub-Committee Chair). The Investments Committee’s primary purposes are to assist the Board in its oversight of the investment management services provided by Invesco and the Sub-Advisers and to periodically review Fund performance information, and information regarding the investment personnel and other resources devoted to the management of the Funds and make recommendations to the Board, when applicable. During the fiscal year ended February 29, 2024, the Investments Committee held four meetings.

The Investments Committee has established three Sub-Committees and delegated to the Sub-Committees responsibility for, among other matters: (i) reviewing the performance of the Funds that have been assigned to a particular Sub-Committee (for each Sub-Committee, the Designated Funds), except to the extent the Investments Committee takes such action directly; (ii) reviewing with the applicable portfolio managers from time to time the investment objective(s), policies, strategies, performance and risks and other investment-related matters of the Designated Funds; and (iii) being generally familiar with the investment objectives and principal investment strategies of the Designated Funds.

Shareholder Communications

Shareholders may send communications to each Fund’s Board. Shareholders should send communications intended for the Board or for a Trustee by addressing the communication directly to the Board or individual Trustee and/or otherwise clearly indicating that the communication is for the Board or individual Trustee and by sending the communication to either the office of the Secretary of the applicable Fund or directly to such Trustee at the address specified for such Trustee above. Other shareholder communications received by any Fund not directly addressed and sent to the Board will be reviewed and generally responded to by management and will be forwarded to the Board only at management’s discretion based on the matters contained therein.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR ALL” OF THE NOMINEES.

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SECOND MEETING – PROPOSAL 1

TO APPROVE AMENDMENTS TO THE REQUIRED FUNDAMENTAL INVESTMENT RESTRICTIONS (THIS PROPOSAL INVOLVES SEPARATE VOTES ON SUB-PROPOSALS 1(a) – 1(h) (THE “STANDARD RESTRICTION PROPOSAL”)

The Standard Restriction Proposal:

The Board has approved, and recommends that shareholders approve, amendments to the Amending Funds’ fundamental investment restrictions, as applicable, regarding: (a) diversification, (b) borrowing, (c) issuing senior securities, (d) underwriting securities issued by other persons, (e) industry concentration, (f) purchasing and selling real estate, (g) purchasing and selling commodities, and (h) making loans to other persons.

Sub-Proposal 1(a): To amend the fundamental investment restriction regarding diversification.

The 1940 Act requires each registered investment company to classify itself as either a “diversified” or “non-diversified” fund and to designate such classification as fundamental. If a fund is “diversified,” then it may not purchase the securities of any one issuer if, at the time of purchase, with respect to 75% of the fund’s total assets, more than 5% of its total assets would be invested in the securities of that issuer, or the fund would own or hold more than 10% of the outstanding voting securities of that issuer. Up to 25% of a fund’s total assets may be invested without regard to these limitations. Under the 1940 Act, these limitations do not apply to securities issued or guaranteed as to principal or interest by the U.S. government or any of its agencies or instrumentalities, or to the securities of other investment companies. For each Amending Fund currently designated as a “diversified” fund (the “Diversified Amending Funds”), such Diversified Amending Fund’s current fundamental investment restriction regarding diversification is detailed in Annex C. Invesco Pennsylvania Value Municipal Income Trust is currently classified as non-diversified and therefore, shareholders of that Fund are not being asked to approve an amended fundamental investment restriction regarding diversification.

Proposed Fundamental Investment Restriction Regarding Diversification

The proposed standardized fundamental investment restriction regarding diversification for each Diversified Amending Fund is as follows:

The Fund is a “diversified company” as defined in the 1940 Act. The Fund will not purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff (collectively, the “1940 Act Laws and Interpretations”) or except to the extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the “1940 Act Laws, Interpretations and Exemptions”). In complying with this restriction, however, the Fund may purchase securities of other investment companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions.

What effect will amending the current diversification restriction have on the Diversified Amending Funds?

No change is being made to each Diversified Amending Fund’s classification and operation as a diversified company. The proposed standardized diversification restriction for the Diversified Amending Funds has substantially the same effect as their respective current restriction, with some exceptions as noted below, and would directly tie each Diversified Amending Fund’s diversification restriction to the 1940 Act definition of “diversified company.” The changes will also conform each Diversified Amending Fund’s diversification restriction to that of the other funds in the Invesco Fund Complex. Further, if the requirements for diversification under the 1940 Act were to change, the language in the proposed standardized diversification restriction would permit each applicable Diversified Amending Fund to take advantage of that change without requiring shareholders to take further action.

Invesco Bond Fund also includes in its current fundamental investment restriction regarding diversification that the Fund may not invest more than 5% of its total assets at market value in securities of companies which, including predecessor companies and operations, have been in continuous operation less than three years. To maximize the investment flexibility of the Fund and to simplify compliance with the related requirements, the Board and Invesco propose that this language be removed from the Fund’s diversification restriction in conjunction with the proposed amendments.

Invesco Trust for Investment Grade New York Municipals does not currently have a stated fundamental investment restriction regarding diversification under the 1940 Act. The Trust was initially classified as a “non-diversified” fund and therefore did not have a fundamental investment restriction regarding diversification. Pursuant to SEC rules and related Staff no-action relief, an investment company that has registered as a non-diversified company but has operated as a diversified company for a period of at least three years is a de facto “diversified company” and cannot operate again as a non-diversified company without first obtaining shareholder approval as required under Section 13 of the 1940 Act. Because the Trust has been operating as a diversified fund for at least three years, the Trust is considered a de facto diversified fund and is therefore subject to the same diversification requirements as the other Diversified Amending Funds. Adopting the proposed standardized diversification restriction as the Trust’s stated diversification policy will reflect how the Trust is currently operating with respect to issuer diversification and will conform the Trust’s restriction to that of other diversified funds in the Invesco Fund Complex.

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At the present time, the Board and Adviser do not anticipate that the proposed amended restriction would involve additional material risk to the Diversified Amending Funds or affect the way the Diversified Amending Funds are currently managed or operated.

Sub-proposal 1(b): To amend the fundamental investment restriction regarding borrowing.

The 1940 Act permits closed-end funds to engage in leverage, subject to certain limitations and asset coverage requirements. All registered investment companies are required to have a fundamental investment restriction regarding the borrowing of money. The 1940 Act requirements for closed-end fund borrowing generally are designed to protect shareholders and their investment by ensuring that the closed-end fund maintains adequate asset coverage for its borrowings, while also providing certain rights to the closed-end fund’s lenders. Each Fund’s current fundamental investment restriction regarding borrowing is included in Annex C.

Proposed Fundamental Investment Restriction Regarding Borrowing

The proposed standardized fundamental investment restriction regarding borrowing for all the Amending Funds is as follows:

The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions.

What effect will amending the current borrowing restriction have on the Amending Funds?

The 1940 Act permits a fund to borrow money in amounts of up to one-third of the fund’s total assets from banks for any purpose. In addition to the foregoing borrowings, a fund may borrow up to 5% of its total assets from banks or other lenders for temporary purposes. To limit the potential risks of borrowing, the 1940 Act requires a fund to maintain an “asset coverage” of at least 300% of the amount of its borrowings, provided that if the fund’s asset coverage falls below 300%, a fund must, within three days thereafter (not including Sundays and holidays), reduce the amount of its borrowings to an extent that the asset coverage of all of the fund’s borrowings shall be at least 300%.

For Invesco Value Municipal Income Trust and Invesco Senior Income Trust, the proposed standardized fundamental investment restriction regarding borrowing has substantially the same effect as each Fund’s respective current restriction in terms of the flexibility it provides to each Fund to borrow money to the extent permitted by the 1940 Act, rules, regulations, exemptions and other relief. However, the proposed standardized borrowing restriction will allow maximum flexibility for each Fund to also conform to any guidance, interpretations or modifications by the SEC without shareholder action, and will also align the language of each Fund’s borrowing restriction to that of the other funds in the Invesco Fund Complex.

