N-CSR

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 811-06362

Invesco Municipal Trust

(Exact name of registrant as specified in charter)

1555 Peachtree Street, N.E., Suite 1800 Atlanta, Georgia 30309

(Address of principal executive offices) (Zip code)

Sheri Morris 1555 Peachtree Street, N.E., Suite 1800 Atlanta, Georgia 30309

(Name and address of agent for service)

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

Date of fiscal year end: 2/28

Date of reporting period: 2/28/19

Item 1. Report to Stockholders.

	Annual Report to Shareholders                                      February 28, 2019
	Invesco Municipal Trust
	NYSE: VKQ

Letters to Shareholders

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.     Philip Taylor, whose messages to shareholders have appeared here for many years, transitioned to a senior advisory role on March 1, prior to his retirement from the firm at the end of the year, and I assumed his role as Head of the Americas and Senior Managing Director, Invesco Ltd. All of us at Invesco are indebted to Phil for his many years of dedicated service to the company and to its funds’ shareholders. I’m excited about this new opportunity, and I look forward to communicating with fund shareholders going forward.

The reporting period proved to be an increasingly volatile time for markets. Amid corporate tax cuts and improving global growth, several US equity indexes redefined highs during the first half of the reporting period. The ebullience, however, ended in October as global equities, in particular US stocks, sold off sharply and continued this downward spiral for the rest of 2018. The catalyst for the sell-off was a combination of ongoing trade conflicts between the US and China, fears of a global economic slowdown and rising US interest rates. Gains posted earlier in the year for global equities were erased, while US Treasury bonds, along with government and municipal bonds, rallied. The reporting period ended on a positive note, however, as global equities bounced back strongly at the outset of 2019, mitigating some of the losses from the sell-off in late 2018. Given the strong economy during the reporting period, the US Federal Reserve (the Fed) raised the federal funds rate four times. At its December 2018 meeting, however, the Fed delivered a more “dovish hike” by simultaneously raising rates while reducing guidance for 2019 rate increases. At its first meeting in 2019, the Fed left rates unchanged. As 2019 unfolds, we’ll see how the interplay of interest rates, economic data, geopolitics and a host of other factors affect US and over-seas equity and fixed income markets.

    Investor uncertainty and market volatility, such as we witnessed during the reporting period, are unfortunate facts of life when it comes to investing. That’s why Invesco encourages 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. 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.

Visit our website for more information on your investments

Our website, invesco.com/us, offers a wide range of market insights and investment perspectives. On the website, you’ll find detailed information about your Trust’s performance and portfolio holdings. 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 and the economy 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.

    Finally, I’m pleased to share with you Invesco’s commitment to both the Principles for Responsible Investment and to considering environmental, social and governance issues in our robust investment process. I invite you to learn more at invesco.com/esg.

Have questions?

For questions about your account, contact an Invesco client services representative at 800 341 2929.

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

Sincerely,

Andrew Schlossberg

Head of the Americas,

Senior Managing Director, Invesco Ltd.

2                         Invesco Municipal Trust

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: ∎  Monitoring how the portfolio management teams of the Invesco funds are performing in light of changing economic and market conditions. ∎  Assessing each portfolio management team’s investment performance within the context of the fund’s investment strategy.

∎ 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. (a subsidiary of Broadridge Financial Solutions, 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,

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

3                         Invesco Municipal Trust

Management’s Discussion of Trust Performance

Performance summary
For the fiscal year ended February 28, 2019, Invesco Municipal Trust (the Trust), at net asset value (NAV), underperformed its style-specific benchmark, the S&P Municipal Bond 5+ Year Investment Grade Index. The Trust’s return can be calculated based on either the market price or the NAV of its shares. NAV per share is determined by dividing the value of the Trust’s portfolio securities, cash and other assets, less all liabilities and preferred shares, by the total number of common shares outstanding. Market price reflects the supply and demand for Trust shares. As a result, the two returns can differ, as they did during the fiscal year.
Performance
Total returns, 2/28/18 to 2/28/19
Trust at NAV	3.83%
Trust at Market Value	6.39
S&P Municipal Bond Indexq (Broad Market Index)	4.03
S&P Municipal Bond 5+ Year Investment Grade Indexq (Style-Specific Index)	4.49
Lipper Closed-End General and Insured Municipal Leveraged Debt Funds Index⬛ (Peer Group Index)	4.11
Market Price Discount to NAV as of 2/28/19	-7.83
Source(s): qRIMES Technologies Corp.; ⬛Lipper 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 investors with a high level of current income exempt from federal income tax, consistent with preservation of capital.

