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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-08743

 

 

Invesco Senior Income Trust

(Exact name of registrant as specified in charter)

 

 

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

(Address of principal executive offices) (Zip code)

 

 

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

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: (404) 439-3217

Date of fiscal year end: 2/28

Date of reporting period: 2/28/15

 

 

 


Item 1. Report to Stockholders.


LOGO


 

Letters to Shareholders

 

LOGO

Philip Taylor

Dear Shareholders:

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

    During the reporting period, the US economy showed unmistakable signs of improvement. After contracting in the first quarter of 2014, the economy expanded strongly in the second and third quarters as employment data improved markedly. Given continuing positive economic trends, the US Federal Reserve (the Fed) ended its extraordinary asset purchase program in October – but it pledged in December to be “patient” before raising interest rates.

    Political change in Washington, DC; changes to monetary policy by the Fed and other central banks; the future direction of oil prices; and unexpected geopolitical events are likely to

affect markets in the US and overseas in 2015. This may make some investors hesitant to begin to save for their long-term financial goals. That’s why Invesco has always encouraged investors to work with a professional financial adviser who can stress the importance of starting to save and invest early and the importance of adhering to a disciplined investment plan – when times are good and when they’re uncertain. A financial adviser who knows your unique financial situation, investment goals and risk tolerance can be an invaluable partner as you seek to achieve your financial goals. He or she can offer a long-term perspective when markets are volatile and time-tested advice and guidance when your financial situation or investment goals change.

Timely information when and where you want it

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

    Our website, invesco.com/us, offers a wide range of market insights and investment perspectives. On the website, you’ll find detailed information about our funds, including prices, performance, holdings and portfolio manager commentaries.

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

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

Have questions?

For questions about your account, feel free to contact an Invesco client services representative at 800 341 2929. For Invesco-related questions or comments, please email me directly at phil@invesco.com.

    All of us at Invesco look forward to serving your investment management needs for many years to come. Thank you for investing with us.

Sincerely,

 

 

LOGO

Philip Taylor

Senior Managing Director, Invesco Ltd.

iPhone and iPad are trademarks of Apple Inc., registered in the US and other countries. App Store is a service mark of Apple Inc.

 

2                Invesco Senior Income Trust


LOGO

Bruce Crockett

Dear Fellow Shareholders:

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

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

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

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

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

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

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

    As always, please contact me at bruce@brucecrockett.com with any questions or concerns you may have. On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.

Sincerely,

 

LOGO

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

 

3                Invesco Senior Income Trust


 

Management’s Discussion of Trust Performance

 

 

Performance summary

This is the annual report for Invesco Senior Income Trust (the Trust) for the fiscal year ended February 28, 2015. The Trust’s return can be calculated based on either the market price or the net asset value (NAV) of its shares. NAV per share is determined by dividing the value of the Trust’s portfolio securities, cash and other assets, less all liabilities and preferred shares, by the total number of shares outstanding. Market price reflects the supply and demand for Trust shares. As a result, the two returns can differ, as they did during the reporting period. For the fiscal year, the Trust at NAV produced a positive return and outperformed its benchmark, the Credit Suisse Leveraged Loan Index.

 

 

  Performance    
  Total returns, 2/28/14 to 2/28/15    
  Trust at NAV       2.90 %  
  Trust at Market Value       –0.46  
  Credit Suisse Leveraged Loan Index       2.80  
           
  Market Price Discount to NAV as of 2/28/15       –7.33  
  Source(s): FactSet Research Systems Inc.    

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

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

 

 

How we invest

The Trust seeks to provide a high level of current income, consistent with preservation of capital. The Trust seeks to achieve its objectives by investing primarily in a portfolio of interests in floating or variable senior loans to corporations, partnerships

and other entities which operate in a variety of industries and geographic regions. The Trust borrows money for investment purposes, which may create the opportunity for enhanced return, but also should be considered a speculative technique and may increase the Trust’s

 

 

 Portfolio Composition*

  

 By credit quality, based on total investments   
 BBB+       0.1%    
 BBB       0.1       
 BBB-       1.0       
 BB+       4.5       
 BB       9.8       
 BB-       17.4       
 B+       17.3       
 B       26.1       
 B-       8.6       
 CCC+       7.1       
 CCC       0.6       
 CC       0.2       
 D       0.3       
 Non-Rated       5.1       
 Equity       1.8       

 

 Top Five Debt Issuers

  

 Based on total investments    
 1. Asurion LLC       2.6%    
 2. First Data Corp.       1.8       
 3. Alpha Topco Ltd.       1.7       
 4. iHeart Communications, Inc.       1.6       
 5. Scientific Games International, Inc.       1.4       

 

 

 Total Net Assets

      $908.7 million    
 Applicable to Common Shares   
 Total Number of Holdings*       564    

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

*Excluding money market fund holdings.

 

 

Source: Standard & Poor’s. A credit rating is an assessment provided by a nationally recognized statistical rating organization (NRSRO) of the creditworthiness of an issuer with respect to debt obligations, including specific securities, money market instruments or other debts. Ratings are measured on a scale that generally ranges from AAA (highest) to D (lowest); ratings are subject to change without notice. “Non-Rated” indicates the debtor was not rated, and should not be interpreted as indicating low quality. For more information on Standard and Poor’s rating methodology, please visit standardandpoors.com and select “Under- standing Ratings” under Rating Resources on the homepage.

volatility. We believe a highly diversified pool of senior loans from the broadest spectrum of issuers and consisting of the highest credit quality available in line with portfolio objectives may provide the best risk-reward potential.

    Our credit analysts review all holdings and prospective holdings. Key consideration is given to the following:

n   Management. Factors include management’s experience in operating the business, management depth and incentives and track record operating in a leveraged environment.
n   Industry position and dynamics. Factors include the firm’s industry position, life cycle phase of the industry, barriers to entry and current industry capacity and utilization.
n   Asset quality. Considerations may include valuations of hard and intangible assets, how easily those assets can be converted to cash and appropriateness to leverage those assets.
n   Divisibility. This factor focuses on operating and corporate structures, ability of the firm to divide easily and efficiently, examination of non-core assets and valuation of multiple brand names.
n   Sponsors. Considerations include the firm’s track record of quality transactions, access to additional capital and control or ownership of the sponsoring firm.
n   Cash flow. We examine the firm’s sales and earnings breakdown by product, divisions and subsidiaries. We look at the predictability of corporate earnings and the cash requirements of the business and conduct an examination of business cycles, seasonality and international pressures.
n   Recovery and loan-to-value. These factors focus on further examination of the probability of default and the rate of recovery associated with loans. We attempt to construct the portfolio using a conservative bias to help manage credit risk, while focusing on optimization of return relative to appropriate benchmarks. We constantly monitor the holdings in the portfolio and conduct daily, weekly and monthly meetings with portfolio managers and analysts, as well as with borrowers and loan sponsors.

    Utilizing our proprietary risk rating system, our analysts assign, continually monitor and update probability of default and expected recovery ratings for every asset in the portfolio. Using the resulting risk-adjusted returns, analysts monitor positions relative to market levels to detect early sell signals in an attempt to minimize principal loss and maximize relative value.

 

 

4                Invesco Senior Income Trust


 

Market conditions and your Trust

For the fiscal year ended February 28, 2015, the senior secured loan market delivered a high level of current income with moderate asset price volatility. The fiscal year was characterized by slow, steady gains throughout the year punctuated by two periods of elevated volatility. First, in the late summer/early fall of 2014, the loan market traded off due to contagion from geopolitical turmoil and a technical imbalance and again toward the end of 2014, when negative sentiment and lower oil prices fueled market volatility.

    In February 2015, at the end of the Trust’s fiscal year, the Credit Suisse Leveraged Loan Index returned 1.41%, the strongest one-month return in more than three years. This brought the index’s return for the first two months of 2015 to 1.67%. Positive sentiment returned due to broader capital markets and loans benefited from supportive fourth quarter earnings results, a strong technical bid from collateralized loan obligations (CLO) issuance, a light new issue calendar and the stabilization of oil prices.

    In spite of monthly ebbs and flows during the year, demand driven by CLO issuance and institutional accounts provided a generally supportive environment in the market during the fiscal year. The loan market did see a price pull back near the end of 2014, but this was generally due to technical contagion from high yield and concerns related to the energy sector. Overall demand for senior loan funds remained strong during the reporting period due to a number of factors, including limited duration risk, attractive current yield and an improving economic outlook.

    In terms of broad fundamentals, the trailing 12-month default rate at the end of the reporting period was 3.92% by principal amount, but only 0.73% by number of loans defaulted.1 This differential is largely attributable to two high-profile leveraged buyouts that defaulted. When one of those defaults rolls out of the trailing 12-month default rate in April 2015, the default rate by principal amount will be 1.10%.1

    We sought to be prudent in positioning the Trust with respect to credit quality and leverage. During the fiscal year, we favored B-rated credits given our view that the economy is likely to continue improving. We believe an improving economy may lead to companies increasing capital expenditures and thus we continued to overweight the business equipment and services sector. We also expect cyclical industries to perform well in the short to medium term and thus we increased our weighting to the automotive sector during the year.

We have concerns about the performance of casinos and have reduced exposure, particularly to properties located outside of Las Vegas. Additionally, we continued to underweight the Trust’s benchmark in health care, given our view that, while well priced, this sector faces the possibility of systemic structural changes.

    As of the close of the reporting period, leverage accounted for 31% of the Trust’s net asset value plus borrowings and VRTP shares. Unlike other fixed income asset classes, using leverage in conjunction with senior loans does not involve the same degree of risk from rising short-term interest rates since the income from senior loans generally adjusts to changes in interest rates, as do the rates which determine the Trust’s borrowing costs. However, as mentioned earlier, the use of leverage can increase the Trust’s volatility. For more information about the Trust’s use of leverage, see the Notes to Financial Statements later in this report.

    Senior secured loans are an asset class that behaves differently from many traditional fixed income investments. The interest income generated by a portfolio of senior secured loans is usually determined by a fixed credit spread over the London Interbank Offered Rate (Libor). Because senior secured loans generally have a very short duration and the coupons or interest rates are usually adjusted every 30 to 90 days as Libor changes, the yield on the portfolio adjusts. Interest rate risk refers to the tendency for traditional fixed income prices to decline when interest rates rise. For senior secured loans, however, interest rates and income are variable and the prices of loans are therefore less sensitive to interest rate changes than traditional fixed income bonds – and senior secured loans provide a natural hedge against rising interest rates. We are monitoring interest rates, the market and economic and geopolitical factors that may impact the direction, speed and magnitude of changes to interest rates across the maturity spectrum, including the potential impact of monetary policy changes by the Fed and certain central banks. If interest rates rise, markets may experience increased volatility, which may affect the value and/or liquidity of certain of the Trust’s investments or the market price of the Trust’s common shares.

    As always, we appreciate your continued participation in Invesco Senior Income Trust.

 

1 Source: S&P Capital IQ Leveraged Commentary & Data

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

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

 

LOGO

Scott Baskind

Portfolio Manager, is manager of Invesco Senior Income Trust. He has been associated with Invesco or its investment

advisory affiliates in an investment management capacity since 1999 and began managing the Trust in 2013. Mr. Baskind earned a BS in business administration from University at Albany, The State University of New York.

 

LOGO

Thomas Ewald

Portfolio Manager, is manager of Invesco Senior Income Trust. He has been associated with Invesco or its investment

advisory affiliates in an investment management capacity since 2000 and began managing the Trust in 2010. He earned a BA from Harvard College and an MBA from the University of Virginia Darden School of Business.

 

LOGO

Philip Yarrow

Chartered Financial Analyst, portfolio manager, is manager of Invesco Senior Income Trust. He joined Invesco

in 2010. Mr. Yarrow was associated with the Trust’s previous investment adviser or its investment advisory affiliates in an investment management capacity from 2005 to 2010 and began managing the Trust in 2007. He earned a BS in mathematics and economics from the University of Nottingham and a Master of Management degree in finance from Northwestern University.
 

 

5                Invesco Senior Income Trust


 

Supplemental Information

Invesco Senior Income Trust’s investment objective is to provide a high level of current income, consistent with preservation of capital.

n   Unless otherwise stated, information presented in this report is as of February 28, 2015, and is based on total net assets applicable to common shares.
n   Unless otherwise noted, all data provided by Invesco.
n   To access your Trust’s reports, visit invesco.com/fundreports.

 

 

About indexes used in this report

n   The Credit Suisse Leveraged Loan Index represents tradable, senior- secured, US dollar-denominated, noninvestment-grade loans.
n   The Trust is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Trust may deviate significantly from the performance of the index(es).
n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.

 

Other information

n   The returns shown in management’s discussion of Trust performance are based on net asset values (NAVs) calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Trust at period end for financial reporting purposes, and as such, the NAVs for shareholder transactions and the returns based on those NAVs may differ from the NAVs and returns reported in the Financial Highlights.
 

 

 

 

NOT FDIC INSURED  |  MAY LOSE VALUE  |  NO BANK GUARANTEE

 

6                Invesco Senior Income Trust


 

Dividend Reinvestment Plan

The dividend reinvestment plan (the Plan) offers you a prompt and simple way to reinvest your dividends and capital gains distributions (Distributions) into additional shares of your Invesco closed-end Trust (the Trust). Under the Plan, the money you earn from Distributions will be reinvested automatically in more shares of the Trust, allowing you to potentially increase your investment over time. All shareholders in the Trust are automatically enrolled in the Plan when shares are purchased.

 

 

Plan benefits

n   Add to your account:

You may increase your shares in your Trust easily and automatically with the Plan.

n   Low transaction costs:

Shareholders who participate in the Plan may be able to buy shares at below-market prices when the Trust is trading at a premium to its net asset value (NAV). In addition, transaction costs are low because when new shares are issued by the Trust, there is no brokerage fee, and when shares are bought in blocks on the open market, the per share fee is shared among all participants.

n   Convenience:

You will receive a detailed account statement from Computershare Trust Company, N.A. (the Agent), which administers the Plan. The statement shows your total Distributions, date of investment, shares acquired, and price per share, as well as the total number of shares in your reinvestment account. You can also access your account at invesco.com/us.

n   Safekeeping:

The Agent will hold the shares it has acquired for you in safekeeping.

 

 

Who can participate in the Plan

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

 

 

How to enroll

If you haven’t participated in the Plan in the past or chose to opt out, you are still eligible to participate. Enroll by visiting invesco.com/us, by calling toll-free 800 341 2929 or by notifying us in writing at Invesco Closed-End Funds, Computershare Trust Company, N.A., P.O. Box 30170, College Station, TX 77842-3170. If you are writing to us, please include the Trust name and account number and ensure that all shareholders listed on the account sign these written instructions. Your participation in the Plan will begin with the next Distribution payable after the Agent receives your authorization, as long as they receive it before the “record date,” which is generally 10 business days before the Distribution is paid. If your authorization arrives after such record date, your participation in the Plan will begin with the following Distribution.

 

How the Plan works

If you choose to participate in the Plan, your Distributions will be promptly reinvested for you, automatically increasing your shares. If the Trust is trading at a share price that is equal to its NAV, you’ll pay that amount for your reinvested shares. However, if the Trust is trading above or below NAV, the price is determined by one of two ways:

  1. Premium: If the Trust is trading at a premium – a market price that is higher than its NAV – you’ll pay either the NAV or 95 percent of the market price, whichever is greater. When the Trust trades at a premium, you may pay less for your reinvested shares than an investor purchasing shares on the stock exchange. Keep in mind, a portion of your price reduction may be taxable because you are receiving shares at less than market price.
  2. Discount: If the Trust is trading at a discount – a market price that is lower than its NAV – you’ll pay the market price for your reinvested shares.

 

 

Costs of the Plan

There is no direct charge to you for reinvesting Distributions because the Plan’s fees are paid by the Trust. If the Trust is trading at or above its NAV, your new shares are issued directly by the Trust and there are no brokerage charges or fees. However, if the Trust is trading at a discount, the shares are purchased on the open market, and you will pay your portion of any per share fees. These per share fees are typically less than the standard brokerage charges for individual transactions because shares are purchased for all participants in blocks, resulting in lower fees for each individual participant. Any service or per share fees are added to the purchase price. Per share fees include any applicable brokerage commissions the Agent is required to pay.

 

 

Tax implications

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

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

 

How to withdraw from the Plan

You may withdraw from the Plan at any time by calling 800 341 2929, by visiting invesco.com/us or by writing to Invesco Closed-End Funds, Computershare Trust Company, N.A., P.O. Box 30170, College Station, TX 77842-3170. Simply indicate that you would like to withdraw from the Plan, and be sure to include your Trust name and account number. Also, ensure that all shareholders listed on the account sign these written instructions. If you withdraw, you have three options with regard to the shares held in the Plan:

  1. If you opt to continue to hold your non-certificated whole shares (Investment Plan Book Shares), they will be held by the Agent electronically as Direct Registration Book-Shares (Book-Entry Shares) and fractional shares will be sold at the then-current market price. Proceeds will be sent via check to your address of record after deducting applicable fees, including per share fees such as any applicable brokerage commissions the Agent is required to pay.
  2. If you opt to sell your shares through the Agent, we will sell all full and fractional shares and send the proceeds via check to your address of record after deducting a $2.50 service fee and per share fees. Per share fees include any applicable brokerage commissions the Agent is required to pay.
  3. You may sell your shares through your financial adviser through the Direct Registration System (DRS). DRS is a service within the securities industry that allows Trust shares to be held in your name in electronic format. You retain full ownership of your shares, without having to hold a share certificate. You should contact your financial adviser to learn more about any restrictions or fees that may apply.

The Trust and Computershare Trust Company, N.A. may amend or terminate the Plan at any time. Participants will receive at least 30 days written notice before the effective date of any amendment. In the case of termination, Participants will receive at least 30 days written notice before the record date for the payment of any such Distributions by the Trust. In the case of amendment or termination necessary or appropriate to comply with applicable law or the rules and policies of the Securities and Exchange Commission or any other regulatory authority, such written notice will not be required.