For the Amending Funds, other than Invesco Value Municipal Income Trust and Invesco Senior Income Trust, their respective current restrictions regarding borrowing impose additional restrictions not required by the 1940 Act, including only permitting borrowings for emergency or temporary purposes and not allowing further borrowings when borrowings exceed 5% of a Fund’s total asset value. Certain of the Funds’ borrowing restrictions also include restrictions on a Fund’s ability to mortgage, pledge or hypothecate assets. The proposed standardized borrowing restriction will permit these Amending Funds to borrow to the fullest extent permitted by the 1940 Act and related interpretations, as in effect from time to time, and, for many, in situations and under circumstances when it previously could not do so (i.e., not limited to temporary purposes) as permitted by the 1940 Act. The proposed standardized borrowing restriction also will enable an Amending Fund to pledge its assets without limitation, subject to applicable law and interpretations and to its investment objective, strategies and policies. See the broader discussion on pledging of assets in Sub-Proposal 2(j) below.

The proposed standardized borrowing restriction will provide the Adviser with more flexibility in managing each Amending Fund’s portfolio. Because the proposed standardized borrowing restriction would provide the Amending Funds with additional borrowing flexibility, to the extent that an Amending Fund uses such flexibility in the future, the Amending Fund may be subject to some additional costs and risks inherent in borrowing, such as possibly reduced total return and increased volatility. In addition, the Board and the Adviser believe that it is in the Amending Funds’ best interests to amend the current restriction because under the proposed standardized borrowing restriction, if current applicable law were to change, the Amending Funds would be able to conform to any such new law that may provide greater flexibility of investment without requiring shareholders to take further action.

Further, the proposed standardized borrowing restriction would combine each Amending Fund’s current restriction on borrowing with its fundamental investment restriction on issuing senior securities to conform the format of this investment restriction with the combined investment restriction on borrowing and issuing senior securities used by the other funds in the Invesco Fund Complex. See the broader discussion on issuing senior securities in Sub-Proposal 1(c) directly below.

At the present time, the Board and Adviser do not anticipate that the proposed amended restriction would involve additional material risk to the Amending Fund or affect the way the Amending Fund is currently managed or operated.

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Sub-Proposal 1(c): To amend the fundamental investment restriction regarding issuing senior securities.

The 1940 Act requires registered investment companies to have a fundamental investment restriction describing its ability to issue senior securities. A senior security is any bond, debenture, note or similar obligation or instrument constituting a security and evidencing indebtedness, and any stock of a class having priority over any other class as to the distribution of assets or payment of dividends. The 1940 Act generally permits closed-end funds to issue senior securities, subject to certain requirements as to terms and asset coverage. Each Amending Fund’s current restriction regarding issuing senior securities is included in Annex C.

Proposed Fundamental Investment Restriction Regarding Issuing Senior Securities

The proposed standardized fundamental investment restriction regarding issuing senior securities for all the Amending Funds is as follows:

The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions.

What effect will amending the current senior securities restriction have on the Amending Funds?

The 1940 Act prohibits a closed-end fund from issuing any class of senior security, or selling any class of senior security of which it is the issuer, that represents indebtedness, unless immediately after such issuance or sale the investment company will have asset coverage of at least 300%. Under the 1940 Act, a senior security does not include any promissory note or evidence of indebtedness where such loan is for temporary purposes only and in an amount not exceeding 5% of the value of the total assets of the fund at the time the loan is made (a loan is presumed to be for temporary purposes if it is repaid within 60 days and is not extended or renewed).

As with the borrowing restriction noted above, for Invesco Value Municipal Income Trust and Invesco Senior Income Trust, the proposed standardized fundamental investment restriction regarding issuing senior securities has substantially the same effect as each Fund’s respective current restriction in terms of the flexibility it provides to each Fund to issue senior securities to the extent permitted by the 1940 Act, rules, regulations, exemptions and other relief. However, the proposed standardized senior securities restriction will also allow maximum flexibility for each Fund to conform to any guidance, interpretations or modifications by the SEC without requiring shareholders to take further action, and will also align the language of each Fund’s fundamental investment restriction regarding senior securities to that of the other funds in the Invesco Fund Complex.

For the Amending Funds, other than Invesco Value Municipal Income Trust and Invesco Senior Income Trust, their respective current restrictions regarding issuing senior securities permit the Funds to issue senior securities in limited circumstances (such as only for hedging or in connection with specified derivative transactions) that are generally more restrictive than currently permitted under applicable law. Adopting the proposed standardized senior securities restriction for such Funds will permit these Funds to issue senior securities to the fullest extent permitted by the 1940 Act and related interpretations, as in effect from time to time, and, for many, in situations and under circumstances when it previously could not do so. Essentially, the proposed standardized senior securities restriction clarifies each of these Fund’s ability to engage in any investment transactions which, while appearing to raise senior security concerns, have been interpreted as not constituting the issuance of senior securities under the federal securities laws. In addition, adopting the proposed standardized senior securities restriction for these Funds will provide the Funds with the flexibility to react to the development of new investment opportunities and instruments that may not be covered under the Funds’ current restrictions which were adopted many years ago and before the evolution of the market for certain instruments such as derivatives, in accordance with the Funds’ investment goals and strategies.

In addition, the numerous varied articulations of the current fundamental investment restriction regarding issuing senior securities for the Amending Funds creates inefficiencies in monitoring portfolio compliance and in some instances creates conflicts among restrictions whose language in some instances varies only slightly from one to another. For all the Amending Funds, the proposed standardized senior securities restriction conforms the restriction to the combined investment restriction on issuing senior securities and borrowing used by the other funds in the Invesco Fund Complex.

At the present time, the Board and Adviser do not anticipate that the proposed amended restriction would involve additional material risk to the Amending Funds or affect the way the Amending Funds are currently managed or operated.

Sub-Proposal 1(d): To amend the fundamental investment restriction regarding underwriting securities issued by other persons.

The 1940 Act requires registered investment companies to have a fundamental investment restriction concerning underwriting securities issued by other persons. Under the federal securities laws, a person or company generally is considered to be an underwriter if the person or company participates in the public distribution of securities of other issuers, which involves purchasing the securities from the issuer with the intention of reselling the securities to the public. From time to time, an Amending Fund may purchase securities in a private transaction for investment purposes and later sell or redistribute the securities to institutional investors. Under these circumstances, the Amending Funds could possibly be considered to be within the technical definition of an underwriter under the federal securities laws. SEC staff positions have clarified, however, that the resales of privately placed securities by investors, such as the Amending Funds, do not make the Amending Funds’ underwriters. Each Amending Fund’s current fundamental investment restriction regarding underwriting securities is included in Annex C.

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Proposed Fundamental Investment Restriction Regarding Underwriting Securities Issued By Other Persons

The proposed standardized fundamental investment restriction regarding underwriting securities issued by other persons for all the Amending Funds is as follows:

The Fund may not underwrite the securities of other issuers. This restriction does not prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of its portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act.

What effect will amending the current underwriting restriction have on the Amending Funds?

The proposed standardized fundamental investment restriction regarding underwriting securities has substantially the same effect as each Amending Fund’s respective current restriction. Under its current restriction, each Amending Fund is prohibited from underwriting securities issued by others, subject to certain exceptions which slightly vary by Amending Fund. The proposed standardized underwriting restriction would conform each Amending Fund’s investment restriction regarding underwriting to the current investment restriction for the vast majority of the other funds within the Invesco Fund Complex. Standardizing the restriction will allow the Amending Funds to gain efficiencies in monitoring compliance with this underwriting restriction.