    We seek to achieve the Trust’s investment objective by investing primarily in municipal securities that are rated investment grade at the time of investment. Municipal securities include municipal bonds, municipal notes, municipal commercial paper and lease obligations. The Trust may also invest up to 20% of its net assets in non-investment grade and unrated securities that we determine to

be of comparable quality at the time of investment. From time to time, we may invest in municipal securities that pay interest subject to the federal alternative minimum tax.

    We employ a bottom-up, research-driven approach to identify securities that have attractive risk-reward characteristics for the sectors in which we invest. We also integrate macroeconomic analysis and forecasting into our evaluation and ranking of various sectors and individual securities. Finally, we employ leverage in an effort to enhance the Trust’s income and total return.

    Sell decisions generally are based on:

∎ A deterioration or likely deterioration of an individual issuer’s capacity to meet its debt obligations on a timely basis.

∎ A deterioration or likely deterioration of the broader fundamentals of a particular industry or sector.

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

Market conditions and your Trust

The broad municipal bond market experienced positive returns for the fifth consecutive year in 2018. During the fiscal year, investment grade municipals returned 4.13% and high yield municipals returned 6.96%.¹ This strong performance included investment grade municipals returning 1.30% and high yield municipals returning 1.22% for the first two months of 2019.¹

    The first half of the fiscal year began with supportive technical conditions (supply and demand balances) in place as new issuance of municipal bonds totaled $187 billion – down 8% from the same time period in 2017.² However, fund flows into the municipal bond market remained positive, totaling $6.5 billion from March through August 2018.³ The high yield municipal bond market outperformed the investment grade bond segment, led by strong performance of tobacco bonds and improved price discovery on Puerto Rico bonds as a result of developments in the commonwealth’s debt restructuring.

    Municipal bonds withstood headwinds from interest rate movements that had the 10-year US Treasury yield breaching 3.00% in April 2018.⁴ During the fiscal year, the US Federal Reserve (the Fed) raised the federal funds rate four times: in March, June, September and December 2018.⁵ This series of anticipated rate hikes reflected increased confidence in the US economy amid low unemployment, relatively stable inflation and over-

Portfolio Composition
By credit sector, based on total investments
Revenue Bonds	79.0%
Pre-Refunded Bonds	13.8
General Obligation Bonds	6.6
Other	0.6

Top Five Debt Holdings
1.	New Jersey (State of) Economic Development Authority; Series 1992	4.2%
2.	Chicago (City of)	2.9
3.	New York Transportation Finance Authority	2.5
4.	Illinois (State of) Toll Highway Authority	2.3
5.	North Texas Tollway Authority; Series 2015 B	2.1

Total Net Assets	$	713.4 million
Applicable to Common Shares
Total Number of Holdings		661

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

4                             Invesco Municipal Trust

all robust economic growth. This expansionary monetary policy significantly flattened the US Treasury yield curve with a slight inversion on the short end occurring in December 2018.

    In September 2018, market conditions weakened in stark contrast to the first half of the fiscal year, and thus, exposed the municipal bond market to more sensitivity relating to the month’s sell-off in US Treasuries. Both investment grade municipals and high yield municipals posted negative returns for the months of September and October 2018. The municipal yield curve continued to steepen, showing confidence in strong gross domestic product growth, as well as rising concern that an impending trade war between the US and China could increase inflation pressures.

    As anticipated, US midterm election results had a positive impact on municipal securities as perceived threats to municipal tax exemptions, further tax reform and changes to the Affordable Care Act were greatly reduced. News of a possible ban on flavored e-cigarettes and menthol cigarettes made headlines, which caused a short-lived decline in valuations for Tobacco Master Settlement Agreement (Tobacco MSA) bonds, primarily below investment grade securities. Meanwhile, year-end demand for yield and coupon payments caused the municipal bond asset class to end 2018 on a strong note.

    The Fed’s dovish stance to begin calendar year 2019 took the market by surprise, leading economists to change their predictions from two interest rate increases in 2019, to just one. Additionally, the US government shutdown, which lasted a total of 35 days, along with ongoing US-China trade negotiations and Brexit developments, created a challenging market environment. Despite these challenges, the municipal market performed positively as technical conditions continued to provide tailwinds, driven particularly by the insatiable demand for maturities (10 years and shorter) from US retail separately managed accounts (SMAs).