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

 

 

7                Invesco Senior Income Trust


Schedule of Investments

February 28, 2015

 

     Interest
Rate
    Maturity
Date
     Principal
Amount
(000)
     Value  

Variable Rate Senior Loan Interests–129.41%(a)(b)

  

Aerospace & Defense–4.04%          

BE Aerospace Inc., Term Loan

    4.00     12/16/21       $ 2,480       $ 2,490,203   

Camp International Holding Co.,

         

First Lien Term Loan

    4.75     05/31/19         1,272         1,283,529   

Second Lien Term Loan

    8.25     11/30/19         155         154,833   

Consolidated Aerospace Manufacturing, LLC,

         

Term Loan

    5.00     03/27/20         637         637,815   

Term Loan

    5.00     03/27/20         159         158,971   

DAE Aviation Holdings, Inc.,

         

Term Loan B-1

    5.00     11/02/18         2,349         2,369,777   

Term Loan B-2

    5.00     11/02/18         883         890,914   

Element Materials Technology Group US Holdings Inc., Term Loan B

    5.25     08/08/21         307         308,106   

IAP Worldwide Services,

         

Revolver Loan(c)

           07/18/18         1,255         1,261,079   

Second Lien Term Loan

    8.00     07/18/19         1,476         1,335,480   

Landmark U.S. Holdings LLC,

         

Canadian Term Loan

    4.75     10/25/19         251         250,771   

First Lien Term Loan

    4.75     10/25/19         6,317         6,318,270   

PRV Aerospace, LLC, Term Loan

    6.50     05/09/18         2,785         2,752,242   

Sequa Corp., Term Loan

    5.25     06/19/17         5,429         5,315,370   

Transdigm Inc.,

         

Term Loan C

    3.75     02/28/20         8,670         8,650,340   

Term Loan D

    3.75     06/04/21         2,489         2,485,097   
         36,662,797   
Air Transport–1.13%          

American Airlines, Inc., Term Loan B

    3.75     06/27/19         324         323,845   

Delta Air Lines, Inc.,

         

Revolver Loan(d)

    0.00     04/20/16         7,316         7,193,651   

Revolver Loan(d)

    0.00     10/18/17         1,076         1,035,475   

United Continental Holdings, Inc., Term Loan B-1

    3.75     09/15/21         1,696         1,702,890   
         10,255,861   
Automotive–6.39%          

Affinia Group Inc., Term Loan B-2

    4.75     04/27/20         2,407         2,411,293   

American Tire Distributors, Inc., Term Loan

    5.75     06/01/18         2,796         2,815,715   

Autoparts Holdings Ltd., First Lien Term Loan

    6.50     07/29/17         2,701         2,708,961   

BBB Industries, LLC,

         

First Lien Term Loan

    6.00     11/03/21         1,252         1,260,293   

Second Lien Term Loan

    9.75     11/03/22         548         521,791   

Dealer Tire, LLC, Term Loan

    5.50     12/22/21         1,460         1,476,516   

Dexter Axle Co., Term Loan

    4.50     02/28/20         1,736         1,727,622   

Federal-Mogul Corp., Term Loan C

    4.75     04/15/21         16,631         16,629,933   

Gates Global, LLC, Term Loan

    4.25     07/05/21         4,552         4,528,215   

Goodyear Tire & Rubber Co., Second Lien Term Loan

    4.75     04/30/19         2,574         2,590,487   

Henniges Automotive Holdings, Inc., Term Loan

    5.50     06/12/21         1,137         1,142,914   

Key Safety Systems, Inc., Term Loan

    4.75     08/29/21         858         860,498   

Midas Intermediate Holdco II, LLC,

         

Delayed Draw Term Loan

    4.75     08/18/21         123         124,286   

Term Loan

    4.75     08/18/21         1,096         1,103,038   

 

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

 

8                         Invesco Senior Income Trust


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

MPG Holdco I Inc., Term Loan

    4.25     10/20/21       $ 2,411       $ 2,424,521   

TI Group Automotive Systems, LLC, Term Loan

    4.25     07/02/21         6,120         6,122,605   

Tower Automotive Holdings USA, LLC, Term Loan

    4.00     04/23/20         3,222         3,217,328   

Transtar Holding Co.,

         

First Lien Term Loan

    5.75     10/09/18         3,701         3,639,214   

Second Lien Term Loan

    10.00     10/09/19         1,117         1,089,507   

Wand Intermediate I L.P.,

         

First Lien Term Loan

    4.75     09/17/21         935         939,872   

Second Lien Term Loan

    8.25     09/17/22         732         735,963   
         58,070,572   
Beverage & Tobacco–0.17%          

Winebow Holdings, Inc.,

         

First Lien Term Loan

    4.75     07/01/21         903         888,191   

Second Lien Term Loan

    8.50     12/31/21         728         698,403   
         1,586,594   
Building & Development–2.97%          

ABC Supply Co., Inc., Term Loan B

    3.50     04/16/20         2,487         2,479,645   

Capital Automotive L.P., Second Lien Term Loan

    6.00     04/30/20         2,862         2,897,923   

DI Purchaser, Inc., First Lien Term Loan

    6.00     12/15/21         1,144         1,143,790   

Lake at Las Vegas Joint Venture, LLC,

         

Exit Revolver Loan(d)

    0.00     02/28/17         16         8,689   

PIK Exit Revolver Loan(e)

    5.00     02/28/17         224         120,089   

Mannington Mills, Inc., Term Loan

    4.75     10/01/21         610         609,659   

Mueller Water Products, Inc., Term Loan

    4.00     11/25/21         58         58,207   

Quikrete Holdings, Inc., First Lien Term Loan

    4.00     09/26/20         5,115         5,106,976   

Re/Max International, Inc., Term Loan

    4.00     07/31/20         1,983         1,978,380   

Realogy Corp.,

         

Revolver Loan(d)

    0.00     03/05/18         2,886         2,785,315   

Synthetic LOC (Acquired 08/08/12; Cost $13,407)

    4.41     10/10/16         14         13,388   

Term Loan B

    3.75     03/05/20         7,941         7,946,893   

Tamarack Resort LLC,

         

PIK Term Loan A (Acquired 03/07/14-12/31/14; Cost $149,338)(e)

    8.00     03/07/16         149         145,200   

PIK Term Loan B (Acquired 03/07/14-12/31/14; Cost $32,975)(e)

    6.50     02/28/19         633         9,495   

WireCo WorldGroup Inc., Term Loan

    6.00     02/15/17         1,692         1,696,453   
         27,000,102   
Business Equipment & Services–12.68%          

Accelya International S.A. (Luxembourg),

         

Term Loan A-1 (Acquired 03/06/14; Cost $1,339,105)

    4.99     03/06/20         1,346         1,337,422   

Term Loan A-2 (Acquired 03/06/14; Cost $463,684)

    4.99     03/06/20         466         463,101   

Acosta, Inc., Term Loan

    5.00     09/26/21         2,986         3,006,004   

Asurion LLC,

         

Incremental Term Loan B-1

    5.00     05/24/19         6,149         6,172,714   

Incremental Term Loan B-2

    4.25     07/08/20         12,674         12,664,223   

Second Lien Term Loan

    8.50     03/03/21         15,503         15,667,556   

AVSC Holding Corp., First Lien Term Loan

    4.50     01/25/21         690         691,001   

Brickman Group Ltd. LLC,

         

First Lien Term Loan

    4.00     12/18/20         3,849         3,830,645   

Second Lien Term Loan

    7.50     12/17/21         665         663,395   

Brock Holdings III, Inc., First Lien Term Loan

    6.00     03/16/17         276         272,260   

 

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

 

9                         Invesco Senior Income Trust


     Interest
Rate
    Maturity
Date
     Principal
Amount
(000)
     Value  
Business Equipment & Services–(continued)          

Caraustar Industries, Inc.,

         

Incremental Term Loan

    8.00     05/01/19       $ 916       $ 897,585   

Term Loan

    8.00     05/01/19         2,443         2,400,449   

Checkout Holding Corp.,

         

Second Lien Term Loan

    7.75     04/11/22         2,284         2,059,337   

Term Loan B

    4.50     04/09/21         3,767         3,578,953   

Connolly, LLC,

         

First Lien Term Loan

    5.00     05/14/21         3,598         3,622,640   

Second Lien Term Loan

    8.00     05/14/22         2,051         2,035,198   

Crossmark Holdings, Inc.,

         

First Lien Term Loan

    4.50     12/20/19         1,990         1,966,278   

Second Lien Term Loan

    8.75     12/21/20         731         711,062   

Diamond US Holding LLC, Term Loan

    4.75     12/17/21         1,449         1,446,964   

Expert Global Solutions, Inc., First Lien Term Loan B

    8.50     04/03/18         2,031         2,037,002   

First Data Corp.,

         

Term Loan

    3.67     03/23/18         19,447         19,449,928   

Term Loan B

    3.67     09/24/18         4,015         4,017,949   

Genesys Telecom Holdings, U.S., Inc., Term Loan 2

    4.50     11/13/20         2,198         2,200,694   

Hillman Group, Inc., Term Loan

    4.50     06/30/21         1,100         1,101,850   

Information Resources, Inc., Term Loan

    4.75     09/30/20         36         36,181   

Inmar, Inc.,

         

Second Lien Term Loan

    8.00     01/27/22         173         169,571   

Term Loan

    4.25     01/27/21         971         956,455   

Intertrust Group B.V. (Netherlands),

         

Second Lien Term Loan 2

    8.00     04/16/22         1,655         1,652,680   

Term Loan B-5

    4.51     04/16/21         1,267         1,263,298   

Karman Buyer Corp.,

         

Second Lien Term Loan

    7.50     07/25/22         1,305         1,305,487   

Term Loan

    4.25     07/25/21         4,325         4,311,963   

Kronos Inc.,

         

First Lien Incremental Term Loan

    4.50     10/30/19         2,167         2,173,431   

Second Lien Term Loan

    9.75     04/30/20         1,273         1,305,634   

Learning Care Group (US) No. 2 Inc., Term Loan

    5.50     05/05/21         2,614         2,632,479   

Sensus USA, Inc., First Lien Term Loan

    4.50     05/09/17         752         754,355   

Servicemaster Co. (The), Term Loan

    4.25     07/01/21         1,908         1,911,033   

SunGard Data Systems Inc., Term Loan C

    3.92     02/28/17         200         200,279   

TNS Inc.,

         

First Lien Term Loan

    5.00     02/14/20         1,940         1,936,871   

Second Lien Term Loan

    9.00     08/14/20         192         189,792   

Trans Union LLC,

         

Revolver Loan(d)

    0.00     04/09/19         706         698,726   

Revolver Loan

    3.75     04/09/19         252         249,545   

Wash MultiFamily Laundry Systems, LLC, Term Loan (Acquired 02/14/13; Cost $1,165,203)

    4.50     02/21/19         1,167         1,146,726   
         115,188,716   
Cable & Satellite Television–3.36%          

Charter Communications Operating LLC, Term Loan G

    4.25     09/12/21         5,647         5,698,464   

ION Media Networks, Inc., Term Loan B-1

    4.75     12/18/20         4,870         4,875,803   

MCC Iowa, Term Loan J

    3.75     06/30/21         447         446,616   

Mediacom Illinois LLC,

         

Term Loan E

    3.15     10/23/17         1,512         1,507,575   

Term Loan G

    3.75     06/30/21         1,174         1,167,062   

Virgin Media Investment Holdings Ltd. (United Kingdom), Term Loan B

    3.50     06/07/20         4,257         4,252,785   

 

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

 

10                         Invesco Senior Income Trust


     Interest
Rate
    Maturity
Date
     Principal
Amount
(000)
     Value  
Cable & Satellite Television–(continued)          

WideOpenWest Finance, LLC, Term Loan B

    4.75     04/01/19       $ 4,232       $ 4,239,838   

Ziggo B.V. (Netherlands),

         

Term Loan B-1

    3.50     01/15/22         3,110         3,088,130   

Term Loan B-2

    3.50     01/15/22         2,004         1,990,049   

Term Loan B-3

    3.50     01/15/22         3,297         3,272,920   
         30,539,242   
Chemicals & Plastics–6.10%          

Allnex & Cy S.C.A.,

         

Term Loan B-1

    4.50     10/03/19         113         112,952   

Term Loan B-2

    4.50     10/03/19         59         58,608   

Ascend Performance Materials Operations LLC, Term Loan B

    6.75     04/10/18         2,310         1,981,114   

Chemstralia Finco LLC, Term Loan(c)

           02/28/22         2,761         2,705,882   

Chromaflo Technologies Corp.,

         

First Lien Term Loan B

    4.50     12/02/19         875         867,318   

Second Lien Term Loan

    8.25     06/02/20         489         483,999   

Citadel Plastics Holdings, Inc., First Lien Term Loan

    5.25     11/05/20         660         662,852   

Colouroz Investment LLC (Germany),

         

First Lien Term Loan B-2

    4.75     09/07/21         3,283         3,262,533   

Second Lien Term Loan B-2

    8.25     09/05/22         1,800         1,714,466   

Term Loan C

    4.75     09/07/21         543         539,335   

Eco Services Operations LLC, Term Loan

    4.75     12/01/21         1,112         1,116,296   

Ferro Corp., Term Loan (Acquired 07/30/14; Cost $684,188)

    4.00     07/30/21         687         677,917   

Gemini HDPE LLC, Term Loan

    4.75     08/06/21         989         990,525   

HII Holding Corp., First Lien Term Loan

    4.00     12/20/19         1,653         1,655,651   

Huntsman International LLC, Incremental Term Loan 1

    3.75     08/12/21         7,916         7,947,447   

Ineos Holdings Ltd., Term Loan

    3.75     05/04/18         1,765         1,762,602   

Kronos Worldwide, Inc., Term Loan

    4.75     02/18/20         601         602,545   

MacDermid, Inc.,

         

First Lien Term Loan B

    4.50     06/07/20         3,415         3,432,989   

Term Loan B-2

    4.75     06/07/20         1,167         1,176,551   

OMNOVA Solutions, Inc., Term Loan B-1

    4.25     05/31/18         1,400         1,388,823   

Otter Products, LLC, Term Loan B

    5.75     06/03/20         3,510         3,495,489   

Oxea Finance LLC,

         

First Lien Term Loan B-2

    4.25     01/15/20         3,427         3,333,069   

Second Lien Term Loan

    8.25     07/15/20         1,440         1,366,262   

Phillips-Medisize Corp.,

         

Second Lien Term Loan

    8.25     06/16/22         369         358,775   

Term Loan

    4.75     06/16/21         760         760,994   

PQ Corp., Term Loan

    4.00     08/07/17         992         991,442   

Styrolution US Holding LLC, First Lien Term Loan B-1

    6.50     11/07/19         3,878         3,833,912   

Tata Chemicals North America Inc., Term Loan

    3.75     08/07/20         1,085         1,080,508   

Univar Inc., Term Loan B

    5.00     06/30/17         4,305         4,282,244   

WNA Holdings, Inc.,

         

Canadian Term Loan

    4.50     06/07/20         1,307         1,307,233   

Second Lien Term Loan

    8.50     12/07/20         594         576,128   

Term Loan

    4.50     06/07/20         890         890,367   
         55,416,828   
Clothing & Textiles–0.53%          

ABG Intermediate Holdings 2 LLC,

         

First Lien Term Loan

    5.50     05/27/21         1,751         1,759,398   

Second Lien Term Loan

    9.00     05/27/22         838         839,844   

 

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

 

11                         Invesco Senior Income Trust


     Interest
Rate
    Maturity
Date
     Principal
Amount
(000)
     Value  
Clothing & Textiles–(continued)          

Varsity Brands Holding Co., Inc., Term Loan

    6.00     12/11/21       $ 2,209       $ 2,232,446   
         4,831,688   
Conglomerates–0.78%          

CeramTec Acquisition Corp.,

         

Term Loan B-1

    4.25     08/30/20         1,230         1,229,435   

Term Loan B-2

    4.25     08/30/20         123         123,142   

Term Loan B-3

    4.25     08/30/20         365         364,482   

Epiq Systems, Inc., Term Loan

    4.50     08/27/20         2,693         2,686,431   

Penn Engineering & Manufacturing Corp., Term Loan B

    4.50     08/29/21         98         98,141   

Polymer Group, Inc., Term Loan

    5.25     12/19/19         2,615         2,628,301   
         7,129,932   
Containers & Glass Products–2.25%          

Berlin Packaging, LLC,

         

Second Lien Term Loan

    7.75     09/30/22         397         398,158   

Term Loan

    4.50     10/01/21         1,479         1,482,041   

Berry Plastics Group, Inc.,

         

Term Loan D(c)

           02/08/20         1,600         1,596,104   

Term Loan E

    3.75     01/06/21         92         91,997   

BWAY Holding Co., Term Loan

    5.50     08/14/20         4,902         4,931,539   

Charter NEX US Holdings, Inc., First Lien Term Loan

    5.25     02/07/22         651         654,462   

Consolidated Container Co. LLC, Term Loan

    5.00     07/03/19         1,301         1,278,211   

Constantia Flexibles Group GmbH (Austria), Term Loan B(c)

           04/30/22         960         964,790   

Devix US, Inc., First Lien Term Loan B

    4.25     04/30/21         971         973,822   

Exopack Holdings S.A., Term Loan

    5.25     05/08/19         1,569         1,579,087   

Hoffmaster Group, Inc.,

         

First Lien Term Loan

    5.25     05/09/20         1,931         1,945,676   

Second Lien Term Loan

    10.00     05/09/21         410         406,697   

Onex Wizard US Acquisition, Term Loan(c)

           03/13/22         3,525         3,556,657   

Ranpak Corp.,

         

First Lien Term Loan

    4.75     10/01/21         320         321,159   

Second Lien Term Loan

    8.25     10/03/22         217         216,496   
         20,396,896   
Cosmetics & Toiletries–0.54%          

Prestige Brands, Inc., Term Loan B-1

    4.13     01/31/19         2,151         2,158,310   

Vogue International LLC, Term Loan B

    5.75     02/14/20         2,767         2,783,957   
         4,942,267   
Drugs–2.32%          

BPA Laboratories,

         

First Lien Term Loan

    2.75     07/03/17         1,916         1,714,903   

Second Lien Term Loan

    2.75     07/03/17         1,666         1,478,612   

Grifols Worldwide Operations USA, Inc., Term Loan B

    3.17     02/27/21         3,824         3,822,335   

Millennium Laboratories, LLC, Term Loan B

    5.25     04/16/21         11,357         11,427,993   

Par Pharmaceutical Cos., Inc., Term Loan B-3

    4.25     09/30/19         1,039         1,039,708   

Valeant Pharmaceuticals International, Inc. (Canada), Series E-1, Term Loan B

    3.50     08/05/20         1,591         1,590,625   
         21,074,176   
Ecological Services & Equipment–0.19%          

ADS Waste Holdings, Inc., Term Loan B-2

    3.75     10/09/19         378         374,514   

PSSI Holdings LLC, Term Loan

    5.00     12/02/21         718         723,247   

Waste Industries USA, Inc., Term Loan(c)

           02/27/20         656         658,981   
         1,756,742   

 

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

 

12                         Invesco Senior Income Trust


     Interest
Rate
    Maturity
Date
     Principal
Amount
(000)
     Value  
Electronics & Electrical–8.86%          

4L Technologies Inc., Term Loan

    5.50     05/08/20       $ 5,785       $ 5,643,625   

AF Borrower LLC, Term Loan

    6.25     01/28/22         1,282         1,284,027   

Applied Systems, Inc., Term Loan

    4.25     01/23/21         580         579,184   

AVG Technologies N.V. (Netherlands), Term Loan

    5.75     10/15/20         1,331         1,319,544   

Blackboard Inc., Term Loan B-3

    4.75     10/04/18         5,575         5,582,754   

BMC Software Finance, Inc., Term Loan

    5.00     09/10/20         1,714         1,644,476   

Carros US LLC, Term Loan

    4.50     09/30/21         930         921,755   

Compuware Corp.,

         

Term Loan B-1

    6.25     12/15/19         689         672,832   

Term Loan B-2

    6.25     12/15/21         1,935         1,864,339   

DEI Sales, Inc., Term Loan

    5.75     07/13/17         2,439         2,195,418   

Deltek, Inc., First Lien Term Loan

    4.50     10/10/18         3,055         3,054,590   

Fidji Luxembourg BC4 S.a r.l. (Luxembourg), Term Loan

    6.25     12/24/20         2,013         2,012,875   

Freescale Semiconductor, Inc.,

         

Term Loan B-4

    4.25     02/28/20         7,455         7,452,385   

Term Loan B-5

    5.00     01/15/21         768         772,798   

Infor (US), Inc.,

         

Term Loan B-3

    3.75     06/03/20         1,059         1,051,103   

Term Loan B-5

    3.75     06/03/20         135         134,239   

MA Finance Co., LLC, Term Loan C

    4.50     11/20/19         4,650         4,568,978   

Mirion Technologies, Inc., Term Loan(c)

           01/01/22         1,880         1,882,254   

MSC.Software Corp.,

         

First Lien Term Loan

    5.00     05/29/20         842         845,585   

Second Lien Term Loan

    8.50     06/01/21         419         412,592   

Oberthur Technologies of America Corp., Term Loan B-2

    4.50     10/18/19         1,111         1,096,751   

Omnitracs, Inc., Term Loan

    4.75     11/25/20         1,463         1,465,666   

Peak 10, Inc.,

         

First Lien Term Loan

    5.00     06/17/21         1,365         1,363,177   

Second Lien Term Loan

    8.25     06/17/22         369         356,008   

Riverbed Technology, Inc., Term Loan(c)

           01/01/22         2,288         2,308,734   

RP Crown Parent, LLC,

         

First Lien Term Loan

    6.00     12/21/18         9,846         9,638,796   

Second Lien Term Loan

    11.25     12/21/19         763         678,211   

Ship Luxco 3 S.a.r.l. (Luxembourg),

         

Term Loan

    4.50     11/29/19         2,843         2,850,630   

Term Loan C-2

    4.75     11/30/19         963         966,446   

Skillsoft Corp.,

         

Second Lien Term Loan

    9.25     04/28/22         1,369         1,286,927   

Term Loan

    5.75     04/28/21         6,880         6,823,855   

Sybil Software LLC, Term Loan

    4.75     03/20/20         937         942,429   

Zebra Technologies Corp., Term Loan

    4.75     10/27/21         6,787         6,867,247   
         80,540,230   
Equipment Leasing–0.28%          

IBC Capital US LLC,

         

Second Lien Term Loan

    8.00     09/09/22         716         719,299   

Term Loan

    4.75     09/09/21         1,797         1,805,929   
         2,525,228   
Financial Intermediaries–1.70%          

iPayment Inc., Term Loan

    6.75     05/08/17         3,805         3,747,631   

MoneyGram International, Inc., Term Loan

    4.25     03/27/20         6,941         6,626,558   

RJO Holdings Corp., Term Loan

    6.93     12/10/15         3,363         3,136,098   

 

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

 

13                         Invesco Senior Income Trust


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

SAM Finance Lux S.a r.l. (Luxembourg), Term Loan

    4.25     12/17/20       $ 1,963       $ 1,965,505   
         15,475,792   
Food & Drug Retailers–1.46%          