At the present time, the Board and Adviser do not anticipate that the proposed amended restriction would involve additional material risk to the Amending Funds or affect the way the Amending Funds are currently managed or operated.

Sub-Proposal 1(e): To amend the fundamental investment restriction regarding lending.

The 1940 Act requires registered investment companies to have a fundamental investment restriction with respect to making loans. In addition to a loan of cash, the term “loan” may, under certain circumstances, be deemed to include certain transactions and investment-related practices. Among those transactions and practices are the lending of portfolio securities, the purchase of certain debt instruments, entering into repurchase agreements, and making direct loans to borrowers. Each Amending Fund’s current fundamental investment restriction regarding lending is included in Annex C.

Proposed Fundamental Investment Restriction Regarding Lending

The proposed standardized fundamental investment restriction regarding lending for all the Amending Funds is as follows:

The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests.

What effect will amending the current lending restriction have on the Amending Funds?

Other than for Invesco Value Municipal Income Trust, which currently has a restriction regarding lending that has substantially the same effect as the proposed standardized restriction, the proposed fundamental investment restriction regarding lending provides the Amending Funds with maximum flexibility to engage in lending to the fullest extent permitted by applicable law. The proposed standardized lending restriction recognizes each Amending Fund’s traditional emphasis on investing in debt instruments, and more readily facilitates investments in newer forms of debt instruments as they become available. The change to the current restriction regarding lending would permit investments in additional forms of debt instruments, including direct non-corporate loans and other asset classes that may be broader or less liquid.

The changes will also conform each Amending Fund’s investment restriction regarding lending, including Invesco Value Municipal Income Trust’s restriction, to that of the other funds in the Invesco Fund Complex. Further, if the requirements regarding lending under the 1940 Act were to change, the Amending Funds would be able to take advantage of that change without requiring shareholder to take further action.

The current restriction regarding lending for Invesco Municipal Income Opportunities Trust also limits the Fund’s investments in repurchase agreements that do not mature within seven days to 10% of the Fund’s total assets and the amount of Fund securities on loan to 25% of the Fund’s total assets. The current restriction regarding lending for Invesco Bond Fund limits to the amount of Fund securities on loan to 10% of the value of the Fund’s assets, collateralized at 100% each business day, subject to immediate termination if collateral is not maintained or on five business days’ notice, on which the Fund will receive all income accruing on the borrowed securities during the loan and will pay no fees except reasonable finders, administrative and custodial fees. If shareholders of Invesco Municipal Income Opportunities Trust and Invesco Bond Fund approve the amendment to each Fund’s fundamental investment restriction regarding lending, each Fund will no longer be subject to these limitations. However, with respect to securities lending, each Fund will be permitted to lend securities to the extent of 1/3 of the Fund’s total assets and such loans will be callable at any time and continuously secured by segregated collateral equal to no less than the market value, determined daily, of the loaned securities.

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At the present time, the Board and Adviser do not anticipate that the proposed amended restriction would involve additional material risk to the Amending Funds or affect the way the Amending Funds are currently managed or operated.

Sub-Proposal 1(f): To amend the fundamental investment restriction regarding purchasing and selling real estate.

The 1940 Act requires registered investment companies to have a fundamental investment restriction regarding purchasing and selling real estate. The 1940 Act does not prohibit an investment company from investing in real estate, either directly or indirectly. Each Amending Fund’s current fundamental investment restriction regarding purchasing and selling real estate is included in Annex C.

Proposed Fundamental Investment Restriction Regarding Purchasing and Selling Real Estate

The proposed standardized fundamental investment restriction regarding purchasing and selling real estate for all the Amending Funds is as follows:

The Fund may not purchase real estate or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein.

What effect will amending the current real estate restriction have on the Amending Funds?

The proposed standardized fundamental investment restriction regarding real estate has substantially the same effect as each Amending Fund’s respective current restriction. Generally, each Amending Fund currently does not intend to purchase or sell real estate. However, each Amending Fund wishes to preserve the flexibility to invest in certain real estate related securities consistent with its investment objective and strategies. The proposed standardized real estate restriction would allow each Amending Fund to invest in a potentially greater universe of real estate-related securities than the current investment restriction by permitting investments in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investments in securities that are secured by real estate or interests therein. In addition, the proposed standardized real estate restriction would permit (as in certain Amending Funds’ current investment restrictions) the other Amending Funds to purchase and sell real estate as a result of the ownership of securities or other instruments.

The current restriction regarding purchasing and selling real estate for Invesco Bond Fund also limits the Fund’s investments in securities of companies which invest or deal in real estate, including real estate investment trusts to 10% of the Fund’s total assets. If shareholders approve the amendment to the Fund’s fundamental investment restriction regarding purchasing and selling real estate, this 10% fundamental investment limitation will be removed. The current restriction regarding purchasing and selling real estate for Invesco Senior Income Trust also allows the Fund to purchase or sell real estate pursuant to the exercise by the Fund of its rights under loan agreements and to the extent the interests in senior loans the Fund may invest in are considered to be interests in real estate. The proposed standardized real estate restriction allows a fund to purchase or sell real estate if acquired as a result of ownership of securities or other instruments. Therefore, it is not anticipated that Invesco Senior Income Trust will lose any investment flexibility if shareholders approve the amendment of its fundamental investment restriction regarding purchasing and selling real estate.

The proposed standardized real estate restriction will permit these Amending Funds to invest in real estate to the fullest extent permitted by the 1940 Act and related interpretations, as in effect from time to time. Further, the proposed standardized real estate restriction for Invesco Municipal Trust, Invesco California Value Municipal Income Trust, Invesco Trust for Investment Grade New York Municipals, Invesco Municipal Opportunity Trust, Invesco Advantage Municipal Income Trust II, Invesco Trust for Investment Grade Municipals, Invesco High Income Trust II, Invesco Senior Income Trust and Invesco Pennsylvania Value Municipal Income Trust (i.e., those Amending Funds that currently have joint real estate and commodities restrictions) will separate out the restriction regarding investments in real estate from that regarding investing in commodities and conform the investment restriction to that used by the other funds in the Invesco Fund Complex.

For a discussion on the fundamental investment restriction regarding investing in commodities or commodities contracts, see Sub-Proposal 1(g) directly below.

At the present time, the Board and Adviser do not anticipate that the proposed amended restriction would involve additional material risk to the Amending Funds or affect the way the Amending Funds are currently managed or operated.

Sub-Proposal 1(g): To amend the fundamental investment restriction regarding purchasing and selling commodities.

The 1940 Act requires registered investment companies to have a fundamental investment restriction regarding purchasing and selling commodities. The 1940 Act does not prohibit a fund from investing in commodities. Each Amending Fund’s current fundamental investment restriction regarding purchasing and selling commodities is included in Annex C.

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Proposed Fundamental Investment Restriction Regarding Purchasing and Selling Commodities

The proposed standardized fundamental investment restriction regarding purchasing and selling commodities for all the Amending Funds is as follows:

The Fund may not purchase or sell physical commodities except to the extent permitted by the 1940 Act and any other governing statute, and by the rules thereunder, and by the SEC or other regulatory agency with authority over the Fund.

What effect will amending the current commodities restriction have on the Amending Funds?