    Flows into the municipal bond asset class were positive for six of the 12 months covered by the fiscal year. With slowing economic growth and the Fed’s interest rate policy detour, investor demand for municipal securities spiked, bringing record net inflows of more than $18.9 billion for the first two months of 2019.³

    At the close of the fiscal year, we believed municipal fundamentals remained strong and ramifications of the Tax Cuts and Jobs Act of 2017 had not yet been fully realized. As a result, we believe demand for tax-exempt investments

from retail investors could continue as taxes become front of mind.

    During the fiscal year, security selection in non-investment grade rated bonds contributed to the Trust’s performance versus its style-specific benchmark. On a sector level, security selection in the dedicated tax sector benefited the Trust’s relative performance. On a state level, security selection in Michigan domiciled issues was slightly beneficial to the Trust’s relative performance.

    Over the fiscal year, security selection in and overweight exposure to pre-refunded bonds detracted from the Trust’s performance relative to its style-specific benchmark. Security selection in investment grade bonds also had a negative effect on relative performance. On a state level, holdings in Texas and California bonds also detracted from the Trust’s relative performance.

    One important factor affecting the Trust’s performance relative to its style-specific benchmark was the use of leverage. The Trust uses leverage because we believe that, over time, leveraging can provide opportunities for additional income and total return for common shareholders. However, the use of leverage also can expose common shareholders to additional volatility. For example, if the prices of securities held by a trust decline, the negative effect of these valuation changes on common-share NAV and total return is magnified by the use of leverage. Conversely, leverage may enhance common-share returns during periods when the prices of securities held by a trust generally are rising.

    Over the fiscal year, leverage contributed to the Trust’s performance relative to its style-specific benchmark. The Trust achieved a leveraged position through the use of inverse floating rate securities and variable rate muni term preferred (VMTP) shares. Inverse floating rate securities or tender option bonds (TOBs) are instruments that have an inverse relationship to a referenced interest rate. VMTPs are a variable rate form of preferred stock with a mandatory redemption date. Inverse floating rate securities and VMTPs can be an efficient way to manage duration, yield curve exposure and credit exposure, potentially enhancing yield. At the close of the fiscal year, leverage accounted for 39% of the Trust’s total assets and it contributed to returns. For more information about the Trust’s use of leverage, see the Notes to Financial Statements later in this report.

    We wish to remind you that the Trust is subject to interest rate risk, meaning when interest rates rise, the value of

fixed income securities tends to fall. The degree to which the value of fixed income securities may decline due to rising interest rates may vary depending on the speed and magnitude of the increase in interest rates, as well as individual security characteristics, such as price, maturity, duration and coupon and market forces, such as supply and demand for similar securities. We are monitoring interest rates, and the market, economic and geopolitical factors that may impact the direction, speed and magnitude of changes to interest rates across the maturity spectrum, including the potential impact of monetary policy changes by the Fed and certain foreign central banks. If interest rates rise faster than expected, markets may experience increased volatility, which may affect the value and/or liquidity of certain of the Trust’s investments and/or the market price of the Trust’s common shares.

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

1  Source: FactSet Research Systems Inc.

2  Source: The Bond Buyer

3  Source: Strategic Insight

4  Source: US Department of the Treasury

5  Source: US Federal Reserve

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

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

	Mark Paris Portfolio Manager and Chief Investment Officer and Head of Municipal Strategies for Invesco Fixed Income, is manager of
Invesco Municipal Trust. He joined Invesco in 2010. Mr. Paris was associated with the Trust’s previous investment adviser or its investment advisory affiliates in an investment management capacity from 2002 to 2010 and began managing the Trust in 2015. He earned a BBA in finance from Baruch College – The City University of New York.

5                         Invesco Municipal Trust

	John (Jack) Connelly Portfolio Manager, is manager of Invesco Municipal Trust. He joined Invesco in 2016 and began managing the Trust in 2016.
Mr. Connelly was employed at Raymond James & Associates in an investment management capacity from 1994 to 2015. Prior to 2012, he served as director of the municipal high yield trading group. He earned a BA in philosophy from Wheaton College and masters degrees from the University of Rhode Island and Yale University.

	Tim O’Reilly Portfolio Manager, is manager of Invesco Municipal Trust. He joined Invesco in 2010. Mr. O’Reilly was associated
with the Trust’s previous investment adviser or its investment advisory affiliates in an investment management capacity from 2001 to 2010 and began managing the Trust in 2016. Mr. O’Reilly earned a BS in finance from Eastern Illinois University and an MBA in finance from the University of Illinois at Chicago.