Albertson’s LLC, Term Loan B-4

    5.50     08/25/21         8,247         8,330,907   

Demoulas Super Markets, Inc., Term Loan A

    3.92     12/12/19         2,655         2,539,188   

Supervalu Inc., Term Loan

    4.50     03/21/19         2,365         2,373,242   
         13,243,337   
Food Products–6.26%          

AdvancePierre Foods, Inc.,

         

First Lien Term Loan

    5.75     07/10/17         6,756         6,773,387   

Second Lien Term Loan

    9.50     10/10/17         728         723,355   

Big Heart Pet Brands, Term Loan

    3.50     03/09/20         5,076         5,075,159   

Candy Intermediate Holdings, Inc., Term Loan

    7.50     06/18/18         2,985         2,981,006   

Charger OpCo B.V., Term Loan B-1

    3.50     07/23/23         4,302         4,312,375   

CSM Bakery Solutions LLC,

         

First Lien Term Loan

    5.00     07/03/20         5,383         5,351,355   

Second Lien Term Loan

    8.75     07/03/21         1,266         1,212,357   

Del Monte Foods, Inc.,

         

First Lien Term Loan

    4.25     02/18/21         3,220         3,136,370   

Second Lien Term Loan

    8.25     08/18/21         2,067         1,886,304   

Diamond Foods, Inc., Term Loan

    4.25     08/20/18         713         712,947   

Dole Food Co., Inc., Term Loan B

    4.50     11/01/18         4,864         4,862,281   

H.J. Heinz Co., Revolver Loan(d)

    0.00     06/07/18         7,110         7,068,147   

Hearthside Group Holdings, LLC,

         

Revolver Loan(d)

    0.00     06/02/19         1,374         1,369,628   

Term Loan

    4.50     06/02/21         2,261         2,272,023   

JBS USA, LLC,

         

Incremental Term Loan

    3.75     09/18/20         548         548,139   

Term Loan

    3.75     05/25/18         2,906         2,905,547   

New HB Acquisition, LLC, Term Loan B

    6.75     04/09/20         1,827         1,864,257   

Post Holdings Inc., Revolver Loan(c)

           01/29/19         2,057         2,052,911   

Shearer’s Foods, LLC,

         

First Lien Term Loan

    4.50     06/30/21         1,541         1,542,971   

Second Lien Term Loan

    7.75     06/30/22         214         211,788   
         56,862,307   
Food Service–4.54%          

New Red Finance, Inc., Term Loan B

    4.50     12/12/21         18,473         18,600,307   

Portillo’s Holdings, LLC,

         

First Lien Term Loan B

    4.75     08/02/21         1,028         1,027,359   

Second Lien Term Loan

    8.00     08/01/22         286         285,507   

Red Lobster Management, LLC, Term Loan

    6.25     07/28/21         1,717         1,718,990   

Restaurant Holding Co., LLC, First Lien Term Loan (Acquired 02/28/14; Cost $1,731,786)

    8.75     02/28/19         1,789         1,574,394   

Steak n Shake Operations, Inc., Term Loan

    4.75     03/19/21         1,293         1,276,535   

TMK Hawk Parent, Corp.,

         

First Lien Term Loan

    5.25     10/01/21         1,254         1,256,716   

Second Lien Term Loan (Acquired 09/26/14; Cost $570,500)

    8.50     10/01/22         576         575,965   

US Foods, Inc., Incremental Term Loan

    4.50     03/31/19         11,139         11,129,119   

Weight Watchers International, Inc., Term Loan B-2

    4.00     04/02/20         7,216         3,848,785   
                                41,293,677   

 

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

 

14                         Invesco Senior Income Trust


     Interest
Rate
    Maturity
Date
     Principal
Amount
(000)
     Value  
Forest Products–0.40%          

NewPage Corp., Term Loan B

    9.50     02/11/21       $ 2,373       $ 2,301,922   

Xerium Technologies, Inc., Term Loan

    6.25     05/17/19         1,362         1,362,638   
                                3,664,560   
Health Care–9.58%          

Acadia Healthcare Co., Inc., Incremental Term Loan B

    4.25     02/11/22         638         640,984   

Accellent Inc.,

         

Second Lien Term Loan

    7.50     03/12/22         1,107         1,057,512   

Term Loan

    4.50     03/12/21         6,010         5,949,647   

Alere Inc., Term Loan B

    4.25     06/30/17         3,344         3,352,039   

ATI Holdings, Inc., Term Loan

    5.25     12/20/19         1,518         1,520,671   

Auris Luxembourg III S.a.r.l. (Luxembourg), Term Loan B-2

    5.50     01/17/22         1,251         1,265,399   

Biomet, Inc., Term Loan B-2

    3.67     07/25/17         10,329         10,333,776   

CareCore National, LLC, Term Loan

    5.50     03/05/21         1,276         1,284,174   

Carestream Health, Inc., First Lien Term Loan

    5.01     06/07/19         2,892         2,900,422   

Community Health Systems, Inc., Term Loan E

    3.42     01/25/17         326         326,735   

Creganna Finance (US) LLC,

         

First Lien Term Loan

    5.25     12/01/21         640         646,703   

Second Lien Term Loan

    9.00     06/01/22         634         638,074   

DJO Finance LLC, Term Loan B

    4.25     09/15/17         5,928         5,937,793   

Drumm Investors LLC, Term Loan

    6.75     05/04/18         804         812,518   

Kindred Healthcare, Inc., Term Loan

    4.25     04/09/21         6,789         6,809,918   

Kinetic Concepts, Inc., Term Loan E-1

    4.00     05/04/18         16,069         16,100,755   

Knowledge Universe Education LLC, Term Loan

    5.25     03/18/21         1,186         1,193,686   

MPH Acquisition Holdings LLC, Term Loan

    3.75     03/31/21         6,239         6,206,582   

Ortho-Clinical Diagnostics, Inc., Term Loan

    4.75     06/30/21         4,694         4,648,728   

Sage Products Holdings III, LLC, First Lien Term Loan

    5.00     12/13/19         427         431,726   

Surgery Center Holdings, Inc.,

         

Second Lien Term Loan

    8.50     11/03/21         2,151         2,092,089   

Term Loan

    5.25     11/03/20         1,561         1,550,920   

Surgical Care Affiliates, LLC,

         

Revolver Loan B(d)

    0.00     06/30/16         2,433         2,415,984   

Revolver Loan B

    3.50     06/30/16         567         563,166   

Term Loan B

    4.26     12/29/17         5,940         5,947,033   

Western Dental Services, Inc., Term Loan

    6.00     11/01/18         2,609         2,465,943   
                                87,092,977   
Home Furnishings–0.53%          

Britax Group Ltd., Term Loan

    4.50     10/15/20         469         356,548   

Mattress Holdings Corp., Term Loan

    5.25     10/20/21         2,465         2,481,953   

PGT, Inc., Term Loan

    5.25     09/22/21         693         697,505   

Serta Simmons Holdings, LLC, Term Loan

    4.25     10/01/19         1,265         1,265,829   
                                4,801,835   
Industrial Equipment–2.66%          

Accudyne Industries LLC, Term Loan

    4.00     12/13/19         1,455         1,402,187   

Alliance Laundry Systems LLC, Second Lien Term Loan

    9.50     12/10/19         679         682,477   

Apex Tool Group, LLC, Term Loan

    4.50     01/31/20         580         568,887   

Capital Safety North America Holdings Inc., First Lien Term Loan

    3.75     03/29/21         2,424         2,376,860   

Crosby US Acquisition Corp.,

         

First Lien Term Loan

    3.75     11/23/20         1,736         1,612,231   

Second Lien Term Loan (Acquired 11/07/13; Cost $958,514)

    7.00     11/22/21         960         853,983   

 

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

 

15                         Invesco Senior Income Trust


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

Delachaux S.A. (France), Term Loan B-2

    5.25     10/28/21       $ 1,235       $ 1,242,371   

Doncasters US Finance LLC, Term Loan B

    4.50     04/09/20         1,049         1,046,835   

Doosan Infracore International, Inc., Term Loan B

    4.50     05/28/21         3,346         3,375,234   

Dynacast International LLC,

         

First Lien Term Loan

    5.25     01/30/22         1,629         1,639,581   

Second Lien Term Loan

    9.50     01/30/23         496         499,000   

Filtration Group Corp.,

         

First Lien Term Loan

    4.50     11/20/20         1,464         1,466,763   

Second Lien Term Loan

    8.25     11/22/21         950         945,613   

Gardner Denver, Inc., Term Loan

    4.25     07/30/20         823         792,088   

MX Holdings US, Inc., Term Loan B-1

    4.25     08/14/20         936         940,448   

North American Lifting Holdings, Inc., First Lien Term Loan

    5.50     11/27/20         2,151         2,011,346   

Rexnord LLC/ RBS Global, Inc., Term Loan B

    4.00     08/21/20         1,489         1,487,495   

Unifrax Holding Co., Term Loan

    4.25     11/28/18         186         184,944   

Virtuoso US LLC, Term Loan

    4.75     02/11/21         1,092         1,084,444   
                                24,212,787   
Insurance–0.50%          

Cooper Gay Swett & Crawford Ltd.,

         

First Lien Term Loan

    5.00     04/16/20         1,877         1,743,190   

Second Lien Term Loan

    8.25     10/16/20         1,270         1,107,314   

York Risk Services Holding Corp., Term Loan

    4.75     10/01/21         1,709         1,707,156   
                                4,557,660   
Leisure Goods, Activities & Movies–4.36%          

Alpha Topco Ltd. (United Kingdom),

         

Second Lien Term Loan

    7.75     07/29/22         5,849         5,872,976   

Term Loan B-3

    4.75     07/30/21         17,123         17,074,746   

Bright Horizons Family Solutions, Inc., Term Loan B-1

    4.25     01/30/20         265         266,522   

Creative Artists Agency, LLC, Term Loan

    5.50     12/17/21         1,288         1,299,287   

CWGS Group, LLC, Term Loan

    5.75     02/20/20         5,937         5,971,813   

Dorna Sports, S.L. (Spain), Term Loan B

    4.36     04/30/21         898         893,822   

Equinox Holdings Inc.,

         

First LienTerm Loan

    5.00     01/31/20         2,432         2,446,048   

Revolver Loan(d)

    0.00     02/01/18         974         876,581   

Fitness International, LLC, Term Loan B

    5.50     07/01/20         2,580         2,469,973   

Metro-Goldwyn-Mayer Inc., Second Lien Term Loan

    5.13     06/26/20         751         746,860   

Performance Sports Group Ltd. (Canada), Term Loan

    4.00     04/15/21         981         978,521   

Seaworld Parks & Entertainment, Inc., Term Loan B-2

    3.00     05/14/20         711         696,156   
                                39,593,305   
Lodging & Casinos–5.46%          

Belmond Interfin Ltd. (Bermuda), Term Loan

    4.00     03/21/21         3,210         3,209,458   

Caesars Growth Properties Holdings, LLC, Term Loan B

    6.25     05/08/21         3,493         3,183,528   

Cannery Casino Resorts, LLC, First Lien Term Loan

    6.00     10/02/18         3,219         3,138,505   

ESH Hospitality, Inc., Term Loan

    5.00     06/24/19         1,874         1,893,112   

Harrah’s Operating Co., Inc.,

         

Term Loan B-4(f)

    1.50     10/31/16         296         275,054   

Term Loan B-6(f)

    1.50     03/01/17         3,769         3,487,215   

Hilton Worldwide Finance, LLC, Term Loan

    3.50     10/26/20         4,934         4,940,009   

La Quinta Intermediate Holdings LLC, Term Loan

    4.00     04/14/21         5,200         5,207,438   

Scientific Games International, Inc.,

         

Term Loan

    6.00     10/18/20         13,182         13,178,764   

Term Loan B-2

    6.00     10/01/21         6,283         6,283,885   

 

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

 

16                         Invesco Senior Income Trust


     Interest
Rate
    Maturity
Date
     Principal
Amount
(000)
     Value  
Lodging & Casinos–(continued)          

Twin River Management Group, Inc., Term Loan

    5.25     07/10/20       $ 2,850       $ 2,863,431   

Yonkers Racing Corp.,

         

First Lien Term Loan

    4.25     08/20/19         1,805         1,733,231   

Second Lien Term Loan

    8.75     08/20/20         263         206,330   
                                49,599,960   
Nonferrous Metals & Minerals–0.93%          

Arch Coal, Inc., Term Loan

    6.25     05/16/18         5,931         4,771,582   

EP Minerals, LLC, Term Loan

    5.50     08/20/20         452         452,859   

Noranda Aluminum Acquisition Corp., Term Loan B

    5.75     02/28/19         3,436         3,249,650   
                                8,474,091   
Oil & Gas–8.03%          

American Energy — Marcellus, LLC,

         

First Lien Term Loan

    5.25     08/04/20         2,588         2,220,268   

Second Lien Term Loan

    8.50     08/04/21         504         391,421   

Ameriforge Group Inc., First Lien Term Loan

    5.00     12/19/19         29         25,698   

Bronco Midstream Funding, LLC, Term Loan

    5.00     08/15/20         3,182         3,078,432   

Citgo Holdings, Inc., Term Loan

    9.50     05/12/18         6,896         6,872,868   

Crestwood Holdings LLC, Term Loan B-1

    7.00     06/19/19         1,943         1,834,054   

Drillships Financing Holding Inc., Term Loan B-1

    6.00     03/31/21         9,505         7,470,975   

Drillships Ocean Ventures, Inc., Term Loan

    5.50     07/25/21         3,502         2,937,665   

EMG Utica, LLC, Term Loan

    4.75     03/27/20         1,458         1,338,026   

Expro US Finco LLC, Term Loan

    5.75     09/02/21         1,022         876,550   

Fieldwood Energy LLC,

         

Second Lien Term Loan

    8.38     09/30/20         5,527         4,257,663   

Term Loan

    3.88     09/28/18         447         429,167   

Floatel International Ltd., Term Loan

    6.00     06/27/20         3,962         2,971,579   

Glenn Pool Oil & Gas Trust I, Term Loan (Acquired 06/08/11; Cost $426,903)

    4.50     05/02/16         427         424,768   

HGIM Corp., Term Loan B

    5.50     06/18/20         4,898         3,512,686   

Jonah Energy LLC, Second Lien Term Loan

    7.50     05/12/21         2,259         2,010,178   

McDermott International, Inc., Term Loan

    5.25     04/16/19         1,256         1,150,756   

NGPL PipeCo LLC, Term Loan

    6.75     09/15/17         2,526         2,437,240   

Obsidian Natural Gas Trust (United Kingdom), Term Loan (Acquired 05/05/11; Cost $551,085)

    7.00     11/02/15         538         535,566   

Osum Production Corp. (Canada), Term Loan (Acquired 07/30/14; Cost $1,069,263)

    6.50     07/31/20         1,084         894,308   

Paragon Offshore Finance Co. (Cayman Islands), Term Loan

    3.75     07/16/21         1,281         935,366   

Petroleum GEO-Services ASA, Term Loan

    3.25     03/19/21         3,396         2,892,644   

Samchully Midstream 3 LLC, Term Loan

    5.75     10/20/21         1,853         1,779,259   

Samson Investment Co., Second Lien Term Loan 1

    5.00     09/25/18         4,368         2,781,608   

Seadrill Operating L.P., Term Loan

    4.00     02/21/21         12,853         10,445,855   

Seventy Seven Operating LLC, Term Loan

    3.75     06/25/21         1,134         1,036,272   

Southcross Energy Partners, L.P., Term Loan

    5.25     08/04/21         952         930,876   

Tallgrass Operations, LLC, Term Loan

    5.44     11/13/18         1,547         1,540,410   

Targa Resources Corp., Term Loan(c)

           02/25/22         1,456         1,450,124   

Utex Industries, Inc., First Lien Term Loan

    5.00     05/21/21         551         509,365   

Veresen Midstream US LLC, Term Loan(c)

           04/01/22         2,997         2,997,337   
                                72,968,984   
Publishing–3.83%          

Chesapeake US Holdings Inc.,

         

Term Loan A

    4.25     09/30/20         908         903,372   

Term Loan B

    4.25     09/30/20         1,953         1,943,433   

Term Loan C

    4.25     09/30/20         707         703,320   

 

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

 

17                         Invesco Senior Income Trust


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

Cygnus Business Media, Inc., PIK Term Loan (Acquired 07/19/04-12/31/14; Cost $1,328,489)(e)(g)

    8.75     12/31/15       $ 1,331       $ 39,923   

Getty Images, Inc.,

         

Revolver Loan(d)

    0.00     10/18/17         2,879         2,475,991   

Term Loan

    4.75     10/18/19         3,523         3,056,066   

Harland Clarke Holdings Corp.,

         

Term Loan B-2

    5.51     06/30/17         384         385,493   

Term Loan B-4

    6.00     08/04/19         797         801,811   

Interactive Data Corp., Term Loan

    4.75     05/02/21         3,815         3,831,851   

MC Communications, LLC, Term Loan(h)

    0.00     03/31/15         1,553         62,114   

MediMedia USA, Inc., First Lien Term Loan

    8.00     11/20/18         3,797         3,777,679   

Merrill Communications LLC, Term Loan

    5.75     03/08/18         5,240         5,259,494   

Newsday, LLC, Term Loan

    3.67     10/12/16         1,324         1,321,591   

ProQuest LLC, Term Loan

    5.25     10/24/21         2,445         2,449,715   

Tribune Co., Term Loan

    4.00     12/27/20         7,753         7,765,138   
                                34,776,991   
Radio & Television–3.54%          

Block Communications, Inc., Incremental Term Loan B

    4.25     11/07/21         643         645,008   

Gray Television, Inc., Term Loan

    3.75     06/13/21         626         625,127   

iHeartCommunications, Inc.,

         

Term Loan D

    6.92     01/30/19         12,937         12,415,958   

Term Loan E

    7.67     07/31/19         9,032         8,767,893   

Media General, Inc., Term Loan B

    4.25     07/31/20         2,400         2,410,242   

NEP/NCP HoldCo, Inc., Second Lien Term Loan

    9.50     07/22/20         168         162,578   

TWCC Holding Corp.,

         

Second Lien Term Loan

    7.00     06/26/20         4,267         3,989,789   

Term Loan

    3.50     02/13/17         3,174         3,149,297   
                                32,165,892   
Retailers (except Food & Drug)–10.19%          

David’s Bridal, Inc.,

         

Asset-Based Revolver Loan (Acquired 12/18/12-01/29/15; Cost $1,674,082)(d)

    0.00     10/11/17         1,674         1,523,414   

Asset-Based Revolver Loan (Acquired 01/29/15-02/20/15; Cost $320,773)

    3.50     10/11/17         321         291,903   

Term Loan

    5.25     10/11/19         2,362         2,279,087   

Dollar Tree, Inc., Term Loan B(c)

           03/09/22         7,969         8,038,405   

Hudson’s Bay Co. (Canada), First Lien Term Loan

    4.75     11/04/20         132         132,884   

J. Crew Group, Inc., Term Loan

    4.00     03/05/21         3,963         3,748,585   

J.C. Penney Corp., Inc., Term Loan

    5.00     06/20/19         1,375         1,357,752   

Lands’ End, Inc., Term Loan B

    4.25     04/02/21         2,307         2,208,607   

Leonardo Acquisition Corp., Term Loan

    4.25     01/31/21         1,086         1,086,007   

Men’s Wearhouse, Inc. (The), Term Loan B

    4.50     06/18/21         4,528         4,572,868   

Michaels Stores, Inc., Incremental Term Loan

    4.00     01/28/20         3,691         3,688,593   

National Vision, Inc.,

         

First Lien Term Loan

    4.00     03/13/21         2,707         2,675,389   

Second Lien Term Loan

    6.75     03/13/22         76         73,447   

Nine West Holdings, Inc., Term Loan

    4.75     10/08/19         1,513         1,439,180   

OSP Group, Inc., First Lien Term Loan

    4.50     03/18/21         1,936         1,940,360   

Payless Inc.,

         

Second Lien Term Loan

    8.50     03/11/22         1,136         1,056,927   

Term Loan

    5.00     03/11/21         3,853         3,660,170   

Pep Boys — Manny, Moe & Jack, Term Loan

    4.25     10/11/18         1,065         1,064,502   

PetSmart, Inc., Term Loan(c)

           03/11/22         12,248         12,346,746   

 

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

 

18                         Invesco Senior Income Trust


     Interest
Rate
    Maturity
Date
     Principal
Amount
(000)
     Value  
Retailers (except Food & Drug)–(continued)          