Since the adoption by each of the Amending Funds of their respective current restriction regarding commodities, the financial markets and related regulation by the SEC, the U.S. Commodity Futures Trading Commission (the “CFTC”) and other governmental agencies have evolved, and new types of financial instruments have become available as potential investment opportunities that may be considered commodities. The CFTC’s definition of “commodity” is very broad (and could include anything on which, for example, a futures contract can be written) and could lead to an overbroad interpretation of the scope of the current restriction. The current restrictions regarding commodities unnecessarily limit the ability of the Amending Funds to invest in all commodities, although certain of the Amending Funds’ current restrictions specifically allow a Fund to invest in various types of derivatives to the extent that they are considered commodities by the CFTC. The revised fundamental investment restriction will permit the Amending Funds to purchase or sell commodities, including these types of derivatives considered to be commodities, to the fullest extent permitted by 1940 Act Laws, Interpretations and Exemptions, and other applicable laws by appropriately narrowing the reference to “physical commodities.” As such, the proposed standardized commodities restriction would clarify the ability of the Amending Funds to engage in transactions involving currencies and other derivative transactions, such as futures contracts, forward contracts, commodity options and swaps, subject to oversight by the Board. If current applicable law were to change, the Amending Funds would also be able to conform to any such new law without requiring shareholders to take further action.

Notwithstanding the potential flexibility provided by the proposed standardized commodities restriction, each Amending Fund’s use of derivatives would remain subject to Rule 18f-4 under the 1940 Act, including oversight by the Board.

The current restriction regarding purchasing commodities for Invesco Bond Fund also limits the Fund’s aggregate purchase prices under open futures contracts purchases to 30% of the value of the Fund’s total assets. If the shareholders of the Fund approved the amended investment limitation regarding investments in commodities, the Fund will no longer be subject to this limitation.

The Board and Invesco are recommending that the Amending Funds amend their respective current restriction regarding purchasing commodities to provide the Amending Funds with the flexibility to adapt to continuously changing regulation and to react to changes in the financial markets and the development of new investment opportunities and instruments, in accordance with their respective investment goals and subject to oversight by the Board.

At the present time, the Board and Adviser do not anticipate that the proposed amended restriction would involve additional material risk to the Amending Funds or affect the way the Amending Funds are currently managed or operated.

Sub-Proposal 1(h): To amend the fundamental investment restriction regarding industry concentration.

Under the 1940 Act, a fund’s investment restriction regarding concentration of investments in the securities of issuers in any particular industry must be fundamental. The SEC staff currently takes the position that a fund “concentrates” its investments if it invests more than 25% of its “net” assets (exclusive of certain items such as cash, U.S. government securities, and certain tax-exempt securities) in any particular industry. A fund is not permitted to concentrate its investments in any particular industry unless it discloses its intention to do so, and the SEC staff generally takes the position that a fund may not reserve the right to concentrate its investments in the future. Each Amending Fund’s current fundamental investment restriction regarding industry concentration is included in Annex C.

Proposed Fundamental Investment Restriction Regarding Industry Concentration

The proposed standardized fundamental investment restriction regarding industry concentration for all the Amending Funds is as follows:

The Fund will not make investments that will result in the concentration (as that term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) of its investments in the securities of issuers primarily engaged in the same industry. This restriction does not limit the Fund’s investments in (i) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or (ii) tax-exempt obligations issued by governments or political subdivisions of governments. In complying with this restriction, the Fund will not consider a bank-issued guaranty or financial guaranty insurance as a separate security.

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What effect will amending the current industry concentration restriction have on the Amending Funds?

The Amending Funds’ current restrictions regarding concentration vary. The current fundamental investment restrictions regarding concentration for Invesco Quality Municipal Income Trust, Invesco Municipal Income Opportunities Trust and Invesco Value Municipal Income Trust allow each Fund to invest 25% or more of its assets in any of the following municipal obligations, provided that the percentage of the Fund’s total assets in private activity bonds does not exceed 25% of the Fund’s total assets: health facility obligations, housing obligations, single-family mortgage revenue bonds, industrial revenue obligations (including pollution control obligations), electric utility obligations, airport facility revenue obligations, water and sewer obligations, university and college revenue obligations, bridge authority and toll road obligations and resource recovery obligations. Additionally, the current fundamental investment restrictions regarding concentration for Invesco Municipal Trust, Invesco California Value Municipal Income Trust, Invesco Trust for Investment Grade New York Municipals, Invesco Municipal Opportunities Trust, Invesco Advantage Municipal Income Trust II, Invesco Trust for Investment Grade Municipals, and Invesco Pennsylvania Value Municipal Income Trust provide that the Funds may from time to time invest more than 25% of their total assets in one or more particular segments or sectors of the municipal securities market.

The current restriction regarding concentration for Invesco Bond Fund provides that all utilities companies, as a group, and all finance companies, as a group, are not considered a single industry for the purpose of the Fund’s investment restriction regarding concentration. The current restriction regarding concentration for Invesco Senior Income Trust provides that the electric, gas, water and telephone utility industries, commercial banks, thrift institutions and finance companies should be treated as separate industries for purposes of this restriction. The proposed standardized concentration restriction does not include this qualifying language for Invesco Bond Fund and Invesco Senior Income Trust, but instead provides flexibility to the Funds to adapt to the current interpretation of concentration and issuers primarily engaged in the same industry under the 1940 Act and the SEC’s interpretations thereunder.

The current restrictions for the Amending Funds also reflect the 25% test noted above that is the SEC’s current interpretation of concentration. If this interpretation were to change, none of the Amending Funds would be able to change their fundamental investment restriction regarding concentration without incurring the time and expense of obtaining shareholder approval. The proposed standardized concentration restriction does not contain a stated percentage limitation and will be interpreted to refer to concentration as it may be interpreted from time to time. Also, the proposed changes will conform an Amending Fund’s fundamental investment restriction regarding concentration to that of the other funds in the Invesco Fund Complex.

At the present time, the Board and Adviser do not anticipate that the proposed amended restriction would involve additional material risk to the Amending Funds or affect the way the Amending Funds are currently managed or operated.

If a Sub-Proposal within this Standard Restriction Proposal is not approved by shareholders, the current fundamental investment restriction to which such Sub-Proposal relates will remain in effect for the related Amending Fund.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” SUB-PROPOSALS 1(a) – 1(h).

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SECOND MEETING - PROPOSAL 2

TO APPROVE THE REMOVAL OF CERTAIN NON-STANDARD FUNDAMENTAL INVESTMENT RESTRICTIONS (THIS PROPOSAL INVOLVES SEPARATE VOTES ON SUB-PROPOSALS 2(a) – 2(p)) (the “NON-STANDARD RESTRICTION PROPOSAL”)

The Non-Standard Restriction Proposal:

The Board has approved, and recommends that shareholders approve, removal of the affected Funds’ non-standard fundamental investment restrictions regarding, as applicable: (a) purchasing on margin; (b) making short sales, writing, purchasing or selling puts or calls or purchasing or selling futures or options; (c) investing for control or management; (d) investing in management-owned securities; (e) investing in other investment companies (f) investing in oil, gas or mineral exploration or development programs; (g) purchasing taxable debt; (h) investing in unseasoned companies; (i) investing in common stock; (j) pledging of assets; (k) investing in restricted securities; (l) investing for short-term profit; (m) investing in preferred stock; (n) investing in debt securities; (o) joint trading; and (p) investing in investment companies with substantially the same investment objective, policies and restrictions as the applicable Fund.

Sub-Proposal 2(a): To remove the fundamental investment restriction regarding purchasing on margin. (IQI, OIA, VKQ, VGM, VCV, VKI, VBF, VLT, VVR, VTN, VMO, VPV)

Current Fundamental Investment Restriction Regarding Purchasing on Margin

The current fundamental investment restriction regarding purchasing on margin for each listed affected Fund that is proposed to be removed is as follows:

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What effect will removing the current restriction regarding purchasing on margin have on the affected Funds?