	James Phillips Portfolio Manager, is manager of Invesco Municipal Trust. He joined Invesco in 2010. Mr. Phillips was associated with the
Trust’s previous investment adviser or its investment advisory affiliates in an investment management capacity from 1991 to 2010 and began managing the Trust in 2015. He earned a BA in American literature from Empire State College, the independent study division of the State University of New York, and an MBA in finance from the University at Albany, State University of New York.

	John Schorle Portfolio Manager, is manager of Invesco Municipal Trust. He joined Invesco in 2010 and began managing the Trust in 2018.
Mr. Schorle was associated with the Trust’s previous investment adviser from 1998 to 2010. Mr. Schorle earned a BA degree in economics from DePaul University. He is also a Certified Public Accountant.

	Julius Williams Portfolio Manager, is manager of Invesco Municipal Trust. He joined Invesco in 2010. Mr. Williams was associated
with the Trust’s previous investment adviser or its investment advisory affiliates in an investment management capacity from 2000 to 2010 and began managing the Trust in 2015. He earned a BA in economics and sociology and a Master of Education degree in educational psychology from the University of Virginia.

6                         Invesco Municipal Trust

Supplemental Information

Invesco Municipal Trust’s investment objective is to provide common shareholders with a high level of current income exempt from federal income tax, consistent with preservation of capital.

∎ Unless otherwise stated, information presented in this report is as of February 28, 2019, and is based on total net assets applicable to common shares.

∎ Unless otherwise noted, all data provided by Invesco.

∎ To access your Trust’s reports, visit invesco.com/fundreports.

About indexes used in this report

∎ The S&P Municipal Bond Index is a broad, market value-weighted index that seeks to measure the performance of the US municipal bond market.

∎ The S&P Municipal Bond 5+ Year Investment Grade Index seeks to measure the performance of investment grade US municipal bonds with maturities equal to or greater than five years.

∎ The Lipper Closed-End General and Insured Municipal Leveraged Debt Funds Index is an unmanaged index considered representative of closed-end general and insured leveraged municipal debt funds tracked by Lipper.

∎ The Trust is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Trust may deviate significantly from the performance of the index(es).

∎ A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.

Other information

∎ CPA^® and Certified Public Accountant^® are trademarks owned by the American Institute of Certified Public Accountants.

∎ 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

7                         Invesco Municipal Trust

Dividend Reinvestment Plan

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

Plan benefits

∎ Add to your account:

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

∎ Low transaction costs:

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

∎ Convenience:

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

∎ Safekeeping:

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

Who can participate in the Plan

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

How to enroll

If you haven’t participated in the Plan in the past or chose to opt out, you are still eligible to participate. Enroll by visiting invesco.com/closed-end, by calling toll-free 800 341 2929 or by notifying us in writing at Invesco Closed-End Funds,

Computershare Trust Company, N.A., P.O. Box 505000, Louisville, KY 40233-5000. If you are writing to us, please include the Trust name and account number and ensure that all shareholders listed on the account sign these written instructions. Your participation in the Plan will begin with the next Distribution payable after the Agent receives your authorization, as long as they receive it before the “record date,” which is generally 10 business days before the Distribution is paid. If your authorization arrives after such record date, your participation in the Plan will begin with the following Distribution.

How the Plan works

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

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

2. Discount: If the Trust is trading at a discount – a market price that is lower than its NAV – you’ll pay the market price for your reinvested shares.

Costs of the Plan

There is no direct charge to you for reinvesting Distributions because the Plan’s fees are paid by the Trust. If the Trust is trading at or above its NAV, your new shares are issued directly by the Trust and there are no brokerage

charges or fees. However, if the Trust is trading at a discount, the shares are purchased on the open market, and you will pay your portion of any per share fees. These per share fees are typically less than the standard brokerage charges for individual transactions because shares are purchased for all participants in blocks, resulting in lower fees for each individual participant. Any service or per share fees are added to the purchase price. Per share fees include any applicable brokerage commissions the Agent is required to pay.

Tax implications

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

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

How to withdraw from the Plan

You may withdraw from the Plan at any time by calling 800 341 2929, by visiting invesco.com/closed-end or by writing to Invesco Closed-End Funds, Computershare Trust Company, N.A., P.O. Box 505000, Louisville, KY 40233-5000. 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/closed-end.