Pier 1 Imports (U.S.), Inc., Term Loan

    4.50     04/30/21       $ 1,374       $ 1,324,627   

Savers Inc., Term Loan

    5.00     07/09/19         5,312         5,232,713   

Sears Roebuck Acceptance Corp., Term Loan

    5.50     06/30/18         13,305         13,148,467   

Spin Holdco Inc., First Lien Term Loan

    4.25     11/14/19         8,135         8,091,582   

Toys ‘R’ US Property Co. I, LLC, Term Loan

    6.00     08/21/19         7,724         7,453,296   

Toys ‘R’ US-Delaware, Inc.,

         

Canadian Term Loan A-1

    8.25     10/24/19         925         913,863   

Term Loan A-1

    8.25     10/24/19         1,147         1,133,191   

Term Loan B-2

    5.25     05/25/18         124         98,908   

Term Loan B-3

    5.25     05/25/18         38         30,373   

Wilton Brands LLC, Term Loan B

    7.50     08/30/18         2,028         1,946,916   
                                92,558,762   
Steel–0.19%          

TMS International Corp., Term Loan B

    4.50     10/16/20         1,760         1,689,629   
Surface Transport–1.06%          

Kenan Advantage Group, Inc., Term Loan

    3.75     06/11/16         762         762,087   

Navios Partners Finance (US) Inc., Term Loan

    5.25     06/27/18         953         954,351   

PODS Holding, LLC,

         

First Lien Term Loan

    5.25     02/02/22         1,266         1,272,764   

Second Lien Term Loan

    9.25     02/02/23         745         750,237   

Stena International S.A. (Luxembourg), Term Loan

    4.00     03/03/21         3,256         2,919,601   

U.S. Shipping Corp., Term Loan B-1

    5.50     04/30/18         1,984         1,969,453   

Vouvray US Finance LLC,

         

Second Lien Term Loan

    8.50     12/27/21         516         514,170   

Term Loan

    5.00     06/27/21         451         454,311   
         9,596,974   
Telecommunications–8.12%          

Altice Financing S.A. (Luxembourg), Term Loan

    5.25     02/04/22         1,485         1,496,069   

Avaya Inc.,

         

Term Loan B-3

    4.67     10/26/17         12,920         12,579,926   

Term Loan B-6

    6.50     03/31/18         3,298         3,272,855   

Consolidated Communications, Inc., Term Loan

    4.25     12/23/20         9,294         9,341,876   

Fairpoint Communications, Inc., Term Loan

    7.50     02/14/19         6,290         6,350,902   

Hargray Communications Group, Inc., Term Loan

    5.25     06/26/19         2,069         2,077,626   

Level 3 Communications, Inc.,

         

Term Loan B

    4.00     01/15/20         2,355         2,359,168   

Term Loan B

    4.50     01/31/22         9,097         9,153,250   

Term Loan B-III

    4.00     08/01/19         4,217         4,222,729   

LTS Buyer LLC, Second Lien Term Loan

    8.00     04/12/21         80         79,947   

Nextgen Finance, LLC, Term Loan B

    5.00     05/31/21         2,993         2,880,884   

NTELOS Inc., Term Loan B

    5.75     11/09/19         5,965         5,069,987   

Sabre Industries, Inc., Term Loan(c)

           02/27/22         644         646,874   

Syniverse Holdings, Inc., Term Loan

    4.00     04/23/19         3,500         3,469,375   

U.S. Telepacific Corp., Term Loan

    6.00     11/25/20         4,062         4,066,895   

XO Communications, LLC, Term Loan

    4.25     03/20/21         1,195         1,196,908   

Yankee Cable Acquisition, LLC, Term Loan

    4.50     03/01/20         5,544         5,563,448   
         73,828,719   

 

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

 

19                         Invesco Senior Income Trust


     Interest
Rate
    Maturity
Date
     Principal
Amount
(000)
     Value  
Utilities–3.48%          

Calpine Construction Finance Co., L.P., Term Loan B-2

    3.25     01/31/22       $ 3,431       $ 3,402,840   

Dynegy Inc., Term Loan B-2

    4.00     04/23/20         701         700,531   

EquiPower Resources Holdings, LLC,

         

First Lien Term Loan B

    4.25     12/21/18         55         54,754   

First Lien Term Loan C

    4.25     12/31/19         5,235         5,229,713   

Granite Acquisition, Inc.,

         

First Lien Term Loan B

    5.00     12/17/21         6,474         6,563,263   

First Lien Term Loan C

    5.00     12/17/21         284         287,614   

Second Lien Term Loan B

    8.25     12/17/22         1,457         1,478,150   

Southeast PowerGen LLC, Term Loan B

    4.50     12/02/21         1,029         1,040,050   

Texas Competitive Electric Holdings Co. LLC, Term Loan(f)

    4.66     10/10/17         6,830         4,376,135   

TPF II Power, LLC, Term Loan

    5.50     10/02/21         7,725         7,821,352   

USIC Holding, Inc., First Lien Term Loan

    4.00     07/10/20         672         669,335   
         31,623,737   

Total Variable Rate Senior Loan Interests

                              1,175,999,847   

Bonds & Notes–8.06%

         
Aerospace & Defense–0.08%          

LMI Aerospace, Inc.(i)

    7.38     07/15/19         703         708,273   
Business Equipment & Services–0.27%          

ADT Corp.

    6.25     10/15/21         1,428         1,549,380   

First Data Corp.(i)

    6.75     11/01/20         851         913,761   
         2,463,141   
Cable & Satellite Television–0.87%          

UPC Broadband Holdings, B.V. (Netherlands)(i)

    6.63     07/01/20         1,116         1,178,831   

UPC Broadband Holdings, B.V. (Netherlands)(i)

    6.88     01/15/22         263         288,971   

UPC Broadband Holdings, B.V. (Netherlands)(i)

    7.25     11/15/21         5,862         6,448,200   
         7,916,002   
Chemicals & Plastics–1.08%          

Hexion Specialty Chemicals, Inc.

    6.63     04/15/20         8,958         8,577,285   

Ineos Holdings Ltd.(i)

    6.13     08/15/18         572         584,870   

Ineos Holdings Ltd.(i)

    7.50     05/01/20         234         249,795   

Ineos Holdings Ltd.(i)

    8.38     02/15/19         367         390,855   
         9,802,805   
Containers & Glass Products–1.00%          

Ardagh Glass Finance PLC(i)

    6.25     01/31/19         921         932,513   

Ardagh Glass Finance PLC(i)

    7.00     11/15/20         192         191,760   

Reynolds Group Holdings Inc.

    5.75     10/15/20         2,061         2,153,745   

Reynolds Group Holdings Inc.

    7.88     08/15/19         2,274         2,418,967   

Reynolds Group Holdings Inc.

    9.88     08/15/19         3,172         3,413,865   
         9,110,850   
Electronics & Electrical–0.26%          

Blackboard Inc.(i)

    7.75     11/15/19         2,486         2,355,485   
Food Products–0.03%          

Chiquita Brands LLC

    7.88     02/01/21         219         241,174   
Forest Products–0.31%          

Verso Paper Holdings LLC

    11.75     01/15/19         2,868         2,824,980   

 

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

 

20                         Invesco Senior Income Trust


     Interest
Rate
    Maturity
Date
     Principal
Amount
(000)
     Value  
Health Care–0.91%          

Biomet Inc.

    6.50     08/01/20       $ 704       $ 754,160   

Community Health Systems, Inc.

    6.88     02/01/22         548         589,100   

DJO Finance LLC

    8.75     03/15/18         2,058         2,163,472   

DJO Finance LLC

    9.75     10/15/17         2,773         2,842,325   

Kinetic Concepts, Inc.

    10.50     11/01/18         1,728         1,900,800   
         8,249,857   
Nonferrous Metals & Minerals–0.22%          

TiZir Ltd. (United Kingdom)(i)

    9.00     09/28/17         2,600         1,989,000   
Oil & Gas–0.57%          

Drill Rigs Holdings Inc.(i)

    6.50     10/01/17         3,862         3,079,945   

Pacific Drilling S.A. (Luxembourg)(i)

    5.38     06/01/20         2,587         2,043,730   

Seventy Seven Operating LLC

    6.50     07/15/22         111         59,385   
         5,183,060   
Publishing–0.39%          

Merrill Communications LLC(e)(i)

    10.00     03/08/23         3,568         3,550,473   
Radio & Television–0.09%          

Sinclair Television Group, Inc.

    6.38     11/01/21         777         825,563   
Retailers (except Food & Drug)–0.52%          

Claire’s Stores Inc.(i)

    6.13     03/15/20         1,173         1,032,240   

Claire’s Stores Inc.(i)

    9.00     03/15/19         1,627         1,535,481   

Guitar Center, Inc.(i)

    6.50     04/15/19         2,437         2,089,728   

Targus Group International, Inc. (Acquired 12/16/09-12/14/14; Cost $2,596,549)(i)

    10.00     06/14/19         1,090         67,146   
         4,724,595   
Telecommunications–1.16%          

Altice Financing S.A. (Luxembourg)(i)

    6.63     02/15/23         490         512,050   

Avaya Inc.(i)

    7.00     04/01/19         1,515         1,537,522   

Goodman Networks Inc.

    12.13     07/01/18         5,089         5,012,665   

Wind Telecomunicazioni S.p.A. (Italy)(i)

    6.50     04/30/20         219         233,235   

Wind Telecomunicazioni S.p.A. (Italy)(i)

    7.38     04/23/21         699         725,212   

Windstream Corp.

    6.38     08/01/23         22         20,295   

Windstream Corp.

    7.50     06/01/22         2,565         2,552,175   
         10,593,154   
Utilities–0.30%          

Calpine Corp.(i)

    6.00     01/15/22         478         524,007   

Calpine Corp.(i)

    7.88     01/15/23         1         567   

NRG Energy Inc.

    6.25     07/15/22         891         931,095   

NRG Energy Inc.

    6.63     03/15/23         1,191         1,256,505   
         2,712,174   

Total Bonds & Notes

                              73,250,586   

Structured Products–6.60%

         

Apidos Cinco CDO(i)(j)

    4.51     05/14/20         772         762,968   

Apidos CLO IX(i)(j)

    6.75     07/15/23         2,154         2,181,262   

Apidos CLO X(i)(j)

    6.48     10/30/22         2,846         2,844,577   

Apidos CLO XI(i)(j)

    5.51     01/17/23         3,968         3,708,819   

Apidos CLO XV(i)(j)

    5.01     10/20/25         1,500         1,339,500   

Apidos Quattro CDO(i)(j)

    3.86     01/20/19         693         684,199   

 

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

 

21                         Invesco Senior Income Trust


     Interest
Rate
    Maturity
Date
     Principal
Amount
(000)
     Value  

Atrium X LLC(i)(j)

    4.75     07/16/25       $ 3,196       $ 2,845,718   

Babson CLO Ltd. 2007-I(i)(j)

    3.51     01/18/21         773         754,603   

Babson CLO Ltd. 2013-II(i)(j)

    4.75     01/18/25         2,631         2,300,020   

Carlyle Global Market Strategies 2012-3(i)(j)

    5.75     10/14/24         693         667,220   

Dryden Senior Loan Fund 2013-30(i)(j)

    5.26     10/15/25         1,053         962,758   

Flagship CLO VI(i)(j)

    4.99     06/10/21         2,565         2,549,128   

Flagship CLO VI(i)(j)

    4.99     06/10/21         755         750,810   

Halcyon Loan Investors CLO II, Ltd.(i)(j)

    3.86     04/24/21         1,009         966,723   

ING IM CLO 2012-3, Ltd.(i)(j)

    6.10     10/15/22         1,026         1,006,506   

ING IM CLO 2012-4, Ltd.(i)(j)

    6.00     10/15/23         3,875         3,780,837   

ING IM CLO 2013-1, Ltd.(i)(j)

    5.25     04/15/24         2,200         2,010,800   

ING IM CLO 2013-3, Ltd.(i)(j)

    4.76     01/18/26         1,767         1,561,675   

ING Investment Management CLO III, Ltd.(i)(j)

    3.75     12/13/20         3,038         2,963,569   

ING Investment Management CLO IV, Ltd.(i)(j)

    4.51     06/14/22         437         430,314   

Keuka Park CLO 2013-1(i)(j)

    4.73     10/21/24         365         323,354   

KKR Financial CLO 2012-1, Ltd.(i)(j)

    5.74     12/15/24         4,025         3,810,870   

KKR Financial CLO 2013-1, Ltd.(i)(j)

    5.00     07/15/25         2,115         1,872,410   

Madison Park Funding X, Ltd.(i)(j)

    5.48     01/20/25         1,103         1,052,041   

Madison Park Funding XIV, Ltd.(i)(j)

    5.01     07/20/26         650         577,720   

Madison Park Funding XIV, Ltd.(i)(j)

    5.66     07/20/26         950         797,430   

Marine Park CLO 2012-1(i)(j)

    5.98     05/18/23         1,298         1,266,329   

Octagon Investment Partners XIV Ltd.(i)(j)

    5.50     01/15/24         1,043         981,567   

Octagon Investment Partners XVIII Ltd.(i)(j)

    5.48     12/16/24         2,631         2,394,210   

Octagon Investment Partners XXI Ltd.(i)(j)

    6.83     10/25/26         500         494,300   

Pacifica CDO VI, Ltd.(i)(j)

    4.01     08/15/21         1,247         1,182,031   

Regatta IV Funding Ltd. 2014-1(i)(j)

    5.21     07/25/26         930         818,121   

Sierra CLO II Ltd.(i)(j)

    3.76     01/22/21         1,829         1,800,468   

Silverado CLO 2006-II Ltd.(i)(j)

    4.00     10/16/20         2,210         2,113,644   

Slater Mill Loan Fund, L.P.(i)(j)

    5.76     08/17/22         2,085         1,987,005   

Symphony CLO IX, Ltd.(i)(j)

    5.25     04/16/22         870         837,027   

Symphony CLO VIII, Ltd.(i)(j)

    6.23     01/09/23         2,588         2,572,472   

Total Structured Products

                              59,953,005   
                 Shares         

Common Stocks & Other Equity Interests–2.68%

         
Aerospace & Defense–0.01%          

IAP Worldwide Services(i)(k)

                     192         134,167   
Building & Development–1.40%          

Axia Inc. (Acquired 05/30/08; Cost $2,673,763)(g)(i)(k)

         595         3,444,794   

Building Materials Holding Corp.(i)(k)

         923,526         6,541,334   

Lake at Las Vegas Joint Venture, LLC,

         

Class A (Acquired 07/15/10; Cost $7,937,680)(i)(k)

         780         0   

Class B (Acquired 07/15/10; Cost $93,970)(i)(k)

         9         0   

Class C, Wts. expiring 07/15/15 (Acquired 07/15/10; Cost $0)(i)(k)

         39         0   

Class D, Wts. expiring 07/15/15 (Acquired 07/15/10; Cost $0)(i)(k)

         54         0   

Class E, Wts. expiring 07/15/15 (Acquired 07/15/10; Cost $0)(i)(k)

         60         0   

Class F, Wts. expiring 07/15/15 (Acquired 07/15/10; Cost $0)(i)(k)

         67         0   

Class G, Wts. expiring 07/15/15 (Acquired 07/15/10; Cost $0)(i)(k)

         76         0   

Newhall Holding Co., LLC, Class A(i)(k)

         346,692         1,040,076   

Tamarack Resort LLC (Acquired 03/07/14; Cost $0)(i)(k)

         24,000         0   

WCI Communities, Inc.(k)

                     69,585         1,664,478   
                                12,690,682   

 

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

 

22                         Invesco Senior Income Trust


                 Shares      Value  
Business Equipment & Services–0.00%           

Comdisco, Inc.(k)

              7       $ 45   
Chemicals & Plastics–0.00%           

Lyondell Chemical Co., Class A(l)

              383         32,904   
Conglomerates–0.02%           

Euramax International, Inc.(i)(k)

              4,207         136,731   
Cosmetics & Toiletries–0.01%           

Marietta Intermediate Holding Corp.(i)(k)

              2,023,400         127,474   
Drugs–0.00%           

BPA Laboratories

          

Class A, Wts. expiring 04/29/24 (Acquired 04/29/14; Cost $0)(i)(k)

          5,562         0   

Class B, Wts. expiring 04/29/24 (Acquired 04/29/14; Cost $0)(i)(k)

              8,918         0   
                         0   
Financial Intermediaries–0.00%           

RJO Holdings Corp.(i)(k)

          1,482         14,816   

RJO Holdings Corp., Class A(i)(k)

          1,142         571   

RJO Holdings Corp., Class B(i)(k)

              1,667         833   
                         16,220   
Home Furnishings–0.08%           

Quality Home Brands Holdings LLC(i)(k)

              4,863         680,820   
Lodging & Casinos–0.48%           

Twin River Management Group, Inc.(i)(k)

              134,134         4,319,115   
Publishing–0.68%           

Affiliated Media, Inc.(i)(k)

          46,746         1,612,724   

Cygnus Business Media, Inc. (Acquired 07/19/04; Cost $1,251,821)(g)(i)(k)

          5,882         0   

F&W Publications, Inc.(i)(k)

          15,519         1,163,910   

MC Communications, LLC (Acquired 07/02/09; Cost $0)(i)(k)

          333,084         0   

Merrill Communications LLC, Class A(i)(k)

          399,283         2,196,056   

Tribune Co., Class A(m)

          16,474         1,086,790   

Tribune Publishing Co.(m)

              4,118         88,537   
                         6,148,017   
Retailers (except Food & Drug)–0.00%           

Targus Group International, Inc. (Acquired 12/16/09; Cost $0)(i)(k)

              27,462         0   
Telecommunications–0.00%           

CTM Media Holdings Inc.(l)

              127         20,320   

Total Common Stocks & Other Equity Interests

                       24,306,495   

Preferred Stocks–0.02%

          
Building & Development–0.01%           

Tamarack Resort LLC (Acquired 03/07/14; Cost $101,952)(i)(k)

              432         101,952   
Financial Intermediaries–0.00%           

RJO Holdings Corp., Series A-2(i)(k)

              324         21,089   
Utilities–0.01%           

Genie Energy Ltd.(k)

              7,632         52,279   

Total Preferred Stocks

                       175,320   

 

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

 

23                         Invesco Senior Income Trust


                 Shares      Value  

Money Market Funds–1.25%

          

Liquid Assets Portfolio, Institutional Class(n)

          5,701,365       $ 5,701,365   

Premier Portfolio, Institutional Class(n)

              5,701,365         5,701,365   

Total Money Market Funds

                       11,402,730   

TOTAL INVESTMENTS(o)–148.02% (Cost $1,371,414,168)

                       1,345,087,983   

BORROWINGS–(31.25)%

                       (284,000,000

VARIABLE RATE TERM PREFERRED SHARES–(13.76)%

                       (125,000,000

OTHER ASSETS LESS LIABILITIES–(3.01)%

                       (27,368,173

NET ASSETS APPLICABLE TO COMMON SHARES–100.00%

                     $ 908,719,810   

Investment Abbreviations:

 

CDO  

– Collateralized Debt Obligation

CLO  

– Collateralized Loan Obligation

LOC  

– Letter of Credit

PIK  

– Payment-in-Kind

Wts.  

– Warrants

Notes to Schedule of Investments:

 

(a)  Variable rate senior loan interests are, at present, not readily marketable, not registered under the Securities Act of 1933, as amended (the “1933 Act”), and may be subject to contractual and legal restrictions on sale. Variable rate senior loan interests in the Trust’s portfolio generally have variable rates which adjust to a base, such as the London Interbank Offered Rate (“LIBOR”), on set dates, typically every 30 days but not greater than one year; and/or have interest rates that float at a margin above a widely recognized base lending rate such as the Prime Rate of a designated U.S. bank.
(b)  Variable rate senior loan interests often require prepayments from excess cash flow or permit the borrower to repay at its election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturities shown. However, it is anticipated that the variable rate senior loan interests will have an expected average life of three to five years.
(c)  This variable rate interest will settle after February 28, 2015, at which time the interest rate will be determined.
(d)  All or a portion of this holding is subject to unfunded loan commitments. Interest rate will be determined at the time of funding. See Note 7.
(e)  All or a portion of this security is Payment-in-Kind.