The 1940 Act does not require a fund to adopt a restriction relating to purchasing securities on margin. Margin purchases generally involve borrowing money from a broker to purchase securities. The risks associated with purchasing securities on margin are generally similar to those of borrowing money. For a discussion of those risks, please see Sub-Proposal 1(b). The Board and Invesco believe this non-standard fundamental restriction is unnecessary and is unduly restrictive. The Funds’ ability to borrow is governed by the fundamental investment restriction on borrowing discussed in Sub-Proposal 1(b). To the extent that purchasing securities on margin may be considered the issuance of a senior security, the issuance of senior securities is governed by the fundamental investment restriction discussed in Sub-Proposal 1(c). The Board and Invesco believe that these other restrictions and the 1940 Act’s requirements governing the purchase of securities on margin provide adequate protection to the Funds and their shareholders with respect to purchasing securities on margin. If this non-standard restriction is removed, the affected Funds will be permitted to purchase securities on margin subject to their other investment policies and applicable law.

Sub-Proposal 2(b): To remove the fundamental investment restriction(s) regarding making short sales, writing, purchasing or selling puts or calls or purchasing or selling futures or options. (IQI, OIA, VKQ, VCV, VKI, VBF, VGM, VLT, VVR, VTN, VMO, VPV)

Current Fundamental Investment Restriction(s) Regarding Making Short Sales, Writing, Purchasing or Selling Puts or Calls or Purchasing or Selling Futures or Options

The current fundamental investment restriction(s) regarding making short sales, writing, purchasing or selling puts or calls and/or purchasing or selling futures or options for each listed affected Fund that is proposed to be removed is as follows:

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Shareholders of Invesco Quality Municipal Income Trust and Invesco Municipal Income Opportunities Trust will each vote separately to (1) remove the fundamental investment restriction regarding short sales of securities and (2) remove the fundamental investment restriction regarding writing, purchasing or selling puts or calls, as these fundamental restrictions are separate restrictions in the Funds’ registration statement.

What effect will removing the current restriction(s) regarding making short sales, writing, purchasing or selling puts or calls or purchasing or selling futures or options have on the affected Funds?

The 1940 Act does not require a fund to adopt a restriction regarding engaging in short sales. A short sale involves the sale of a security that is borrowed from a broker or other institution to complete the sale. The Board and Invesco believe this non-standard fundamental restriction is unduly restrictive. If this non-standard restriction is removed, each affected Fund will be able to engage in short sales subject to its other investment restrictions and applicable law and to the extent consistent with its investment policies.

Further, the 1940 Act does not require a fund to adopt a restriction regarding writing, purchasing or selling puts, calls or combinations thereof, or purchasing or selling futures or options, except to the extent that these transactions may result in the creation of senior securities. If each affected Fund’s non-standard fundamental investment restriction regarding writing, purchasing or selling puts, calls or combinations thereof, or purchasing or selling futures or options is removed, that Fund will remain subject to the 1940 Act’s limitations on, and the affected Fund’s fundamental investment restriction regarding the issuance of senior securities. Moreover, each affected Fund’s investments in derivatives would remain subject to Rule 18f-4 under the 1940 Act.

Sub-Proposal 2(c): To remove the fundamental investment restriction regarding investing for control or management. (IQI, OIA, VKQ, VGM, VCV, VKI, VBF, VLT, VVR, VTN, VMO, VPV)

Current Fundamental Investment Restriction Regarding Investing for Control or Management

The current fundamental investment restriction regarding investing for control or management for each listed affected Fund that is proposed to be removed is as follows:

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What effect will removing the current restriction regarding investing for control or management have on the affected Funds?

There is no requirement under the 1940 Act that a fund adopt a restriction regarding investing for the purpose of exercising control or management. The current fundamental investment restrictions were initially adopted in response to requirements imposed under certain state securities laws or other restrictions that have since been preempted by the federal securities laws.

To maximize the investment flexibility of each affected Fund and provide each with greater flexibility to respond to future investment opportunities, and to simplify compliance with the related requirements, the Board and Invesco propose that this restriction be removed. If this non-standard restriction is removed, each affected Fund’s investments will remain subject to applicable law and to its investment objective, strategies and policies.

Sub-Proposal 2(d): To remove the fundamental investment restriction regarding investments in management-owned securities. (IQI, OIA, VBF)

Current Fundamental Investment Restriction Regarding Investing in Management-Owned Securities

The current fundamental investment restriction regarding investing in management-owned securities for each listed affected Fund that is proposed to be removed is as follows:

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What effect will removing the current restriction regarding investing for management-owned securities have on the affected Funds?

The 1940 Act does not require that funds adopt an investment restriction regarding investing in management-owned securities. State laws and regulations that previously required this investment restriction have since been preempted by federal securities laws. Since the Funds are subject to current protections under the Funds’ Code of Ethics and the 1940 Act, monitoring transactions for ownership interests by management under different additional criteria is confusing, difficult, and unnecessary. The Board and Invesco propose that this non-standard restriction be removed and do not anticipate that removing the current investment restriction will change the manner in which any Fund is managed at this time or result in additional material risk to a Fund.

Sub-Proposal 2(e): To remove the fundamental investment restriction regarding investing in other investment companies. (VKQ, VCV, VGM, VKI, VLT, VVR, VTN, VMO, VPV)

Current Fundamental Investment Restriction Regarding Investing in Other Investment Companies

The current fundamental investment restriction regarding investing in other investment companies for each listed affected Fund that is proposed to be removed is as follows:

What effect will removing the current restriction regarding investing in other investment companies have on the affected Funds?

Each affected Fund is subject to the limitations on investments in other investment companies imposed on closed-end investment companies under Section 12(d) of the 1940 Act and the rules thereunder, including Rule 12d1-4. In general, under Section 12(d)(1)(A) of the 1940 Act, an investment company (“Acquiring Fund”) cannot acquire shares of another investment company (“Acquired Fund”) if, after the acquisition, (i) the Acquiring Fund would own more than 3% of the Acquired Fund’s securities; (ii) more than 5% of the total assets of the Acquiring Fund would be invested in the Acquired Fund; or (iii) more than 10% of the total assets of the Acquiring Fund would be invested in other investment companies (including the Acquired Fund).

Rule 12d1-4 under the 1940 Act allows a fund to acquire the securities of another investment company in excess of the limitations imposed by Section 12 without obtaining an exemptive order from the SEC, subject to certain limitations and conditions. Among those conditions is the requirement that, prior to a fund relying on Rule 12d1-4 to acquire securities of another fund in excess of the limits of Section 12(d)(1), the Acquiring Fund must enter into a Fund of Funds Agreement with the Acquired Fund, unless the Acquiring Fund’s investment advisor acts as the Acquired Fund’s investment advisor and does not act as sub-advisor to either Fund. Rule 12d1-4 also is designed to limit the use of complex fund structures. Under Rule 12d1-4, an Acquired Fund is prohibited from purchasing or otherwise acquiring the securities of another investment company or private fund if, immediately after the purchase, the securities of investment companies and private funds owned by the Acquired Fund have an aggregate value in excess of 10% of the value of the Acquired Fund’s total assets, subject to certain limited exceptions. Accordingly, to the extent an affected Fund’s shares are sold to other investment companies in reliance on Rule 12d1-4, the affected Fund will be limited in the amount it could invest in other investment companies and private funds. To the extent an affected Fund invests a portion of its assets in shares of other investment companies, it also will generally bear its proportionate share of the fees and expenses incurred by the purchased investment company in addition to its own expenses.

The Board and Invesco believe that this non-standard restriction is redundant of activities already governed by the existing regulatory requirements as discussed above. Accordingly, the Board and Invesco believe that removing this non-standard restriction is appropriate and will provide an affected Fund with additional investment flexibility to engage in otherwise permissible activities under the 1940 Act.

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Sub-Proposal 2(f): To remove the fundamental investment restriction regarding investing in oil, gas or mineral exploration or development programs. (IQI, OIA, VKQ, VCV, VGM, VKI, VLT, VVR, VTN, VMO, VPV)

Current Fundamental Investment Restriction Investing in Oil, Gas or Mineral Exploration or Development Programs

The current fundamental investment restriction regarding investing in oil, gas or mineral exploration or development programs for each listed affected Fund that is proposed to be removed is as follows:

What effect will removing the current restriction regarding investing in oil, gas or mineral exploration or development programs have on the affected Funds?

The fundamental investment restriction regarding investing in oil, gas or mineral explorations or development programs was originally adopted to comply with certain state securities laws and regulations that have since been preempted by the federal securities laws. Therefore, the Board and Invesco believe that removing this non-standard restriction will provide the affected Funds with additional investment flexibility to engage in otherwise permissible activities. Investments in oil, gas, and other mineral leases, rights or royalty contracts, and in securities which derive their value in part from such instruments, entail certain risks, including price volatility, risks of political and social disturbances, and foreign risks such as corruption and competition. Notwithstanding the removal of this fundamental investment restriction, the affected Funds do not currently expect to engage in these activities.

Sub-Proposal 2(g): To remove the fundamental investment restriction regarding purchasing taxable debt. (IQI, OIA)

Current Fundamental Investment Restriction Regarding Purchasing Taxable Debt

The current fundamental investment restriction regarding purchasing taxable debt for each listed affected Fund that is proposed to be removed is as follows:

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What effect will removing the current restriction regarding purchasing taxable debt have on the affected Funds?

Each affected Fund’s fundamental policy prohibiting it from purchasing more than 10% of all outstanding taxable debt securities of any one issuer is not required by federal or state securities laws. The Board and Invesco believe that this restriction is unnecessary and is unduly restrictive and that eliminating this investment restriction would not impact each affected Fund’s principal investment strategies. Further, Invesco Quality Municipal Income Trust and Invesco Municipal Income Opportunities Trust will remain subject to their investment policies to invest, under normal market conditions, at least 80% of the Fund’s total assets in municipal securities and municipal obligations, respectively.

Sub-Proposal 2(h): To remove the fundamental investment restriction regarding investing in unseasoned companies. (IQI, OIA)

Current Fundamental Investment Restriction Regarding Investing in Unseasoned Companies

The current fundamental investment restriction regarding investing in unseasoned companies for each listed affected Fund that is proposed to be removed is as follows:

What effect will removing the current restriction regarding investing in unseasoned companies have on the affected Funds?

The 1940 Act does not require that a fund adopt a restriction relating to investing in unseasoned companies (i.e., those companies with less than three years of continuous operation). The fundamental investment restriction was derived from state laws that have since been preempted by the federal securities laws. The Board and Invesco believe that this restriction is unnecessary and is unduly restrictive and that removing this restriction will provide the affected Funds with additional investment flexibility.

Sub-Proposal 2(i): To remove the fundamental investment restriction regarding investing in common stock. (IQI, OIA)

Current Fundamental Investment Restriction Regarding Investing in Common Stock

The current fundamental investment restriction regarding investments in common stock for each listed affected Fund that is proposed to be removed is as follows:

What effect will removing the current restriction regarding investing in common stock have on the affected Funds?

The 1940 Act does not require that a fund adopt a restriction relating to investing in common stock. The fundamental investment restriction was derived from state laws that have been preempted by the federal securities laws. The Board and Invesco believe that this restriction is unnecessary and is unduly restrictive and that removing this restriction will provide the affected Funds with additional investment flexibility.

Sub-Proposal 2(j): To remove the fundamental investment restriction regarding pledging of assets. (IQI, OIA)

Current Fundamental Investment Restriction Regarding Pledging of Assets

The current fundamental investment restriction regarding pledging of assets for each listed affected Fund that is proposed to be removed is as follows:

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What effect will removing the current restriction regarding pledging of assets have on the affected Funds?

The 1940 Act does not require that a fund adopt a fundamental restriction relating to pledging its assets except as otherwise provided for in connection with the fundamental investment restrictions on borrowing and issuing senior securities. This fundamental investment restriction was derived from state laws that have since been preempted by the federal securities laws. The Board and Invesco believe that this restriction is unnecessary and is unduly restrictive. If this non-standard restriction is removed, each of Invesco Quality Municipal Income Trust and Invesco Municipal Income Opportunities Trust, along with each of the other Amending Funds in connection with their respective adoption of Sub-Proposal 1(b), will be permitted to pledge its assets to the extent allowed under the 1940 Act. Pledges of assets are subject to many of the same risks associated with borrowings and, in addition, are subject to the credit risk of the obligor for the underlying obligations.

To the extent that pledging assets may be considered the issuance of senior securities, the issuance of senior securities is governed by fundamental investment restriction regarding senior securities discussed above in Sub-Proposal 1(c).

Sub-Proposal 2(k): To remove the fundamental investment restriction regarding investing in restricted securities. (OIA)

Current Fundamental Investment Restriction Regarding Investing in Restricted Securities

The current fundamental investment restriction regarding investing in restricted securities for the listed affected Fund that is proposed to be removed is as follows:

What effect will removing the current restriction regarding investing in restricted securities have on the affected Fund?

There is no requirement under the 1940 Act that a fund adopt a fundamental restriction regarding investing in restricted securities. Securities purchased from an issuer and not registered for sale under the Securities Act of 1933 (the “Securities Act”) are considered restricted securities. There may be a limited market for these securities. If these securities are registered under the Securities Act, they may then be eligible for sale but participating in the sale may subject the seller to underwriter liability. These risks could apply to the extent a Fund invests in restricted securities. To maximize the investment flexibility of Invesco Municipal Income Opportunities Trust, the Board and Invesco propose that this restriction be removed.

Sub-Proposal 2(l): To remove the fundamental investment restriction regarding investing for short-term profit. (VKQ, VCV, VTN, VMO)

Current Fundamental Investment Restriction Regarding Investing for Short-Term Profit

The current fundamental investment restriction regarding investing for short-term profit for each listed affected Fund that is proposed to be removed is as follows:

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What effect will removing the current restriction regarding investing for short-term profit have on the affected Funds?

There is no requirement under the 1940 Act that a fund adopt a fundamental restriction regarding realizing short-term profits. To the extent that any of the affected Funds have a high turnover rate in any given year, that fact will be disclosed to its respective shareholders in each Fund’s financial highlights in its shareholder report. To maximize the investment flexibility of each of the affected Funds, the Board and Invesco propose that this non-standard restriction be removed.

Sub-Proposal 2(m): To remove the fundamental investment restriction regarding investing in preferred stock. (VBF)

Current Fundamental Investment Restriction Regarding Investing in Preferred Stock

The current fundamental investment restriction regarding investing in preferred stock for the listed affected Fund that is proposed to be removed is as follows:

What effect will removing the current restriction regarding investing in preferred stock have on the affected Fund?

There is no requirement under the 1940 Act that a fund adopt a fundamental restriction regarding investing in preferred stock. The Board and Invesco believe this restriction is unnecessary and unduly restrictive. To maximize the investment flexibility of the Fund, this non-standard restriction is proposed to be removed.

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Sub-Proposal 2(n): To remove the fundamental investment restriction regarding investing in debt securities. (VBF)

Current Fundamental Investment Restriction Regarding Investing in Debt Securities

The current fundamental investment restriction regarding investing in debt securities for the listed affected Fund that is proposed to be removed is as follows:

What effect will removing the current restriction regarding investing in debt securities have on the affected Fund?