 

Issuer    Cash Rate     PIK Rate  

Cygnus Business Media, Inc., PIK Term Loan

     3.25     8.75

Lake at Las Vegas Joint Venture, LLC, PIK Exit Revolver Loan

            5.00   

Merrill Communications LLC

            10.00   

Tamarack Resort LLC, PIK Term Loan A

     8.00        8.00   

Tamarack Resort LLC, PIK Term Loan B

     0.00        6.50   

 

(f)  The borrower has filed for protection in federal bankruptcy court.
(g)  Affiliated company. The Investment Company Act of 1940 defines affiliates as those companies in which a fund holds 5% or more of the outstanding voting securities. The Trust has not owned enough of the outstanding voting securities of the issuer to have control (as defined in the Investment Company Act of 1940) of that issuer. The aggregate value of these securities as of February 28, 2015 was $3,484,717, which represented less than 1% of the Trust’s Net Assets. See Note 4.
(h)  Defaulted security. Currently, the issuer is in default with respect to principal and/or interest payments. The value of this security at February 28, 2015 represented less than 1% of the Trust’s Net Assets.
(i)  Security purchased or received in a transaction exempt from registration under the 1933 Act. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at February 28, 2015 was $114,653,117, which represented 12.62% of the Trust’s Net Assets.
(j)  Interest or dividend rate is redetermined periodically. Rate shown is the rate in effect on February 28, 2015.
(k)  Non-income producing security acquired through the restructuring of senior loans.
(l)  Security acquired through the restructuring of senior loans.
(m)  Security acquired as part of a bankruptcy restructuring.
(n)  The money market fund and the Trust are affiliated by having the same investment adviser.
(o)  Calculated as a percentage of net assets. Amounts in excess of 100% are due to the Trust’s use of leverage.

 

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

 

24                         Invesco Senior Income Trust


Statement of Assets and Liabilities

February 28, 2015

 

Assets:

Investments, at value (Cost $1,354,757,380)

$ 1,330,200,536   

Investments in affiliates, at value (Cost $16,656,788)

  14,887,447   

Total investments, at value (Cost $1,371,414,168)

  1,345,087,983   

Cash

  8,327,535   

Receivable for:

Investments sold

  29,096,960   

Interest and fees

  8,514,991   

Investments matured, at value (Cost $31,745,501)

  11,196,193   

Investment for trustee deferred compensation and retirement plans

  1,231   

Deferred offering costs

  781,188   

Other assets

  349,860   

Total assets

  1,403,355,941   

Liabilities:

  

Variable rate term preferred shares, at liquidation preference ($0.01 par value, 1,250 shares issued with liquidation preference of $100,000 per share)

  125,000,000   

Payable for:

Borrowings

  284,000,000   

Investments purchased

  83,792,545   

Income distributions

  213,549   

Accrued fees to affiliates

  339   

Accrued interest expense

  138,963   

Accrued trustees’ and officers’ fees and benefits

  3,461   

Accrued other operating expenses

  532,705   

Trustee deferred compensation and retirement plans

  1,231   

Upfront commitment fees

  953,338   

Total liabilities

  494,636,131   

Net assets applicable to common shares

$ 908,719,810   

Net assets applicable to common shares consist of:

  

Shares of beneficial interest

$ 1,559,907,021   

Undistributed net investment income

  (1,882,747

Undistributed net realized gain (loss)

  (602,428,971

Net unrealized appreciation (depreciation)

  (46,875,493
  $ 908,719,810   

Common shares outstanding, no par value,
with an unlimited number of common shares authorized:

   

Common shares outstanding

  180,036,160   

Net asset value per common share

$ 5.05   

Market value per common share

$ 4.68   
 

 

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

 

25                         Invesco Senior Income Trust


Statement of Operations

For the year ended February 28, 2015

 

Investment income:

  

Interest

$ 75,405,935   

Dividends

  107,521   

Interest and dividends from affiliates

  255,819   

Other income

  2,543,050   

Total investment income

  78,312,325   

Expenses:

Advisory fees

  11,366,521   

Administrative services fees

  2,674,475   

Custodian fees

  494,592   

Interest, facilities and maintenance fees

  5,128,919   

Transfer agent fees

  24,880   

Trustees’ and officers’ fees and benefits

  70,115   

Other

  710,574   

Total expenses

  20,470,076   

Less: Fees waived

  (11,404

Net expenses

  20,458,672   

Net investment income

  57,853,653   

Realized and unrealized gain (loss) from:

Net realized gain (loss) from:

Investment securities

  (23,937,460

Foreign currencies

  72   
    (23,937,388

Change in net unrealized appreciation (depreciation) of investment securities

  (12,374,675

Net realized and unrealized gain (loss)

  (36,312,063

Net increase in net assets resulting from operations applicable to common shareholders

$ 21,541,590   

 

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

 

26                         Invesco Senior Income Trust


Statement of Changes in Net Assets

For the years ended February 28, 2015 and 2014

 

     2015      2014  

Operations:

    

Net investment income

  $ 57,853,653       $ 56,220,156   

Net realized gain (loss)

    (23,937,388      3,741,005   

Change in net unrealized appreciation (depreciation)

    (12,374,675      19,909,633   

Net increase in net assets resulting from operations applicable to common shareholders

    21,541,590         79,870,794   

Distributions to common shareholders from net investment income

    (58,331,716      (64,984,207

Increase from transactions in common shares of beneficial interest

            188,369   

Net increase (decrease) in net assets applicable to common shareholders

    (36,790,126      15,074,956   

Net assets applicable to common shareholders:

  

Beginning of year

    945,509,936         930,434,980   

End of year (includes undistributed net investment income of $(1,882,747) and $(8,801,441), respectively)

  $ 908,719,810       $ 945,509,936   

 

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

 

27                         Invesco Senior Income Trust


Statement of Cash Flows

For the year ended February 28, 2015

 

Cash provided by operating activities:

  

Net increase in net assets resulting from operations applicable to common shareholders

$ 21,541,590   

Adjustments to reconcile net increase in net assets applicable to common shareholders to net cash provided by operating activities:

  

Purchases of investments

  (914,465,350

Proceeds from sales of investments

  902,047,452   

Net change in upfront commitment fees

  (552,929

Amortization of loan fees

  559,836   

Accretion of discount on investment securities

  (7,145,137

Decrease in interest receivables and other assets

  308,699   

Increase in accrued expenses and other payables

  50,011   

Net realized loss from investment securities and foreign currencies

  23,937,388   

Net change in unrealized depreciation on investment securities

  12,374,675   

Net cash provided by operating activities

  38,656,235   

Cash provided by (used in) financing activities:

Dividends paid to common shareholders from net investment income

  (58,307,845

Proceeds from borrowings

  257,000,000   

Repayment of borrowings

  (250,000,000

Net cash provided by (used in) financing activities

  (51,307,845

Net increase (decrease) in cash and cash equivalents

  (12,651,610

Cash and cash equivalents at beginning of period

  32,381,875   

Cash and cash equivalents at end of period

$ 19,730,265   

Supplemental disclosure of cash flow information:

Cash paid during the period for interest, facilities and maintenance fees

$ 5,117,890   

Notes to Financial Statements

February 28, 2015

NOTE 1—Significant Accounting Policies

Invesco Senior Income Trust (the “Trust”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a diversified, closed-end management investment company.

The Trust’s investment objective is to provide a high level of current income, consistent with preservation of capital. The Trust seeks to achieve its objectives by investing primarily in a portfolio of interests in floating or variable senior loans to corporations, partnerships, and other entities which operate in a variety of industries and geographic regions. The Trust borrows money for investment purposes which may create the opportunity for enhanced return, but also should be considered a speculative technique and may increase the Trust’s volatility.

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

A. Security Valuations — Variable rate senior loan interests are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data.

Securities, including restricted securities, are valued according to the following policy. A security listed or traded on an exchange (except convertible securities) is valued at its last sales price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market (but not securities reported on the NASDAQ Stock Exchange) are valued based on the prices furnished by independent pricing services, in which case the securities may be considered fair valued, or by market makers. Each security reported on the NASDAQ Stock Exchange is valued at the NASDAQ Official Closing Price (“NOCP”) as of the close of the customary trading session on the valuation date or absent a NOCP, at the closing bid price.

Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and the asked prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and asked prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).

Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end-of-day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.

 

28                         Invesco Senior Income Trust


Debt obligations (including convertible securities) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Swap agreements are fair valued using an evaluated quote, if available, provided by an independent pricing service. Evaluated quotes provided by the pricing service are valued based on a model which may include end-of-day net present values, spreads, ratings, industry, company performance and returns of referenced assets.

Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange-traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that the Adviser determines are significant and make the closing price unreliable, the Trust may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities’ prices meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including corporate loans.

Securities for which market quotations are not readily available or became unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/asked quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.

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

Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

B. Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income (net of withholding tax, if any) is recorded on the accrual basis from the settlement date. Facility fees received may be amortized over the life of the loan. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date. Bond premiums and discounts are amortized and/or accreted for financial reporting purposes.

The Trust may periodically participate in litigation related to Trust investments. As such, the Trust may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.

Other income is comprised primarily of amendment fees which are recorded when received. Amendment fees are received in return for changes in the terms of the loan or note.

Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Trust’s net asset value and, accordingly, they reduce the Trust’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Trust and the investment adviser.

C. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.

 

29                         Invesco Senior Income Trust


D. Distributions — The Trust declares and pays monthly dividends from net investment income to common shareholders. Distributions from net realized capital gain, if any, are generally declared and paid annually and are distributed on a pro rata basis to common and preferred shareholders.
E. Federal Income Taxes — The Trust intends to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) necessary to qualify as a regulated investment company and to distribute substantially all of the Trust’s taxable earnings to shareholders. As such, the Trust will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

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

The Trust files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally, the Trust is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.

F. Interest, Facilities and Maintenance Fees — Interest, Facilities and Maintenance Fees include interest and related borrowing costs such as commitment fees, rating and bank agent fees and other expenses associated with lines of credit and Variable Rate Term Preferred Shares (“VRTP Shares”), and interest and administrative expenses related to establishing and maintaining floating rate note obligations, if any.
G. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Trust monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
H. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts, including the Trust’s servicing agreements, that contain a variety of indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I. Cash and Cash Equivalents — For the purposes of the Statement of Cash Flows, the Trust defines Cash and Cash Equivalents as cash (including foreign currency), money market funds and other investments held in lieu of cash and excludes investments made with cash collateral received.
J. Securities Purchased on a When-Issued and Delayed Delivery Basis — The Trust may purchase and sell interests in corporate loans and corporate debt securities and other portfolio securities on a when-issued and delayed delivery basis, with payment and delivery scheduled for a future date. No income accrues to the Trust on such interests or securities in connection with such transactions prior to the date the Trust actually takes delivery of such interests or securities. These transactions are subject to market fluctuations and are subject to the risk that the value at delivery may be more or less than the trade date purchase price. Although the Trust will generally purchase these securities with the intention of acquiring such securities, they may sell such securities prior to the settlement date.
K. Foreign Currency Translations — Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Trust does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (1) sales of foreign currencies, (2) currency gains or losses realized between the trade and settlement dates on securities transactions, and (3) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Trust’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.

The Trust may invest in foreign securities, which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Trust invests and are shown in the Statement of Operations.

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

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

A forward foreign currency contract is an obligation between two parties (“Counterparties”) to purchase or sell a specific currency for an agreed-upon price at a future date. The use of forward foreign currency contracts does not eliminate fluctuations in the price of the underlying securities the Trust owns or intends to acquire but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the contract date and reporting date exchange rates and are recorded as unrealized appreciation (depreciation) until the contracts are closed. When the contracts are closed, realized gains (losses) are recorded. Realized and unrealized gains (losses) on the contracts are included in the Statement of Operations. The primary risks associated with forward foreign currency contracts include failure of the Counterparty to meet the terms of the contract and the value of the foreign currency changing unfavorably. These risks may be in excess of the amounts reflected in the Statement of Assets and Liabilities.

 

30                         Invesco Senior Income Trust


M. Industry Concentration — To the extent that the Trust is concentrated in securities of issuers in the banking and financial services industries, the Trust’s performance will depend to a greater extent on the overall condition of those industries. The value of these securities can be sensitive to changes in government regulation, interest rates and economic downturns in the U.S. and abroad.
N. Bank Loan Risk — Although the resale, or secondary market for floating rate loans has grown substantially over the past decade, both in overall size and number of market participants, there is no organized exchange or board of trade on which floating rate loans are traded. Instead, the secondary market for floating rate loans is a private, unregulated interdealer or interbank resale market. Such a market may therefore be subject to irregular trading activity, wide bid/ask spreads, and extended trade settlement periods. Similar to other asset classes, bank loan funds may be exposed to counterparty credit risk, or the risk than an entity with which the Trust has unsettled or open transactions may fail to or be unable to perform on its commitments. The Trust manages counterparty credit risk by entering into transactions only with counterparties that they believe have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties.
O. Other Risks — The Trust may invest all or substantially all of its assets in senior secured floating rate loans, senior secured debt securities or other securities rated below investment grade. These securities are generally considered to have speculative characteristics and are subject to greater risk of loss of principal and interest than higher rated securities. The value of lower quality debt securities and floating rate loans can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market or economic developments.

The Trust invests in corporate loans from U.S. or non-U.S. companies (the “Borrowers”). The investment of the Trust in a corporate loan may take the form of participation interests or assignments. If the Trust purchases a participation interest from a syndicate of lenders (“Lenders”) or one of the participants in the syndicate (“Participant”), one or more of which administers the loan on behalf of all the Lenders (the “Agent Bank”), the Trust would be required to rely on the Lender that sold the participation interest not only for the enforcement of the Trust’s rights against the Borrower but also for the receipt and processing of payments due to the Trust under the corporate loans. As such, the Trust is subject to the credit risk of the Borrower and the Participant. Lenders and Participants interposed between the Trust and a Borrower, together with Agent Banks, are referred to as “Intermediate Participants”.

P. Leverage Risk — The Trust may utilize leverage to seek to enhance the yield of the Trust by borrowing or issuing preferred shares. There are risks associated with borrowing or issuing preferred shares in an effort to increase the yield and distributions on the common shares, including that the costs of the financial leverage may exceed the income from investments made with such leverage, the higher volatility of the net asset value of the common shares, and that fluctuations in the interest rates on the borrowing or dividend rates on preferred shares may affect the yield and distributions to the common shareholders. There can be no assurance that the Trust’s leverage strategy will be successful.

NOTE 2—Advisory Fees and Other Fees Paid to Affiliates

The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Trust pays an annual fee of 0.85% based on the average daily managed assets of the Trust. Managed assets for this purpose means the Trust’s net assets, plus assets attributable to outstanding preferred shares and the amount of any borrowings incurred for the purpose of leverage (whether or not such borrowed amounts are reflected in the Trust’s financial statements for purposes of GAAP).

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

The Adviser has contractually agreed, through at least June 30, 2016, to waive the advisory fee payable by the Trust in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Trust of uninvested cash in such affiliated money market funds.

For the year ended February 28, 2015, the Adviser waived advisory fees of $11,404.

The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Trust has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Trust. For the year ended February 28, 2015, expenses incurred under this agreement are shown in the Statement of Operations as Administrative services fees. Also, Invesco has entered into service agreements whereby State Street Bank and Trust Company (“SSB”) serves as custodian and fund accountant and provides certain administrative services to the Trust.

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

NOTE 3—Additional Valuation Information

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

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

 

31                         Invesco Senior Income Trust


The following is a summary of the tiered valuation input levels, as of February 28, 2015. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

During the year ended February 28, 2015, there were transfers from level 3 to level 1 of $1,086,790, due to security trading on exchange, from level 3 to level 2 of $12,863,781, due to third-party vendor quotations utilizing more than one market quote, and from level 2 to level 3 of $29,683,508, due to third party vendor quotations utilizing single market quotes.

 

     Level 1        Level 2        Level 3        Total  

Variable Rate Senior Loan Interests

  $         $ 1,087,317,694         $ 88,682,153         $ 1,175,999,847   

Bonds & Notes

              69,632,967           3,617,619           73,250,586   

Structured Products

              59,953,005                     59,953,005   

Equity Securities

    14,348,083           14,233,312           7,303,150           35,884,545   

Total Investments

  $ 14,348,083         $ 1,231,136,978         $ 99,602,922         $ 1,345,087,983   

A reconciliation of Level 3 investments is presented when the Trust had a significant amount of Level 3 investments at the beginning and/or end of the reporting period in relation to net assets.

The following is a reconciliation of the fair valuations using significant unobservable inputs (Level 3) during the year ended February 28, 2015:

 

    

Value

02/28/14

    Purchases     Sales     Accrued
Discounts/
Premiums
    Net Realized
Gain (Loss)
    Net Change
in Unrealized
Appreciation
(Depreciation)
    Transfers
into
Level 3
    Transfers
out of
Level 3
   

Value

02/28/15

 

Variable Rate Senior Loan Interests

  $ 57,047,983      $ 38,988,720      $ (27,504,348   $ 140,007      $ (10,043,868   $ 9,523,007      $ 24,520,311      $ (3,989,659   $ 88,682,153   

Bonds & Notes

    821,026        269,005                             (1,022,885     3,550,473               3,617,619   

Equity Securities

    13,813,485        310,246        (0            (6,292,167     7,819,774        1,612,724        (9,960,912     7,303,150   

Total

  $ 71,682,494      $ 39,567,971      $ (27,504,348   $ 140,007      $ (16,336,035   $ 16,319,896      $ 29,683,508      $ (13,950,571   $ 99,602,922   

Securities determined to be Level 3 at the end of the reporting period were valued utilizing quotes from a third-party vendor pricing service. A significant change in third-party pricing information could result in a significantly lower or higher value in Level 3 investments.

NOTE 4—Investments in Other Affiliates

The 1940 Act defines affiliates as those issuances in which a fund holds 5% or more of the outstanding voting securities. The Trust has not owned enough of the outstanding voting securities of the issuer to have control (as defined in the 1940 Act) of that issuer. The following is a summary of the investments in other affiliates for the year ended February 28, 2015.

 

    

Value

02/28/14

    Purchases
at Cost
    Proceeds
from Sales
    Change in
Unrealized
Appreciation
(Depreciation)
    Realized
Gain (Loss)
   

Value

02/28/15

    Interest
Income
 

Axia Inc., Common Shares

  $ 2,554,566      $      $      $ 890,228      $      $ 3,444,794      $   

Axia Inc., PIK Second Lien Term Loan A

    614,057        19,507        (633,564     1,066,489        (1,066,489            24,505   

Axia Inc., Second Lien Term Loan B

    958,906               (958,906     1,798,765        (1,798,765            17,180   

Cygnus Business Media, Inc., Common Shares

    0                                    0          

Cygnus Business Media, Inc., Term Loan

    1,763,139        19,313        (1,627,098     (115,263     (168     39,923        210,590   

Endurance Business Media, Inc., Class A Common Shares

    0               (0     6,292,167        (6,292,167              

Endurance Business Media, Inc., First Lien Term Loan

    879,320               (764,386     3,563,141        (3,678,075              

Total

  $ 6,769,988      $ 38,820      $ (3,983,954   $ 13,495,527      $ (12,835,664   $ 3,484,717      $ 252,275   

NOTE 5—Trustees’ and Officers’ Fees and Benefits

Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Trust to pay remuneration to certain Trustees and Officers of the Trust. Effective August 29, 2014, Trustees have the option to defer compensation payable by the Trust, and “Trustees’ and Officers’ Fees and Benefits” includes amounts accrued by the Trust to fund such deferred compensation amounts.

During the year ended February 28, 2015, the Trust paid legal fees of $75,754 for services rendered by Skadden, Arps, Slate, Meagher & Flom LLP as counsel to the Trust. A former trustee of the Trust is Of Counsel of Skadden, Arps, Slate, Meagher & Flom LLP. Effective August 29, 2014, Skadden, Arps, Slate, Meagher & Flom LLP is no longer counsel to the Trust.

NOTE 6—Cash Balances and Borrowings

The Trust has entered into a $350 million revolving credit and security agreement which will expire on August 25, 2015. The revolving credit and security agreement is secured by the assets of the Trust.

During the year ended February 28, 2015, the average daily balance of borrowings under the revolving credit and security agreement was $281,405,479 with a weighted interest rate of 0.84%. Expenses under the credit and security agreement are shown in the Statement of Operations as Interest, facilities and maintenance fees.

 

32                         Invesco Senior Income Trust


Additionally, the Trust is permitted to temporarily carry a negative or overdrawn balance in its account with SSB, the custodian bank. Such balances, if any at period end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. To compensate the custodian bank for such overdrafts, the overdrawn Trust may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.

NOTE 7—Unfunded Loan Commitments

Pursuant to the terms of certain Senior Loan agreements, the Trust held the following unfunded loan commitments as of February 28, 2015. The Trust intends to reserve against such contingent obligations by designating cash, liquid securities and liquid Senior Loans as a reserve.

 

Borrower   Type    Principal
Amount
       Value  

David’s Bridal, Inc.