Rule 35d-1 under the 1940 Act requires a fund to adopt an investment policy to invest, under normal circumstances, at least 80% of the value of its assets in investments in accordance with the investment focus that the fund’s name suggests (an “80% policy”). With the exception of tax-exempt funds, an 80% policy is not required to be fundamental, although Rule 35d-1 requires at least 60 days’ notice to the shareholders of a fund of any change in the Fund’s 80% policy. Invesco Bond Fund’s fundamental investment restriction regarding investing in debt securities is not required to be fundamental. The Board and Invesco believe that the current investment restriction should be removed. If shareholders approve the removal of Invesco Bond Fund’s current fundamental investment restriction, the Fund will adopt the following non-fundamental investment restriction with respect to its investments in bonds in accordance with the requirements of Rule 35d-1:

Under normal market conditions, the Fund invests at least 80% of its net assets, plus borrowings for investment purposes, in debt securities (generally referred to as “bonds”), and in derivatives and other instruments that have economic characteristics similar to such securities.

Invesco Bond Fund’s current fundamental investment restriction also includes a limitation on investing in private securities that is not required under the 1940 Act. Since Invesco Bond Fund’s adoption of this fundamental investment restriction, the debt instruments available for investment by the Fund and the overall debt markets have changed. The Board and Invesco believe this limitation is unduly restrictive and propose that shareholders approve the elimination of this investment restriction to provide Invesco Bond Fund with greater investment flexibility.

Sub-Proposal 2(o): To remove the fundamental investment restriction regarding joint trading. (VBF)

Current Fundamental Investment Restriction Regarding Joint Trading

The current fundamental investment restriction regarding joint trading for the listed affected Fund that is proposed to be removed is as follows:

What effect will removing the current restriction regarding joint trading have on the affected Fund?

Invesco Bond Fund’s fundamental investment restriction regarding joint trading is not required under the 1940 Act. Moreover, in the absence of this restriction, Invesco Bond Fund is still subject to the limitations on joint trading imposed on all investment companies under Section 17 of the 1940 Act and the rules thereunder. In general, Section 17(d) makes unlawful the effecting of “any transaction” involving joint participation with affiliated investment companies or companies controlled by them “in contravention of such rules and regulations as the SEC may prescribe for the purpose of limiting or preventing participation by such registered or controlled company on a basis different from or less advantageous than that of such other participant.” If this non-standard restriction is removed, Invesco Bond Fund’s investments will remain subject to any limitations on such transactions under Section 17 and applicable law.

40

Sub-Proposal 2(p): To remove the fundamental investment restriction regarding investing in investment companies with substantially the same investment objective, policies and restrictions as the Fund. (VVR)

Current Fundamental Investment Restriction Regarding Investing in Investment Companies with Substantially the Same Investment Objective, Policies and Restrictions as the Fund

The current fundamental investment restriction regarding joint trading for the listed affected Fund that is proposed to be removed is as follows:

What effect will removing the current restriction regarding investing in investment companies with substantially the same investment objective, policies and restrictions as the Fund have on the affected Fund?

Invesco Senior Income Trust’s current fundamental investment restriction regarding diversification does not exclude investment companies from the Fund’s diversification calculations as permitted under the 1940 Act; accordingly, this non-standard restriction was originally adopted to permit the Fund to nonetheless invest in such other investment companies. If approved by shareholders, the amended fundamental investment restriction regarding diversification for Invesco Senior Income Trust as described in Sub-Proposal 1(a) would exclude investment companies from the Fund’s diversification calculation as currently permitted under the 1940 Act. Therefore, if shareholders approve the amendment to the Invesco Senior Income Trust’s fundamental investment restriction regarding diversification, this non-standard restriction allowing the Fund to invest all or part of its assets in a fund with substantially the same investment objective, policies and restrictions will no longer be needed.

If a Sub-Proposal within Proposal 2 is not approved by shareholders, the current fundamental investment restriction(s) to which such Sub-Proposal relates will remain in effect for the related Fund.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” SUB-PROPOSALS 2(a) – 2(p) AS APPLICABLE TO EACH FUND.

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OTHER INFORMATION

Executive Officers of the Funds

The following information relates to the executive officers of the Funds. Each officer also serves in the same capacity for all or a number of the other investment companies advised by the Adviser or affiliates of the Adviser. The officers of the Funds are appointed annually by the Trustees and serve for one year or until their respective successors are chosen and qualified. The Funds’ officers (with the exception of James Bordewick and Todd F. Kuehl) do not receive compensation from the Funds. The Funds’ officers may also be officers or employees of the Adviser or officers of affiliates of the Adviser and may receive compensation in such capacities. The address of each officer is 11 Greenway Plaza, Houston, Texas 77046-1173.

42

43

Principal Shareholders of the Funds

The persons who as of the Record Date, according to publicly available filings made with the SEC, held of record 5% or more of the Common Shares or Preferred Shares of a Fund are set forth in Annex D. To the knowledge of each Fund, no other persons own, directly or beneficially, 5% or more of the Common Shares or Preferred Shares of any Fund.

Trustee Ownership of Fund Shares

As of December 31, 2023, Trustee(s) owned, directly or beneficially, Common Shares or Preferred Shares of a Fund and beneficially owned equity securities of other funds in the Invesco Fund Complex overseen by the Trustees in the dollar range amounts as specified in Annex E.

Application of Control Share Provisions

Effective August 1, 2022, each Fund 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 VKI, VCV, VMO, VKQ, VPV, IQI, VVR, VGM, VTN and IIM’s preferred shares from application of the Control Share Provisions.

The Control Share Provisions require shareholders to disclose any control share acquisition to a Fund within 10 days of such acquisition and, upon request, to provide any related information that the Fund’s Board reasonably believes is necessary or desirable.

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 a Fund and any subsequent acquisitions of beneficial interests.

Section 16(a) Beneficial Ownership Reporting Compliance and Delinquent Section 16(a) Reports

Section 30(f) of the 1940 Act and Section 16(a) of the Exchange Act require each of the Funds’ Trustees, officers, investment advisers, affiliated persons of the investment advisers and persons who own more than 10% of a registered class of a Fund’s equity securities to file forms with the SEC and the NYSE (on which the Common Shares are listed), reporting their affiliation with the Fund and reports of ownership and changes in ownership of Shares. Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons, the Funds believe that, during the fiscal year ended February 29, 2024, all such filing requirements were met with respect to the Funds.

44

Independent Registered Public Accounting Firm

PricewaterhouseCoopers, LLP (“PwC”) has been selected as each Fund’s independent registered public accounting firm by the Audit Committee and ratified by unanimous approval of each Fund’s Board, including a majority of the Independent Trustees, to audit the accounts of the Funds for and during the fiscal year ending February 29, 2024. The Audit Committee and the Boards have been advised by PwC that neither PwC nor any of its members have any material direct or indirect financial interest in the Funds.

It is not expected that representatives of PwC will attend the Meetings. In the event representatives of PwC do attend the Meeting, they will have the opportunity to make a statement if they desire to do so and will be available to answer appropriate questions.

In accordance with the adopted pre-approval policies and procedures (included in Annex F to this Joint Proxy Statement), the Audit Committee has preapproved all audit and non-audit services provided to each Fund by its independent registered public accounting firm. Pre-approval by the Audit Committee of any permissible non-audit services is not, however, required so long as: (i) the aggregate amount of all such permissible non-audit services provided to a Fund constitutes not more than 5% of the total amount of revenues paid by the Fund to its independent registered public accounting firm during the fiscal year in which the permissible non-audit services are provided; (ii) the permissible non-audit services were not recognized by a Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee.

The Audit Committee received the written disclosures and the letter(s) from PwC mandated by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) regarding PwC’s communications with the Audit Committee concerning independence. The Audit Committee also received the report of PwC regarding the results of their audit. In connection with the Audit Committee’s review of the financial statements and PwC’s report, the members of the Audit Committee discussed with a representative of PwC, PwC’s independence, as well as the matters required to be discussed by the applicable requirements of the PCAOB and the SEC, including, but not limited to, the following: PwC’s responsibilities in accordance with generally accepted auditing standards; PwC’s responsibilities for information prepared by management that accompanies the Fund’s audited financial statements and any procedures performed and the results; the initial selection of, and whether there were any changes in, significant accounting policies or their application; management’s judgments and accounting estimates; whether there were any significant audit adjustments; whether there were any disagreements with management; whether there was any consultation with other accountants; whether the auditors encountered any difficulties in dealing with management in performing the audit; and PwC’s judgments about the quality of the Fund’s accounting principles. Based on this review, the Audit Committee recommended to the Board of each Fund that each Fund’s audited financial statements be included in each Fund’s Annual Report to Shareholders for the most recent fiscal year for filing with the SEC.

As disclosed above, the members of the Audit Committee are Messrs. LaCava (Chair), Liddy and Troccoli, and Dr. Jones, and Mss. Hostetler.

Audit Fees

For each Fund’s two most recently completed fiscal years, the aggregate fees billed to each Fund by PwC for professional services rendered for the audit of such Fund’s annual financial statements are set forth on Annex F. All of the audit services for the fiscal years ended February 29, 2024 and February 28, 2023 were approved by the Audit Committee in accordance with its pre-approval policies and procedures.

Audit-Related Fees

For each Fund’s two most recently completed fiscal years, the aggregate fees billed to each Fund by PwC for professional services rendered for audit-related services are set forth on Annex F. All of the audit-related services, which include assurance and related services by PwC that are reasonably related to the performance of the audit of a Fund, for the fiscal years ended February 29, 2024 and February 28, 2023 were approved by the Audit Committee in accordance with its pre-approval policies and procedures.

Tax Fees

For each Fund’s two most recently completed fiscal years, the aggregate fees billed by PwC and approved by the Audit Committee of each Fund for professional services rendered for tax compliance, tax advice, and tax planning are set forth on Annex F. All of the tax services for the fiscal years ended February 29, 2024 and February 28, 2023 were approved by the Audit Committee in accordance with its pre-approval policies and procedures.

All Other Fees

For each Fund’s two most recently completed fiscal years, the aggregate fees billed by PwC and approved by the audit committee of each Fund for professional services rendered for all other services are set forth on Annex F. All of the other services for the two most recently completed fiscal years were approved by the Audit Committee in accordance with its pre-approval policies and procedures.

Covered Entities

For each Fund’s two most recently completed fiscal years, the aggregate non-audit fees billed to the Adviser or any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Funds (the “Covered Entities”) are set forth on Annex F. The Audit Committee is required to pre-approve services to Covered Entities to the extent that the services are determined to have a direct impact on the operations of financial reporting of the Funds. The Audit Committee also has considered whether the provision of non-audit services, if any, performed by PwC to the Funds and Covered Entities is compatible with maintaining PwC’s independence in performing audit services.

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Proxy Solicitation Expenses

The expenses of preparing, printing and mailing these proxy solicitation materials and all other costs in connection with the solicitation of proxies for the Proposals will be borne by the Funds. To the extent the expenses are not billed to a particular Fund, they will be allocated among the Funds. The Funds will also reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation materials to the beneficial owners of the shares of the Funds. In order to obtain the necessary quorum at the Meetings, additional solicitation may be made by mail, telephone, facsimile or personal interview by representatives of the Funds, the Adviser or its affiliates, by the transfer agent of the Funds and by dealers or their representatives. The Funds have also retained Morrow Sodali Fund Solutions (“MSFS”) to assist in any additional proxy solicitation. The estimated cost of solicitation by MSFS is approximately $178,250 per Fund.

[Under the agreement with MSFS, MSFS will be paid a [project management fee] as well as telephone solicitation expenses incurred for reminder calls, outbound telephone voting, confirmation of verbal votes, inbound telephone contact, answering messages, obtaining shareholders’ telephone numbers, expenses for immediate action letters and providing additional materials upon shareholder request. The agreement also provides that MSFS shall be indemnified against certain liabilities and expenses, including liabilities under the federal securities laws.]

Shareholder Proposals

[Shareholder proposals intended to be presented at the year 2025 annual meeting of shareholders for a Fund pursuant to Rule 14a-8 under the Exchange Act must be received by the Fund’s Secretary at the Fund’s principal executive offices by [], in order to be considered for inclusion in the Fund’s proxy statement and proxy card relating to that meeting. Timely submission of a proposal does not necessarily mean that such proposal will be included in the Fund’s proxy statement. If a shareholder wishes to make a proposal at the year 2025 annual meeting of shareholders without having the proposal included in a Fund’s proxy statement, then such proposal must be received by the Fund’s Secretary at the Fund’s principal executive offices not earlier than [] and not later than []. Notwithstanding the foregoing, if notice of a shareholder proposal is received after [], the persons named as proxies may vote proxies held by them in their discretion on such proposal. Any shareholder who wishes to submit a proposal for consideration at an annual meeting of such shareholder’s Fund should send such proposal to the respective Fund’s Secretary at 11 Greenway Plaza, Houston, Texas 77046, Attn: Secretary. Additional requirements regarding shareholder proposals are included in the Fund’s Bylaws, which are available upon request.]

General

Management of each Fund does not intend to present, and does not have reason to believe that others will present, any other items of business at the Meetings. However, if other matters are properly presented to the Meetings for a vote, the proxies will be voted upon such matters in accordance with the judgment of the persons acting under the proxies.

Failure of a quorum to be present at a Meeting for any Fund may necessitate adjournment and may subject such Fund to additional expense.

If you cannot be present at the Meetings, you are requested to fill in, sign and return the enclosed proxy card(s), for which no postage is required if mailed in the United States, or record your voting instructions by telephone or via the internet promptly.

Melanie Ringold

Senior Vice President,

Chief Legal Officer and Secretary

[July 5], 2024

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ANNEX A

FUNDS

The following list sets forth the closed-end investment companies (each a “Fund” and collectively, the “Funds”) participating in the Joint Annual and Joint Special Meetings of Shareholders to be held at 11 Greenway Plaza, Houston, Texas 77046-1173 on August 29, 2024, at 1:00 p.m. Central Daylight Time and at 1:30 p.m. Central Daylight Time, respectively. The name in the first column below is the legal name for each Fund. The designation in the second column is the NYSE ticker symbol of each Fund’s common shares. The ticker symbol is sometimes used to identify a specific Fund in the Joint Proxy Statement. The information below is as of the Record Date of May 31, 2024.

Each of the Funds has issued common shares of beneficial interest and such common shares of the Funds are referred to herein as the “Common Shares.” Each of the Funds, except VBF, OIA, IHTA and VLT, has issued preferred shares of beneficial interest with a liquidation preference per share as designated in the fourth column below, and such preferred shares of such Funds are referred to herein as the “Preferred Shares.”

A-1

ANNEX B

TRUSTEE COMPENSATION

Set forth below is information regarding compensation paid or accrued for each Trustee who was not affiliated with the Adviser during the calendar year ended December 31, 2023, unless otherwise noted. The term “Invesco Fund Complex” includes each of the open-end and closed-end registered investment companies advised by the Adviser.

B-1

B-2

ANNEX C

CURRENT AND PROPOSED STANDARD FUNDAMENTAL INVESTMENT RESTRICTIONS

C-1

C-2

C-3

C-4

C-5

C-6

C-7

C-8

C-9

C-10

C-11

C-12

C-13

C-14

C-15

C-16

C-17

C-18

C-19

C-20

C-21

C-22