 

Asset-Based Revolver Loan

   $ 1,674,082         $ 1,523,414   

Delta Air Lines, Inc.

 

Revolver Loan

     7,315,565           7,193,651   

Delta Air Lines, Inc.

 

Revolver Loan

     1,075,819           1,035,475   

Equinox Holdings Inc.

 

Revolver Loan

     973,979           876,581   

Getty Images, Inc.

 

Revolver Loan

     2,879,059           2,475,991   

H.J. Heinz Co.

 

Revolver Loan

     7,110,239           7,068,147   

Hearthside Group Holdings, LLC

 

Revolver Loan

     1,374,404           1,369,628   

Lake at Las Vegas Joint Venture, LLC

 

Exit Revolver Loan

     16,242           8,689   

Realogy Corp.

 

Revolver Loan

     2,886,336           2,785,315   

Surgical Care Affiliates, LLC

 

Revolver Loan B

     2,432,892           2,415,984   

Trans Union LLC

 

Revolver Loan

     705,983           698,726   
         $ 28,444,600         $ 27,451,601   

NOTE 8—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended February 28, 2015 and 2014:

 

     2015        2014  

Ordinary income

  $ 58,331,716         $ 64,984,207   

Ordinary income — Taxable VRTP Shares

    1,777,362           1,783,871   

Total distributions

  $ 60,109,078         $ 66,768,078   

Tax Components of Net Assets at Period-End:

 

     2015  

Undistributed ordinary income

  $ 942,796   

Net unrealized appreciation (depreciation) — investments

    (29,179,944

Net unrealized appreciation (depreciation) — investments matured

    (20,549,308

Temporary book/tax differences

    (1,231

Capital loss carryforward

    (602,399,524

Shares of beneficial interest

    1,559,907,021   

Total net assets

  $ 908,719,810   

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

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

Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Trust to utilize. Capital losses generated in years beginning after December 22, 2010 can be carried forward for an unlimited period, whereas previous losses expire in eight tax years. Capital losses with an expiration period may not be used to offset capital gains until all net capital losses without an expiration date have been utilized. Capital loss carryforwards with no expiration date will retain their character as either short-term or long-term capital losses instead of as short-term capital losses as under prior law. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

 

33                         Invesco Senior Income Trust


The Trust has a capital loss carryforward as of February 28, 2015, which expires as follows:

 

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

February 29, 2016

  $ 17,612,397         $         $ 17,612,397   

February 28, 2017

    121,546,728                     121,546,728   

February 28, 2018

    316,566,788                     316,566,788   

February 28, 2019

    81,508,885                     81,508,885   

Not subject to expiration

    378,887           64,785,839           65,164,726   
    $ 537,613,685         $ 64,785,839         $ 602,399,524   

 

* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code and may be further limited depending upon a variety of factors, including the realization of net unrealized gains or losses as of the date of any reorganization.

NOTE 9—Investment Securities

The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Trust during the year ended February 28, 2015 was $866,167,334 and $870,305,910, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed federal income tax reporting period-end.

 

Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis  

Aggregate unrealized appreciation of investment securities

  $ 29,805,835   

Aggregate unrealized (depreciation) of investment securities

    (58,985,779

Net unrealized appreciation (depreciation) of investment securities

  $ (29,179,944

Cost of investments for tax purposes is $1,374,267,927.

NOTE 10—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of expired capital loss carryforward and sales of bonds with premiums, on February 28, 2015, undistributed net investment income was increased by $7,396,757, undistributed net realized gain (loss) was increased by $4,943,451 and shares of beneficial interest was decreased by $12,340,208. This reclassification had no effect on the net assets of the Trust.

NOTE 11—Common Shares of Beneficial Interest

Transactions in common shares of beneficial interest were as follows:

 

     Year ended
February 28,
2015
       Year ended
February 28,
2014
 

Beginning shares

    180,036,160           179,999,900   

Shares issued through dividend reinvestment

              36,260   

Ending shares

    180,036,160           180,036,160   

The Trust may, when appropriate, purchase shares in the open market or in privately negotiated transactions at a price not above market value or net asset value, whichever is lower at the time of purchase.

NOTE 12—Variable Rate Term Preferred Shares

On October 26, 2012, the Trust issued in the aggregate 1,250 VRTP Shares of the following series: (i) 2015/11-VVR C-1 (the “C-1 Series”), (ii) 2015/11-VVR C-2 (the “C-2 Series”), (iii) 2015/11-VVR C-3 (the “C-3 Series”), (iv) 2015/11-VVR C-4 (the “C-4 Series”) and (v) 2015/11-VVR L-1 (the “L-1 Series”), each with a liquidation preference of $100,000 per share, pursuant to an offering exempt from registration under the 1933 Act. Proceeds from the issuance of VRTP Shares on October 26, 2012 were used to redeem all of the Trust’s outstanding Auction Rate Preferred Shares (“ARPS”). VRTP Shares are a floating-rate form of preferred shares with a mandatory redemption date. The Trust is required to redeem all outstanding VRTP Shares on September 1, 2017, unless earlier redeemed, repurchased or extended. VRTP Shares are subject to optional and mandatory redemption in certain circumstances. The redemption price per share is equal to the sum of the liquidation value per share plus any accumulated but unpaid dividends. On or prior to the redemption date, the Trust will be required to segregate assets having a value equal to 110% of the redemption amount.

The Trust incurred costs in connection with the issuance of the VRTP Shares. These costs were recorded as a deferred charge and are being amortized over the original 3 year life of the VRTP Shares. Amortization of these costs is included in Interest, facilities and maintenance fees on the Statement of Operations and the unamortized balance is included in Deferred offering costs on the Statement of Assets and Liabilities.

 

34                         Invesco Senior Income Trust


Dividends paid on the VRTP Shares (which are treated as interest expense for financial reporting purposes) are declared daily and paid monthly. The rate for dividends was equal to the sum of an applicable base rate (defined below) plus a ratings spread of 1.20%-5.20%, which is based on the long term rating assigned to the VRTP Shares by Moody’s and Fitch.

 

Series   Applicable Base Rate

C-1 Series

  Equal to the weighted average interest rate paid or payable as interest on commercial paper notes issued by CHARTA, LLC to purchase shares of the C-1 Series

C-2 Series

  Equal to the weighted average interest rate paid or payable as interest on commercial paper notes issued by CAFCO, LLC to purchase shares of the C-2 Series

C-3 Series

  Equal to the weighted average interest rate paid or payable as interest on commercial paper notes issued by CIESCO, LLC to purchase shares of the C-3 Series

C-4 Series

  Equal to the weighted average interest rate paid or payable as interest on commercial paper notes issued by CRC Funding, LLC to purchase shares of the C-4 Series

L-1 Series

  30 day London Interbank Offered Rate by Citibank in London, England

The average aggregate liquidation preference outstanding and the average annualized dividend rate of the VRTP Shares during the year ended February 28, 2015 were $125,000,000 and 1.40%, respectively.

The Trust is subject to certain restrictions relating to the VRTP Shares, such as maintaining certain asset coverage and leverage ratio requirements. Failure to comply with these restrictions could preclude the Trust from declaring any distributions to common shareholders or purchasing common shares and/or could trigger the mandatory redemption of VRTP Shares at liquidation preference.

The liquidation preference of VRTP Shares, which are considered debt of the Trust for financial reporting purposes, is recorded as a liability under the caption Variable rate term preferred shares on the Statement of Assets and Liabilities. Unpaid dividends on VRTP Shares are recognized as Accrued interest expense on the Statement of Assets and Liabilities. Dividends paid on VRTP Shares are recognized as a component of Interest, facilities and maintenance fees on the Statement of Operations.

NOTE 13—Senior Loan Participation Commitments

The Trust invests in participations, assignments, or acts as a party to the primary lending syndicate of a Senior Loan interest to corporations, partnerships, and other entities. When the Trust purchases a participation of a Senior Loan interest, the Trust typically enters into a contractual agreement with the lender or other third party selling the participation, but not with the borrower directly. As such, the Trust assumes the credit risk of the borrower, selling participant or other persons interpositioned between the Trust and the borrower.

At the year ended February 28, 2015, the following sets forth the selling participants with respect to interest in Senior Loans purchased by the Trust on a participation basis.

 

Selling Participant   Principal
Amount
       Value  

Barclays Bank PLC

  $ 2,879,059         $ 2,475,991   

Citibank, N.A.

    2,886,336           2,785,315   

Goldman Sachs Lending Partners LLC

    9,105,094           8,883,464   

Total

  $ 14,870,489         $ 14,144,770   

NOTE 14—Dividends

The Trust declared the following dividends to common shareholders from net investment income subsequent to February 28, 2015:

 

Declaration Date   Amount per Share        Record Date        Payable Date  

March 2, 2015

  $ 0.028           March 13, 2015           March 31, 2015   

April 1, 2015

  $ 0.028           April 13, 2015           April 30, 2015   

 

35                         Invesco Senior Income Trust


NOTE 15—Financial Highlights

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

 

    Years ended February 28,     Year ended
February 29,
    Seven months ended
February 28,
    Year ended
July 31,
 
     2015     2014     2013     2012     2011     2010  

Net asset value per common share, beginning of period

  $ 5.25      $ 5.17      $ 4.89      $ 5.03      $ 4.65      $ 3.98   

Net investment income(a)

    0.32        0.31        0.34        0.31        0.17        0.29   

Net gains (losses) on securities (both realized and unrealized)

    (0.20     0.13        0.28        (0.14     0.39        0.72   

Distributions paid to preferred shareholders from net investment income

    N/A        N/A        (0.01     (0.02     (0.01     (0.03

Total from investment operations

    0.12        0.44        0.61        0.15        0.55        0.98   

Dividends from net investment income

    (0.32     (0.36     (0.33     (0.29     (0.17     (0.29

Return of capital

                                       (0.02

Total dividends and distributions paid to common shareholders

    (0.32     (0.36     (0.33     (0.29     (0.17     (0.31

Net asset value per common share, end of period

  $ 5.05      $ 5.25      $ 5.17      $ 4.89      $ 5.03      $ 4.65   

Market value per common share, end of period

  $ 4.68      $ 5.03      $ 5.57      $ 4.69      $ 5.01      $ 4.65   

Total return at net asset value(b)

    2.90     8.69     12.93     3.48     12.14        

Total return at market value(c)

    (0.46 )%      (3.34 )%      26.86     (0.35 )%      11.70     38.95

Net assets applicable to common shares, end of period (000’s omitted)

  $ 908,720      $ 945,510      $ 930,435      $ 879,696      $ 904,599      $ 836,919   

Portfolio turnover rate(d)

    63     99     103     94     50     57

Ratios/supplemental data based on average net assets applicable to common shares:

   

         

Ratio of expenses:

           

With fee waivers and/or expense reimbursements

    2.20 %(e)      2.18     2.06     2.00 %(f)      2.14 %(f)(g)      2.28 %(f)(h) 

With fee waivers and/or expense reimbursements excluding interest, facilities and maintenance fees

    1.65 %(e)      1.63     1.65     1.69 %(f)      1.72 %(f)(g)      1.89 %(f)(h) 

Without fee waivers and/or expense reimbursements

    2.20 %(e)      2.18     2.06                        

Ratio of net investment income before preferred share dividends

    6.22 %(e)      5.98     6.86     6.35     6.16 %(g)      6.38 %(h) 

Preferred share dividends

    N/A        N/A        0.29     0.39     0.41 %(g)      0.61

Ratio of net investment income after preferred share dividends

    6.22 %(e)      5.98     6.57     5.96     5.75 %(g)      5.77 %(h) 

Senior securities:

  

         

Total amount of preferred shares outstanding (000’s omitted)

  $ 125,000      $ 125,000      $ 125,000      $ 200,000      $ 200,000      $ 200,000   

Total borrowings (000’s omitted)

  $ 284,000      $ 277,000      $ 207,000      $ 156,000      $ 214,000      $ 230,000   

Asset coverage per $1,000 unit of senior indebtedness(i)

  $ 4,640      $ 4,865      $ 6,099      $ 7,921      $ 6,162      $ 5,509   

Asset coverage per preferred share(j)

  $ 826,976      $ 856,408      $ 844,348      $ 134,962      $ 138,075      $ 129,620   

Liquidating preference per preferred share

  $ 100,000      $ 100,000      $ 100,000      $ 25,000      $ 25,000      $ 25,000   

 

(a)  Calculated using average shares outstanding.
(b)  Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year, if applicable.
(c)  Total return assumes an investment at the common share market price at the beginning of the period indicated, reinvestment of all distributions for the period in accordance with the Trust’s dividend reinvestment plan, and sale of all shares at the closing common share market price at the end of the period indicated. Not annualized for periods less than one year, if applicable.
(d)  Calculation includes the proceeds from principal repayments and sales of variable rate senior loan interests and is not annualized for periods less than one year, if applicable.
(e)  Ratios are based on average daily net assets applicable to common shares (000’s omitted) of $930,539.
(f)  Ratios do not reflect the effect of dividend payments to preferred shareholders.
(g)  Annualized.
(h)  Subsequent to issuance of its July 31, 2010 financial statements, the Trust identified an error solely related to the expense and net investment income ratios included within the financial highlights for the fiscal year ended July 31, 2010. The financial highlights above reflect the revised ratios.
(i)  Calculated by subtracting the Trust’s total liabilities (not including preferred shares and borrowings) from the Trust’s total assets and dividing this by the total number of senior indebtedness units, where one unit equals $1,000 of senior indebtedness.
(j)  Calculated by subtracting the Trust’s total liabilities (not including preferred shares) from the Trust’s total assets and dividing this by the total number of preferred shares outstanding.

N/A = Not Applicable

 

36                         Invesco Senior Income Trust


NOTE 16—Legal Proceedings

Terms used in the Legal Proceedings Note are defined terms solely for the purpose of this note.

The Trust is named as a defendant in an adversary proceeding in the Bankruptcy Court of the Southern District of Florida. The complaint was filed on July 14, 2008 by the Official Committee of Unsecured Creditors of TOUSA, Inc., on behalf of certain subsidiaries of TOUSA, Inc. (the “Conveying Subsidiaries”), and filed as amended on October 17, 2008. The Committee made allegations against the Trust in two separate capacities: as “Transeastern Lenders” and as “First Lienholders” (collectively, the “Lenders”). The Transeastern Lenders loaned money to form a joint venture between TOUSA, Inc. and Falcone/Ritchie LLC. TOUSA, Inc. later repaid the loans from the Transeastern Lenders as part of a global settlement of claims against it. The repayment was financed using proceeds of new loans (the “New Loans”), for which the Conveying Subsidiaries conveyed first and second priority liens on their assets to two groups of lienholders (the First and Second Lienholders, collectively “New Lenders”). The Conveying Subsidiaries were not obligated on the original debt to the Transeastern Lenders. The Committee alleged, inter alia, that both the repayment to the Transeastern Lenders and the grant of liens to the First and Second Lienholders should be avoided as fraudulent transfers under the bankruptcy laws. More specifically, the Committee alleged: (1) that the Conveying Subsidiaries’ transfer of liens to secure the New Loans was a fraudulent transfer under 11 U.S.C. § 548 because the Conveying Subsidiaries were insolvent at the time of the transfer and did not receive reasonably equivalent value for the liens; and (2) that the Transeastern Lenders were, under 11 U.S.C. § 550, entities for whose benefit the liens were fraudulently transferred to the New Lenders. The case was tried in 2009 and on October 13, 2009, the Bankruptcy Court rendered a Final Judgment against the Lenders, which was later amended on October 30, 2009, requiring the Lenders to post bonds equal to 110% of the damages and disgorgement ordered against them. The Transeastern Lenders and First Lienholders separately appealed the decision to the District Court for the Southern District of Florida. On February 11, 2011, the District Court, issued an order in the Transeastern Lenders’ appeal that: 1) quashed the Bankruptcy Court’s Order as it relates to the liability of the Transeastern Lenders; 2) made null and void the Bankruptcy Court’s imposition of remedies as to the Transeastern Lenders; 3) discharged all bonds deposited by Transeastern Lenders, unless any further appeals are filed, in which case the bonds would remain in effect pending resolution of appeals; 4) dismissed as moot additional appeal proceedings of the Transeastern Lenders that were contingent upon the District Court’s decision concerning liability; and 5) closed all District Court appeal proceedings concerning the Transeastern Lenders. The Plaintiff appealed to the Eleventh Circuit Court of Appeals. In a decision filed on May 15, 2012, the Eleventh Circuit reversed the District Court’s opinion, affirmed the liability findings of the Bankruptcy Court against the Transeastern Lenders, and remanded the case to the District Court to review the remedies ordered by the Bankruptcy Court. The appeal of the Transeastern Lenders is currently pending before the District Court. The First Lienholders, having paid its obligations under the bankruptcy plan, have been fully and finally released pursuant to a court order dated August 30, 2013.

Management of Invesco and the Trust believe that the outcome of the proceedings described above will have no material adverse effect on the Trust or on the ability of Invesco to provide ongoing services to the Trust.

 

37                         Invesco Senior Income Trust


Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees and Shareholders of Invesco Senior Income Trust:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations, of changes in net assets and of cash flows and the financial highlights present fairly, in all material respects, the financial position of Invesco Senior Income Trust (hereafter referred to as the “Trust”) at February 28, 2015, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2015 by correspondence with the custodian and brokers, and the application of alternative auditing procedures where confirmations of security purchases have not been received, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

Houston, Texas

April 29, 2015

 

38                         Invesco Senior Income Trust


Tax Information

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

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

The Trust designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended February 28, 2015:

 

Federal and State Income Tax

 

Qualified Dividend Income*

  0.18

Corporate Dividends Received Deduction*

  0.18

U.S. Treasury Obligations*

  0

 

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

 

39                         Invesco Senior Income Trust


Trustees and Officers

 

The address of each trustee and officer is 1555 Peachtree Street, N.E., Atlanta, Georgia 30309. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.

 

Name, Year of Birth and

Position(s) Held with the Trust

  Trustee and/
or Officer Since
 

Principal Occupation(s)

During Past 5 Years

 

Number of

Funds in Fund

Complex

Overseen by

Trustee

 

Other Directorship(s)

Held by Trustee During

Past 5 Years

Interested Trustees                

Martin L. Flanagan1 — 1960

Trustee

  2014  

Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business

 

Formerly: Chairman and Chief Executive Officer, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization).

  144   None

Philip A. Taylor2 — 1954

Trustee, President and Principal Executive Officer

  2014  

Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, Invesco Inc. (holding company), Invesco Canada Holdings Inc. (holding company), Trimark Investments Ltd./Placements Trimark Ltèe and Invesco Financial Services Ltd/Services Financiers Invesco Ltèe; Chief Executive Officer, Invesco Corporate Class Inc. (corporate mutual fund company) and Invesco Canada Fund Inc. (corporate mutual fund company); Director, Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, Chief Executive Officer and President, Van Kampen Exchange Corp.

 

Formerly: Director and Chairman, Van Kampen Investor Services Inc.; Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company) and Van Kampen Investments Inc.; Director and President, AIM GP Canada Inc. (general partner for limited partnerships) and Van Kampen Advisors, Inc.; Director and Chief Executive Officer, Invesco Trimark Dealer Inc. (registered broker dealer); Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), and Short-Term Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.

  144   None
Independent Trustees                

Bruce L. Crockett — 1944

Trustee and Chair

  2014  

Chairman, Crockett Technologies Associates (technology consulting company)

 

Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer, COMSAT Corporation; Chairman, Board of Governors of INTELSAT (international communications company); ACE Limited (insurance company); Independent Directors Council and Investment Company Institute

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

 

1  Mr. Flanagan is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer of the Adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the Adviser.
2  Mr. Taylor is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer and a director of the Adviser.

 

T-1                         Invesco Senior Income Trust


Trustees and Officers—(continued)

 

Name, Year of Birth and

Position(s) Held with the Trust

  Trustee and/
or Officer Since
 

Principal Occupation(s)

During Past 5 Years

 

Number of

Funds in Fund

Complex

Overseen by

Trustee

 

Other Directorship(s)

Held by Trustee During

Past 5 Years

Independent Trustees—(continued)

David C. Arch — 1945

Trustee

  1988   Chairman of Blistex Inc., a consumer health care products manufacturer   144   Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan; Member of the Audit Committee of the Edward-Elmhurst Hospital

James T. Bunch — 1942

Trustee

  2014  

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

 

Formerly: Founder, Green Manning & Bunch Ltd. (investment banking firm) (1988-2010); Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation

  144   Chairman, Board of Governors, Western Golf Association; Chairman, Evans Scholars Foundation; and Vice Chair, Denver Film Society

Rodney F. Dammeyer — 1940

Trustee

  2014  

Chairman of CAC,LLC, (private company offering capital investment and management advisory services)

 

Formerly: Prior to 2001, Managing Partner at Equity Group Corporate Investments; Prior to 1995, Chief Executive Officer of Itel Corporation (formerly Anixter International); Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc., Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.; From 1987 to 2010, Director/Trustee of investment companies in the Van Kampen Funds complex

  144   Director of Quidel Corporation and Stericycle, Inc.

Albert R. Dowden — 1941

Trustee

  2014  

Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Nature’s Sunshine Products, Inc. and Reich & Tang Funds (5 portfolios) (registered investment company)

 

Formerly: Director, Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company); Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director, Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)

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

Jack M. Fields — 1952

Trustee

  2014  

Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); Owner and Chief Executive Officer, Dos Angeles Ranch, L.P. (cattle, hunting, corporate entertainment); and Discovery Global Education Fund (non-profit)

 

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives

  144   Insperity, Inc. (formerly known as Administaff)

Prema Mathai-Davis — 1950

Trustee

  2014   Retired. Formerly: Chief Executive Officer, YWCA of the U.S.A.   144   None

Larry Soll — 1942

Trustee

  2014   Retired. Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)   144   None

Hugo F. Sonnenschein — 1940

Trustee

  1994   President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to 2000, President of the University of Chicago   144   Trustee of the University of Rochester and a member of its investment committee; Member of the National Academy of Sciences and the American Philosophical Society; Fellow of the American Academy of Arts and Sciences

 

T-2                         Invesco Senior Income Trust


Trustees and Officers—(continued)

 

Name, Year of Birth and

Position(s) Held with the Trust

  Trustee and/
or Officer Since
 

Principal Occupation(s)

During Past 5 Years

 

Number of

Funds in Fund

Complex

Overseen by

Trustee

 

Other Directorship(s)

Held by Trustee During

Past 5 Years

Independent Trustees—(continued)

Raymond Stickel, Jr. — 1944

Trustee

  2014   Retired. Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche   144   None

Suzanne H. Woolsey — 1941

Trustee

  2006   Chief Executive Officer of Woolsey Partners LLC   144   Emeritus Chair of the Board of Trustees of the Institute for Defense Analyses; Trustee of Colorado College; Trustee of California Institute of Technology; Prior to 2014, Director of Fluor Corp.; Prior to 2010, Trustee of the German Marshall Fund of the United States; Prior to 2010 Trustee of the Rocky Mountain Institute
Other Officers                

Russell C. Burk — 1958

Senior Vice President and Senior Officer

  2014   Senior Vice President and Senior Officer, The Invesco Funds   N/A   N/A

John M. Zerr — 1962

Senior Vice President, Chief Legal Officer and Secretary

  2010  

Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) and Van Kampen Exchange Corp.; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Managing Director, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity Fund Trust

 

Formerly: Director and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Aim Advisers, Inc. and Van Kampen Investments Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)

  N/A   N/A

Sheri Morris — 1964

Vice President, Treasurer and Principal Financial Officer

  2010  

Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); and Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity Fund Trust

 

Formerly: Vice President, Invesco Aim Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; and Treasurer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

  N/A   N/A

 

T-3                         Invesco Senior Income Trust


Trustees and Officers—(continued)

 

Name, Year of Birth and

Position(s) Held with the Trust

  Trustee and/
or Officer Since
 

Principal Occupation(s)

During Past 5 Years

 

Number of

Funds in Fund

Complex

Overseen by

Trustee

 

Other Directorship(s)

Held by Trustee During

Past 5 Years

Other Officers—(continued)                

Karen Dunn Kelley — 1960

Vice President

  2010  

Senior Managing Director, Investments, Invesco Ltd.; Director, Co-President, Co-Chief Executive Officer, and Co-Chairman, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Chairman, Invesco Senior Secured Management, Inc.; Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Invesco Mortgage Capital Inc. and Invesco Management Company Limited; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); and President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only)

 

Formerly: Director and President, INVESCO Asset Management (Bermuda) Ltd., Director, INVESCO Global Asset Management Limited and INVESCO Management S.A.; Senior Vice President, Van Kampen Investments Inc. and Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), and Short-Term Investments Trust only)

  N/A   N/A

Crissie M. Wisdom — 1969

Anti-Money Laundering Compliance Officer

  2013   Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser), Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.), Invesco Distributors, Inc., Invesco Investment Services, Inc., Invesco Management Group, Inc., Van Kampen Exchange Corp., The Invesco Funds, and PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Commodity Fund Trust; Anti-Money Laundering Compliance Officer and Bank Secrecy Act Officer, INVESCO National Trust Company and Invesco Trust Company; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, Inc.   N/A   N/A

Todd L. Spillane — 1958

Chief Compliance Officer

  2014  

Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds; Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) and Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.)

 

Formerly: Chief Compliance Officer, Invesco Funds (Chicago); Senior Vice President, Van Kampen Investments Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment adviser), Invesco Global Asset Management (N.A.), Inc., Invesco Senior Secured Management, Inc. (registered investment adviser), Van Kampen Investor Services Inc., PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust; and Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company

  N/A   N/A

 

Office of the Fund

1555 Peachtree Street, N.E.

Atlanta, GA 30309

 

Investment Adviser

Invesco Advisers, Inc.

1555 Peachtree Street, N.E.

Atlanta, GA 30309

 

Distributor

Invesco Distributors, Inc.

11 Greenway Plaza, Suite 1000

Houston, TX 77046-1173

 

Auditors

PricewaterhouseCoopers LLP

1000 Louisiana St., Suite 5800

Houston, TX 77002-5678

     

Counsel to the Fund

Stradley Ronon Stevens & Young, LLP

2005 Market Street, Suite 2600

Philadelphia, PA 19103-7018

 

Transfer Agent

Invesco Investment Services, Inc.

11 Greenway Plaza, Suite 1000

Houston, TX 77046-1173

 

Custodian

State Street Bank and Trust Company

225 Franklin Street

Boston, MA 02110-2801

 

Investment Sub-adviser

Invesco Senior Secured Management, Inc.

1166 Avenue of the Americas

New York, NY 10036

 

T-4                         Invesco Senior Income Trust


 

 

 

 

Correspondence information

Send general correspondence to Computershare Trust Company, N.A., P.O.Box 30170, College Station, TX 77842-3170.

 

 

Trust holdings and proxy voting information

The Trust provides a complete list of its holdings four times in each fiscal year, at the quarter ends. For the second and fourth quarters, the lists appear in the Trust’s semiannual and annual reports to shareholders. For the first and third quarters, the Trust files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/us. Shareholders can also look up the Trust’s Forms N-Q on the SEC website at sec.gov. Copies of the Trust’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file number for the Trust is shown below.

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

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

LOGO

 

SEC file number: 811-08743 VK-CE-SINC-AR-1


ITEM 2. CODE OF ETHICS.

There were no amendments to the Code of Ethics (the “Code”) that applies to the Registrant’s Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”) during the period covered by the report. The Registrant did not grant any waivers, including implicit waivers, from any provisions of the Code to the PEO or PFO during the period covered by this report.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The Board of Trustees has determined that the Registrant has at least one audit committee financial expert serving on its Audit Committee. The Audit Committee financial experts are David C. Arch, James T. Bunch, Bruce L. Crockett, Rod F. Dammeyer, Larry Soll and Raymond Stickel, Jr. David C. Arch, James T. Bunch, Bruce L. Crockett, Rod F. Dammeyer, Larry Soll, and Raymond Stickel, Jr. are “independent” within the meaning of that term as used in Form N-CSR.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) to (d)

Fees Billed by Principal Accountant Related to the Registrant

PWC billed the Registrant aggregate fees for services rendered to the Registrant for the last two fiscal years as follows:

 

     Fees Billed for
Services Rendered to
the Registrant for
fiscal year end
2/28/2015
     (e)(2)
Percentage of Fees
Billed Applicable to
Non-Audit Services
Provided for fiscal
year end 2/28/2015
Pursuant to Waiver of
Pre-Approval
Requirement(1)
    Fees Billed for
Services Rendered to
the Registrant for
fiscal year end
2/28/2014
     (e)(2)
Percentage of Fees
Billed Applicable to
Non-Audit Services
Provided for fiscal
year end 2/28/2014
Pursuant to Waiver of
Pre-Approval
Requirement(1)
 

Audit Fees

   $  67,950         N/A      $  58,175         N/A   

Audit-Related Fees(2)

   $  12,000         0   $  16,545         0

Tax Fees(3)

   $ 5,300         0   $ 4,550         0

All Other Fees(4)

   $ 0         0   $ 1,923         0

Total Fees

   $  85,250         0   $  81,193         0

(g) PWC billed the Registrant aggregate non-audit fees of $17,300 for the fiscal year ended 2015, and $23,018 for the fiscal year ended 2014, for non-audit services rendered to the Registrant.

 

(1) With respect to the provision of non-audit services, the pre-approval requirement is waived pursuant to a de minimis exception if (i) such services were not recognized as non-audit services by the Registrant at the time of engagement, (ii) the aggregate amount of all such services provided is no more than 5% of the aggregate audit and non-audit fees paid by the Registrant to PWC during a fiscal year; and (iii) such services are promptly brought to the attention of the Registrant’s Audit Committee and approved by the Registrant’s Audit Committee prior to the completion of the audit.
(2) Audit-Related fees for the fiscal year end February 28, 2015 includes fees billed for agreed upon procedures related to line of credit compliance. Audit-Related fees for the fiscal year end February 28, 2014 includes fees billed for agreed upon procedures related to variable municipal term preferred shares and line of credit compliance.


(3) Tax fees for the fiscal year end February 28, 2015 includes fees billed for reviewing tax returns. Tax fees for the fiscal year end February 28, 2014 includes fees billed for reviewing tax returns.
(4) All other fees for the fiscal year end February 28, 2014 includes fees billed for completing professional services related to benchmark analysis.

Fees Billed by PWC Related to Invesco and Invesco Affiliates

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

 

     Fees Billed for Non-
Audit Services
Rendered to Invesco
and Invesco Affiliates
for fiscal year end
2/28/2015 That Were
Required
to be Pre-Approved
by the Registrant’s
Audit Committee
     (e)(2)
Percentage of Fees
Billed Applicable to
Non-Audit Services
Provided for fiscal year
end 2/28/2015
Pursuant to Waiver of
Pre-Approval
Requirement(1)
    Fees Billed for Non-
Audit Services
Rendered to Invesco
and Invesco Affiliates
for fiscal year end
2/28/2014 That Were
Required
to be Pre-Approved
by the Registrant’s
Audit Committee
     (e)(2)
Percentage of Fees
Billed Applicable to
Non-Audit Services
Provided for fiscal year
end 2/28/2014
Pursuant to Waiver of
Pre-Approval
Requirement(1)
 

Audit-Related Fees

   $ 574,000         0   $ 574,000         0

Tax Fees

   $ 0         0   $ 0         0

All Other Fees

   $ 0         0   $ 0         0

Total Fees(2)

   $ 574,000         0   $ 574,000         0

 

 

(1) With respect to the provision of non-audit services, the pre-approval requirement is waived pursuant to a de minimis exception if (i) such services were not recognized as non-audit services by the Registrant at the time of engagement, (ii) the aggregate amount of all such services provided is no more than 5% of the aggregate audit and non-audit fees paid by the Registrant, Invesco and Invesco Affiliates to PWC during a fiscal year; and (iii) such services are promptly brought to the attention of the Registrant’s Audit Committee and approved by the Registrant’s Audit Committee prior to the completion of the audit.
(2) Audit-Related fees for the year end 2015 include fees billed related to reviewing controls at a service organization.

(g) Including the fees for services not required to be pre-approved by the registrant’s audit committee, PWC billed Invesco and Invesco Affiliates aggregate non-audit fees of $4,009,694 for the fiscal year ended February 28, 2015, and $1,645,309 for the fiscal year ended February 28, 2014 , for non-audit services rendered to Invesco and Invesco Affiliates.

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

(f) Not applicable.


(e)(1)

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES

POLICIES AND PROCEDURES

As adopted by the Audit Committees of

the Invesco Funds (the “Funds”)

Last Amended May 4, 2010

Statement of Principles

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

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

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

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

Delegation

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

Audit Services

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

In addition to the annual Audit services engagement, the Audit Committees may grant either general or specific pre-approval of other audit services, which are those services that only the independent auditor


reasonably can provide. Other Audit services may include services such as issuing consents for the inclusion of audited financial statements with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings.

Non-Audit Services

The Audit Committees may provide either general or specific pre-approval of any non-audit services to the Funds and its Service Affiliates if the Audit Committees believe that the provision of the service will not impair the independence of the Auditor, is consistent with the SEC’s Rules on auditor independence, and otherwise conforms to the Audit Committees’ general principles and policies as set forth herein.

Audit-Related Services

“Audit-related services” are assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s financial statements or that are traditionally performed by the independent auditor. Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as “Audit services”; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; and agreed-upon procedures related to mergers, compliance with ratings agency requirements and interfund lending activities.

Tax Services

“Tax services” include, but are not limited to, the review and signing of the Funds’ federal tax returns, the review of required distributions by the Funds and consultations regarding tax matters such as the tax treatment of new investments or the impact of new regulations. The Audit Committees will scrutinize carefully the retention of the Auditor in connection with a transaction initially recommended by the Auditor, the major business purpose of which may be tax avoidance or the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Audit Committees will consult with the Funds’ Treasurer (or his or her designee) and may consult with outside counsel or advisors as necessary to ensure the consistency of Tax services rendered by the Auditor with the foregoing policy.

No Auditor shall represent any Fund or any Service Affiliate before a tax court, district court or federal court of claims.

Under rules adopted by the Public Company Accounting Oversight Board and approved by the SEC, in connection with seeking Audit Committees’ pre-approval of permissible Tax services, the Auditor shall:

 

  1. Describe in writing to the Audit Committees, which writing may be in the form of the proposed engagement letter:

 

  a. The scope of the service, the fee structure for the engagement, and any side letter or amendment to the engagement letter, or any other agreement between the Auditor and the Fund, relating to the service; and

 

  b. Any compensation arrangement or other agreement, such as a referral agreement, a referral fee or fee-sharing arrangement, between the Auditor and any person (other than the Fund) with respect to the promoting, marketing, or recommending of a transaction covered by the service;

 

  2. Discuss with the Audit Committees the potential effects of the services on the independence of the Auditor; and

 

  3. Document the substance of its discussion with the Audit Committees.

All Other Auditor Services

The Audit Committees may pre-approve non-audit services classified as “All other services” that are not categorically prohibited by the SEC, as listed in Exhibit 1 to this policy.


Pre-Approval Fee Levels or Established Amounts

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

Procedures

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

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

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

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

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

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

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


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

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

 

    Bookkeeping or other services related to the accounting records or financial statements of the audit client

 

    Financial information systems design and implementation

 

    Appraisal or valuation services, fairness opinions, or contribution-in-kind reports

 

    Actuarial services

 

    Internal audit outsourcing services

Categorically Prohibited Non-Audit Services

 

    Management functions

 

    Human resources

 

    Broker-dealer, investment adviser, or investment banking services

 

    Legal services

 

    Expert services unrelated to the audit

 

    Any service or product provided for a contingent fee or a commission

 

    Services related to marketing, planning, or opining in favor of the tax treatment of confidential transactions or aggressive tax position transactions, a significant purpose of which is tax avoidance

 

    Tax services for persons in financial reporting oversight roles at the Fund

 

    Any other service that the Public Company Oversight Board determines by regulation is impermissible.

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

  (a) The registrant has a separately-designed standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. Members of the audit committee are: David C. Arch, James T. Bunch, Bruce L. Crockett, Rod F. Dammeyer, Larry Soll, Raymond Stickel, Jr. and Suzanne H. Woolsey.

 

  (b) Not applicable.

 

ITEM 6. SCHEDULE OF INVESTMENTS.

Investments in securities of unaffiliated issuers is included as part of the reports to stockholders filed under Item 1 of this Form.

 

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.


 

LOGO

I.1.       PROXY POLICIES AND PROCEDURES – INVESCO ADVISERS

 

Applicable to    All Advisory Clients, including the Invesco Funds
Risk Addressed by Policy    Breach of fiduciary duty to client under Investment Advisers Act of 1940 by placing Invesco personal interests ahead of client’s best interests in voting proxies
Relevant Law and Other Sources    Investment Advisers Act of 1940

Last

¨ Reviewed þ    Revised

by Compliance for Accuracy

   October 21, 2014
Policy/Procedure Owner    Advisory Compliance
Policy Approver    Invesco Advisers, Inc., Invesco Funds Board
Approved/Adopted Date    October 21, 2014

The following policies and procedures apply to all institutional and retail funds and accounts that have explicitly authorized Invesco Advisers, Inc. to vote proxies associated with securities held on their behalf (collectively, “Clients”).

A. GUIDING PRINCIPLES

 

 

Public companies hold meetings for shareholders, during which important issues, such as appointments to the company’s board of directors, executive compensation, and the selection of auditors, are addressed and, where applicable, voted on by shareholders. Proxy voting gives shareholders the opportunity to vote on issues that impact a company’s operations and policies without attending the meetings.

Invesco views proxy voting as an integral part of its investment management responsibilities and believes that the right to vote proxies should be managed with the same high standards of care and fiduciary duty to its Clients as all other elements of the investment process. Invesco’s proxy voting philosophy, governance structure and process are designed to ensure that proxy votes are cast in accordance with Clients’ best interests, which Invesco interprets to mean Clients’ best economic interests, and Invesco’s established proxy voting policies and procedures.

The primary aim of Invesco’s proxy policies is to encourage a culture of performance among the companies in which Invesco invests on behalf of Clients, rather than one of mere conformance with a prescriptive set of rules and constraints. Rigid adherence to a checklist approach to corporate governance issues is, in itself, unlikely to maximize shareholder value.

 

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The proxy voting process at Invesco, which is driven by investment professionals, focuses on the following

 

   

maximizing long-term value for Clients and protecting Clients’ rights and promoting governance structures and practices that reinforce the accountability of corporate management and boards of directors to shareholders;

 

   

reflecting Invesco’s belief that environmental, social and corporate governance proposals can influence long-term shareholder value and should be voted in a manner where such long-term shareholder value is maximized; and

 

   

addressing potential conflicts of interest that may arise from time to time in the proxy voting process.

B. OPERATING PROCEDURES AND RESPONSIBLE PARTIES

 

 

Proxy Administration – In General

Guided by its philosophy that proxy voting is an asset that is to be managed by each investment team, consistent with that team’s view as to the best economic interest of Clients, Invesco has created the Invesco US Proxy Advisory Committee (“IUPAC”). The IUPAC is an investments -driven committee comprised of representatives from each investment management team and Invesco’s Head of Proxy Administration. IUPAC provides a forum for investment teams to monitor, understand and discuss key proxy issues and voting trends within the Invesco complex, and to vote proxies where Invesco as a firm has a conflict of interest with an issuer or an investment professional has a personal conflict of interest with an issuer whose proxy he or she is charged with voting. Absent a conflict of interest, the IUPAC representative for each investment team, in consultation with his or her team, is responsible for voting proxies for the securities the team manages. In addition to IUPAC, the Invesco mutual fund board of trustees provides oversight of the proxy process through quarterly reporting and an annual in-person presentation by the Head of Proxy Administration. IUPAC and Invesco’s proxy administration, compliance and legal teams regularly communicate and review Invesco’s proxy policies and procedures to ensure that they remain consistent with Clients’ best interests, regulatory requirements and industry best practices.

Use of Third Party Proxy Advisory Services

Representatives of the IUPAC have direct access to third party proxy advisory analyses and recommendations (currently provided by Glass Lewis (“GL”) and Institutional Shareholder Services, Inc. (“ISS”)), among other research tools, and use the information gleaned from those sources to make independent voting decisions.

Invesco’s proxy administration group performs extensive initial and ongoing due diligence on the proxy advisory firms that it engages. When deemed appropriate, representatives from the firms are asked to deliver updates directly to the mutual fund board of trustees. IUPAC conducts semi-annual, in-person policy roundtables with key heads of research from ISS and GL to ensure transparency, dialogue and engagement with the firms. These meetings provide Invesco with an opportunity to assess the firms’ capabilities, conflicts of interest and service levels, as well as provide investment professionals with direct insight into the advisory firms’ stances on key governance and proxy topics and their policy framework/methodologies. Invesco’s proxy administration team also reviews the annual SSAE 16 reports for, and the periodic proxy guideline updates published by, each proxy advisory firm to ensure that their guidelines remain consistent with Invesco’s policies and procedures.

 

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If Invesco becomes aware of any material inaccuracies in the information provided by ISS or GL, Invesco’s proxy administration team will investigate the matter to determine the cause, evaluate the adequacy of the proxy advisory firm’s control structure and assess the efficacy of the measures instituted to prevent further errors.

ISS and GL provide updates to previously issued proxy reports when necessary to incorporate newly available information or to correct factual errors. ISS also has a Feedback Review Board, which provides a mechanism for stakeholders to communicate with ISS about issues related to proxy voting and policy formulation, research, and the accuracy of data contained in ISS reports.

Proxy Voting Platform and Administration

Invesco maintains a proprietary global proxy administration platform, supported by the Head of Proxy Administration and a dedicated team of internal proxy specialists. The platform streamlines the proxy voting and ballot reconciliation processes, as well as related functions such as share blocking and issuer/shareholder engagement. Invesco believes that managing these processes internally, as opposed to relying on third parties, gives Invesco greater quality control, oversight and independence in the proxy administration process.

The platform also includes advanced global reporting and record-keeping capabilities regarding proxy matters (including reporting by business unit, issuer or issue) that enable Invesco to satisfy client, regulatory and management requirements. Historical proxy voting information, including commentary by investment professionals regarding the votes they cast, is stored in order to build institutional knowledge over time across the Invesco complex with respect to individual companies and proxy issues. Investment professionals also use the platform to access third-party proxy research.

C. Proxy Voting Guidelines (the “Guidelines”)

 

 

The following guidelines describe Invesco’s general positions with regard to various common proxy issues. The guidelines are not intended to be exhaustive or prescriptive. As noted above, Invesco’s proxy process is investor-driven, and each investment team retains ultimate discretion to vote proxies in the manner they deem to be the most appropriate, consistent with the proxy voting principles and philosophy discussed above. Individual proxy votes therefore will differ from these guidelines from time to time.

 

  I.

Corporate Governance

Management teams of companies are accountable to the boards of directors and directors of publicly held companies are accountable to shareholders. Invesco endeavors to vote the proxies of companies in a manner that will reinforce the notion of a board’s accountability. Consequently, Invesco generally votes against any actions that would impair the rights of shareholders or would reduce shareholders’ influence over the board.

The following are specific voting issues that illustrate how Invesco applies this principle of accountability.

 

   

Elections of directors In uncontested director elections for companies that do not have a controlling shareholder, Invesco generally votes in favor of slates if they are comprised of at least a majority of independent directors and if the boards’ key committees are fully independent. Key committees include the audit, compensation and governance or

 

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nominating Committees. Invesco’s standard of independence excludes directors who, in addition to the directorship, have any material business or family relationships with the companies they serve. Contested director elections are evaluated on a case-by-case basis.

 

   

Director performance Invesco generally withholds votes from directors who exhibit a lack of accountability to shareholders, either through their level of attendance at meetings or by adopting or approving egregious corporate-governance or other policies. In cases of material financial restatements, accounting fraud, habitually late filings, adopting shareholder rights plan (“poison pills”) without shareholder approval, or other areas of poor performance, Invesco may withhold votes from some or all of a company’s directors. In situations where directors’ performance is a concern, Invesco may also support shareholder proposals to take corrective actions, such as so-called “clawback” provisions.

 

   

Auditors and Audit Committee members Invesco believes a company’s audit committee has a high degree of responsibility to shareholders in matters of financial disclosure, integrity of the financial statements and effectiveness of a company’s internal controls. Independence, experience and financial expertise are critical elements of a well-functioning audit committee. When electing directors who are members of a company’s audit committee, or when ratifying a company’s auditors, Invesco considers the past performance of the committee and holds its members accountable for the quality of the company’s financial statements and reports.

 

   

Majority standard in director elections The right to elect directors is the single most important mechanism shareholders have to promote accountability. Invesco supports the nascent effort to reform the U.S. convention of electing directors, and generally votes in favor of proposals to elect directors by a majority vote.

 

   

Staggered Boards/Annual Election of Directors Invesco generally supports proposals to elect each director annually rather than electing directors to staggered multi-year terms because annual elections increase a board’s level of accountability to its shareholders.

 

   

Supermajority voting requirements Unless required by law in the state of incorporation, Invesco generally votes against actions that would impose any supermajority voting requirement, and generally supports actions to dismantle existing supermajority requirements.

 

   

Responsiveness of Directors Invesco generally withholds votes for directors who do not adequately respond to shareholder proposals that were approved by a majority of votes cast the prior year.

 

   

Cumulative voting The practice of cumulative voting can enable minority shareholders to have representation on a company’s board. Invesco generally supports proposals to institute the practice of cumulative voting at companies whose overall corporate-governance standards indicate a particular need to protect the interests of minority shareholders.

 

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Shareholder access On business matters with potential financial consequences, Invesco generally votes in favor of proposals that would increase shareholders’ opportunities to express their views to boards of directors, proposals that would lower barriers to shareholder action and proposals to promote the adoption of generally accepted best practices in corporate governance. Furthermore, Invesco generally votes for shareholder proposals that are designed to protect shareholder rights if a company’s corporate governance standards indicate that such additional protections are warranted.

 

  II. Compensation and Incentives

Invesco believes properly constructed compensation plans that include equity ownership are effective in creating incentives that induce management and employees of companies to create greater shareholder wealth. Invesco generally supports equity compensation plans that promote the proper alignment of incentives with shareholders’ long-term interests, and generally votes against plans that are overly dilutive to existing shareholders, plans that contain objectionable structural features, and plans that appear likely to reduce the value of the Client’s investment.

Following are specific voting issues that illustrate how Invesco evaluates incentive plans.

 

   

Executive compensation Invesco evaluates executive compensation plans within the context of the company’s performance under the executives’ tenure. Invesco believes independent compensation committees are best positioned to craft executive-compensation plans that are suitable for their company-specific circumstances. Invesco views the election of independent compensation committee members as the appropriate mechanism for shareholders to express their approval or disapproval of a company’s compensation practices. Therefore, Invesco generally does not support shareholder proposals to limit or eliminate certain forms of executive compensation. In the interest of reinforcing the notion of a compensation committee’s accountability to shareholders, Invesco generally supports proposals requesting that companies subject each year’s compensation record to an advisory shareholder vote, or so-called “say on pay” proposals.

 

   

Equity-based compensation plans Invesco generally votes against plans that contain structural features that would impair the alignment of incentives between shareholders and management. Such features include the ability to reprice or reload options without shareholder approval, the ability to issue options below the stock’s current market price, or the ability automatically to replenish shares without shareholder approval.

 

   

Employee stock-purchase plans Invesco generally supports employee stock-purchase plans that are reasonably designed to provide proper incentives to a broad base of employees, provided that the price at which employees may acquire stock is at most a 15 percent discount from the market price.

 

   

Severance agreements Invesco generally votes in favor of proposals requiring advisory shareholder ratification of executives’ severance agreements. However, Invesco generally opposes proposals requiring such agreements to be ratified by shareholders in advance of their adoption. Given the vast differences that may occur in these agreements, some severance agreements are evaluated on an individual basis.

 

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III. Capitalization

Examples of management proposals related to a company’s capital structure include authorizing or issuing additional equity capital, repurchasing outstanding stock, or enacting a stock split or reverse stock split. On requests for additional capital stock, Invesco analyzes the company’s stated reasons for the request. Except where the request could adversely affect the Client’s ownership stake or voting rights, Invesco generally supports a board’s decisions on its needs for additional capital stock. Some capitalization proposals require a case-by-case analysis. Examples of such proposals include authorizing common or preferred stock with special voting rights, or issuing additional stock in connection with an acquisition.

 

IV. Mergers, Acquisitions and Other Corporate Actions

Issuers occasionally require shareholder approval to engage in certain corporate actions such as mergers, acquisitions, name changes, dissolutions, reorganizations, divestitures and reincorporations and the votes for these types of corporate actions are generally determined on a case-by-case basis.

 

V. Anti-Takeover Measures

Practices designed to protect a company from unsolicited bids can adversely affect shareholder value and voting rights, and they potentially create conflicts of interests among directors, management and shareholders. Except under special issuer-specific circumstances, Invesco generally votes to reduce or eliminate such measures. These measures include adopting or renewing “poison pills”, requiring supermajority voting on certain corporate actions, classifying the election of directors instead of electing each director to an annual term, or creating separate classes of common or preferred stock with special voting rights. Invesco generally votes against management proposals to impose these types of measures, and generally votes for shareholder proposals designed to reduce such measures. Invesco generally supports shareholder proposals directing companies to subject their anti-takeover provisions to a shareholder vote.

 

VI. Environmental, Social and Corporate Responsibility Issues

Invesco believes that a company’s response to environmental, social and corporate responsibility issues and the risks attendant to them can have a significant effect on its long-term shareholder value. Invesco recognizes that to manage a corporation effectively, directors and management must consider not only the interest of shareholders, but also the interests of employees, customers, suppliers and creditors, among others. While Invesco generally affords management discretion with respect to the operation of a company’s business, Invesco will evaluate such proposals on a case-by-case basis and will vote proposals relating to these issues in a manner intended to maximize long-term shareholder value.

 

VII. Routine Business Matters

Routine business matters rarely have the potential to have a material effect on the economic prospects of Clients’ holdings, so Invesco generally supports a board’s discretion on these items. However, Invesco generally votes against proposals where there is insufficient information to make a decision about the nature of the proposal. Similarly, Invesco generally votes against proposals to conduct other unidentified business at shareholder meetings.

 

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D.

EXCEPTIONS

 

 

Client Maintains Right to Vote Proxies

In the case of institutional or sub-advised Clients, Invesco will vote the proxies in accordance with these Guidelines unless the Client retains, in writing, the right to vote or the named fiduciary of a Client (e.g., the plan sponsor of an ERISA Client) retains in writing the right to direct the plan trustee or a third party to vote proxies.

Voting for Certain Investment Strategies

For proxies held by certain Client accounts managed in accordance with fixed income, money market and index strategies, Invesco will typically vote in line with the majority of the rest of the shares voted by Invesco outside of those strategies (“Majority Voting”). In this manner Invesco seeks to leverage the expertise and comprehensive proxy voting reviews conducted by teams employing active equity strategies, which typically incorporate analysis of proxy issues as a core component of the investment process. Portfolio managers for accounts employing Majority Voting still retain full discretion to override Majority Voting and to vote the shares as they determine to be in the best interest of Clients, absent certain types of conflicts of interest, which are discussed elsewhere in these policies and procedures.

Proxy Constraints

In certain circumstances, Invesco may refrain from voting where the economic or other opportunity cost of voting a company’s proxy exceeds any anticipated benefits of that proxy proposal. In addition, there may be instances in which Invesco is unable to vote all of its Clients’ proxies despite using commercially reasonable efforts to do so. Particular examples of such instances include, but are not limited to, the following:

 

   

When securities are participating in an Invesco securities lending program, Invesco determines whether to terminate the loan by weighing the benefit to the Client of voting a particular proxy versus the revenue lost by terminating the loan and recalling the securities.

 

   

In some countries the exercise of voting rights requires the Client to submit to “share-blocking.” Invesco generally refrains from voting proxies in share-blocking countries unless the portfolio manager determines that the benefit to the Client(s) of voting a specific proxy outweighs the Client’s temporary inability to sell the security.

 

   

An inability to receive proxy materials from our Clients’ custodians with sufficient time and information to make an informed voting decision.

 

   

Some non-U.S. companies require a representative to attend meetings in person in order to vote a proxy. In such cases, Invesco may determine that the costs of sending a representative or signing a power-of-attorney outweigh the benefit of voting a particular proxy.

In the great majority of instances Invesco is able to vote U.S. and non-U.S. proxies successfully. It is important to note that Invesco makes voting decisions for non-U.S. issuers using these Guidelines as its framework, but also takes into account the corporate

 

October 2014

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governance standards, regulatory environment and generally reasonable and governance-minded practices of the local market.

 

E.

Resolving potential conflicts of interest

 

 

Firm Level Conflicts of Interest

A potential conflict of interest arises when Invesco votes a proxy for an issuer with which it also maintains a material business relationship. Examples could include issuers that are distributors of Invesco’s products, or issuers that employ Invesco to manage portions of their retirement plans or treasury accounts.

Invesco generally resolves such potential conflicts in one of the following ways: (1) if the proposal that gives rise to the potential conflict is specifically addressed by the Guidelines, Invesco may vote the proxy in accordance with the predetermined Guidelines; (2) Invesco may engage an independent third party to determine how the proxy should be voted; or (3) Invesco may establish an ethical wall or other informational barrier between the persons involved in the potential conflict and the persons making the proxy-voting decision in order to insulate the potential conflict from the decision makers.

Because the Guidelines are pre-determined and crafted to be in the best economic interest of Clients, applying the Guidelines to vote Client proxies should, in most instances, adequately resolve any potential conflict of interest. As an additional safeguard against potential conflicts, persons from Invesco’s marketing, distribution and other customer-facing functions are not members of IUPAC.

Voting of Proxies Related to Invesco Ltd. In order to avoid any appearance of a conflict of interest, Invesco will not vote proxies issued by, or related to matters involving, Invesco Ltd. that may be held by Clients from time to time.

Personal Conflicts of Interest If any member of IUPAC has a personal conflict of interest with respect to a company or an issue presented for voting, that IUPAC member will inform IUPAC of such conflict and will abstain from voting on that company or issue. All IUPAC members shall sign an annual conflicts of interest memorandum.

Funds of Funds Some Invesco Funds offering diversified asset allocation within one investment vehicle own shares in other Invesco Funds. A potential conflict of interest could arise if an underlying Invesco Fund has a shareholder meeting with any proxy issues to be voted on, because Invesco’s asset-allocation funds or target-maturity funds may be large shareholders of the underlying fund. In order to avoid any potential for a conflict, the asset-allocation funds and target maturity funds vote their shares in the same proportion as the votes of the external shareholders of the underlying fund.

F. RECORDKEEPING

 

 

The Investments Administration team will be responsible for all Proxy Voting record keeping.

 

G.

Policies and Vote Disclosure

 

 

 

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A copy of these Guidelines and the voting record of each Invesco Retail Fund are available on Invesco’s web site, www.invesco.com. In accordance with Securities and Exchange Commission regulations, all Invesco Funds file a record of all proxy-voting activity for the prior 12 months ending June 30th. That filing is made on or before August 31st of each year. In the case of institutional and sub-advised Clients, Clients may obtain information about how Invesco voted proxies on their behalf by contacting their client services representative.

 

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

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

 

    Thomas Ewald, Portfolio Manager, who has been responsible for the Trust since 2010 and has been associated with Invesco Senior Secured and/or its affiliates since 2000.

 

    Scott Baskind, Portfolio Manager, who has been responsible for the Fund since 2013 and has been associated with Invesco Senior Secured and/or its affiliates since 1999.

 

    Philip Yarrow, Portfolio Manager, who has been responsible for the Trust since 2007 and has been associated with Invesco Senior Secured and/or its affiliates since 2010. From 2005 to 2010 and prior to joining Invesco Senior Secured, Mr. Yarrow was an Executive Director with Morgan Stanley.

Portfolio Manager Fund Holdings and Information on Other Managed Accounts

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

Investments

The following information is as of February 28, 2015 (unless otherwise noted):

 

Portfolio Manager

   Dollar Range of
Investments in
each Fund1
   Dollar Range of Investments
in Invesco pooled investment
vehicles2
   Dollar Range of all Investments
in Funds and Invesco pooled
investment vehicles3

Invesco Senior Income Trust

Thomas Ewald

   None    N/A    Over $1,000,000

Scott Baskind

   None    N/A    $500,001-$1,000,000

Philip Yarrow

   None    N/A    $100,001-$500,000

 

1 This column reflects investments in a Fund’s shares beneficially owned by a portfolio manager (as determined in accordance with Rule 16a-1(a) (2) under the Securities Exchange Act of 1934, as amended). Beneficial ownership includes ownership by a portfolio manager’s immediate family members sharing the same household.
2 This column reflects portfolio managers’ investments made either directly or through a deferred compensation or a similar plan in Invesco pooled investment vehicles with the same or similar objectives and strategies as the Fund as of the most recent fiscal year end of the Fund.
3 This column reflects the combined holdings from both the “Dollar Range of Investments in Invesco pooled investment vehicles” and the “Dollar Range of Investments in each Fund” columns.


Assets Managed

The following information is as of February 28, 2015 (unless otherwise noted):

 

Portfolio Manager

   Other Registered
Investment Companies
Managed
     Other Pooled
Investment Vehicles
Managed
     Other
Accounts
Managed
 
   Number
of
Accounts
   Assets
(in millions)
     Number
of
Accounts
   Assets
(in millions)
     Number
of
Accounts
   Assets
(in millions)
 

Invesco Senior Income Fund

 

Thomas Ewald

   4    $ 2,478.8       6    $ 6,031.8       33    $ 9,766.1   

Scott Baskind

   4    $ 9,623.1       6    $ 6,031.8       33    $ 9,766.1   

Philip Yarrow

   3    $ 3,902.6       6    $ 6,031.8       33    $ 9,766.1   

Potential Conflicts of Interest

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

 

    The management of multiple Funds and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each Fund and/or other account. The Adviser and each Sub-Adviser seek to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment models that are used in connection with the management of the Funds.

 

    If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one Fund or other account, a Fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible Funds and other accounts. To deal with these situations, the Adviser, each Sub-Adviser and the Funds have adopted procedures for allocating portfolio transactions across multiple accounts.

 

    The Adviser and each Sub-Adviser determine which broker to use to execute each order for securities transactions for the Funds, consistent with its duty to seek best execution of the transaction. However, for certain other accounts (such as mutual funds for which Invesco or an affiliate acts as sub-adviser, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals), the Adviser and each Sub-Adviser may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, trades for a Fund in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of the Fund or other account(s) involved.

 

    Finally, the appearance of a conflict of interest may arise where the Adviser or Sub-Adviser has an incentive, such as a performance-based management fee, which relates to the management of one Fund or account but not all Funds and accounts for which a portfolio manager has day-to-day management responsibilities.


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

Description of Compensation Structure

For the Adviser and each affiliated Sub-Adviser

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

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

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

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

Table 1

 

Sub-Adviser

  

Performance time period4

Invesco5

Invesco Deutschland

Invesco Hong Kong5

Invesco Asset Management.

   One-, Three- and Five-year performance against Fund peer group.

Invesco- Invesco Real Estate5,6

Invesco Senior Secured5,7

   Not applicable

Invesco Canada5

   One-year performance against Fund peer group.

 

4  Rolling time periods based on calendar year-end.
5  Portfolio Managers may be granted an annual deferral award that vests on a pro-rata basis over a four year period and final payments are based on the performance of eligible Funds selected by the portfolio manager at the time the award is granted.
6  Portfolio Managers for Invesco Global Real Estate Fund, Invesco Real Estate Fund, Invesco Global Real Estate Income Fund and Invesco V.I. Global Real Estate Fund base their bonus on new operating profits of the U.S. Real Estate Division of Invesco.
7  Invesco Senior Secured’s bonus is based on annual measures of equity return and standard tests of collateralization performance.


Three- and Five-year performance against entire universe of Canadian funds.

Invesco Japan8

One-, Three- and Five-year performance

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

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

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

 

8  Portfolio Managers for Invesco Pacific Growth Fund’s compensation is based on the one-, three- and five-year performance against the appropriate Micropol benchmark.


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

Not applicable.

 

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

None

 

ITEM 11. CONTROLS AND PROCEDURES.

 

(a) As of February 12, 2015, an evaluation was performed under the supervision and with the participation of the officers of the Registrant, including the PEO and PFO, to assess the effectiveness of the Registrant’s disclosure controls and procedures, as that term is defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”), as amended. Based on that evaluation, the Registrant’s officers, including the PEO and PFO, concluded that, as of February 12, 2015, the Registrant’s disclosure controls and procedures were reasonably designed to ensure: (1) that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission; and (2) that material information relating to the Registrant is made known to the PEO and PFO as appropriate to allow timely decisions regarding required disclosure.
(b) There have been no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

ITEM 12. EXHIBITS.

 

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


SIGNATURES

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

Registrant: Invesco Senior Income Trust

 

By:

/s/ Philip A. Taylor

Philip A. Taylor
Principal Executive Officer
Date: May 8, 2015

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

 

By:

/s/ Philip A. Taylor

Philip A. Taylor
Principal Executive Officer
Date: May 8, 2015

 

By:

/s/ Sheri Morris

Sheri Morris
Principal Financial Officer
Date: May 8, 2015


EXHIBIT INDEX

 

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