8                         Invesco Municipal Trust

Schedule of Investments

February 28, 2019

	Interest Rate		Maturity Date		Principal Amount (000)		Value
Municipal Obligations-162.85%(a)
Alabama-2.56%
Alabama (State of) Special Care Facilities Financing Authority (Ascension Health Senior Credit Group); Series 2016 B, Ref. RB		5.00%		11/15/2046	$	4,770	$	5,264,076
Alabaster (City of) Board of Education;  Series 2014 A, Limited Special Tax GO Wts. (INS - AGM)(b)		5.00%		09/01/2039		1,245		1,388,499
Series 2014 A, Limited Special Tax GO Wts. (INS - AGM)(b)		5.00%		09/01/2044		1,245		1,383,270
Birmingham (City of) Airport Authority; Series 2010, RB (INS - AGM)(b)		5.25%		07/01/2030		1,650		1,712,122
Birmingham (City of) Special Care Facilities Financing Authority (Methodist Home for the Aging); Series 2016, RB		5.75%		06/01/2045		735		787,435
Birmingham (City of) Water Works Board; Series 2016 B, Ref. Sub. Water RB		5.00%		01/01/2043		1,235		1,381,088
Huntsville (City of) Special Care Facilities Financing Authority (Redstone Village);  Series 2007, Retirement Facility RB (c)		5.50%		01/01/2043		1,725		1,222,663
Lower Alabama Gas District (The); Series 2016 A, Gas Project RB (d)		5.00%		09/01/2046		2,700		3,160,809
Selma (City of) Industrial Development Board; Series 2009 A, Gulf Opportunity Zone RB		6.25%		11/01/2033		1,950		1,999,959
								18,299,921
Alaska-0.48%
Alaska (State of) Industrial Development & Export Authority (Providence Health Services); Series 2011 A, RB (d)		5.50%		10/01/2041		3,160		3,399,117
Arizona-3.09%
Arizona (State of) Health Facilities Authority (Scottsdale Lincoln Hospital);  Series 2014, Ref. RB		5.00%		12/01/2042		2,160		2,343,341
Arizona (State of) Industrial Development Authority (Leman Academy of Excellence);  Series 2017 A, Ref. Education RB (e)		5.25%		07/01/2047		1,160		1,164,721
Arizona (State of) Transportation Board; Series 2011 A, Ref. Sub. Highway RB (d)(f)(g)		5.25%		07/01/2021		2,500		2,704,400
Glendale (City of) Industrial Development Authority (Midwestern University);  Series 2010, RB		5.00%		05/15/2035		500		516,600
Series 2010, RB		5.13%		05/15/2040		1,100		1,136,806
Glendale (City of) Industrial Development Authority (The Beatitudes Campus);  Series 2017, Ref. RB		5.00%		11/15/2029		1,105		1,143,520
Series 2017, Ref. RB		5.00%		11/15/2045		890		884,740
Maricopa County Pollution Control Corp. (Southern California Education Co.);  Series 2000 B, Ref. RB		5.00%		06/01/2035		1,170		1,192,511
Phoenix (City of) Industrial Development Authority (Career Success Schools);  Series 2009, Education RB		7.00%		01/01/2039		640		644,800
Series 2009, Education RB		7.13%		01/01/2045		610		614,935
Phoenix (City of) Industrial Development Authority (Legacy Traditional Schools); Series 2014 A, Education Facility RB (e)		6.50%		07/01/2034		500		545,855
Phoenix (City of) Industrial Development Authority (Rowan University); Series 2012, Lease RB		5.00%		06/01/2042		2,170		2,317,039
Phoenix Civic Improvement Corp.;  Series 2017 A, Sr. Lien Airport RB (h)		5.00%		07/01/2042		1,550		1,728,514
Series 2017 A, Sr. Lien Airport RB (h)		5.00%		07/01/2047		2,475		2,745,814
Pima (County of) Industrial Development Authority (Grande Innovations Academy); Series 2018, Education Facility RB (e)		5.25%		07/01/2048		1,190		1,129,429
Yuma (City of) Industrial Development Authority (Regional Medical Center); Series 2014 A, Hospital RB		5.25%		08/01/2032		1,060		1,203,471
								22,016,496
California-12.50%
Anaheim (City of) Public Financing Authority (Anaheim Public Improvements);  Series 1997 C, Sub. Lease CAB RB (INS-AGM)(b)(i)		0.00%		09/01/2020		4,000		3,894,680

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

9                         Invesco Municipal Trust

	Interest Rate		Maturity Date		Principal Amount (000)		Value
California-(continued)
Bay Area Toll Authority (San Francisco Bay Area); Series 2009 F-1, Toll Bridge RB (d)(f)(g)		5.00%		04/01/2019	$	2,500	$	2,506,900
Series 2009 F-1, Toll Bridge RB (d)(f)(g)		5.13%		04/01/2019		4,000		4,011,400
Series 2017 F-1, Toll Bridge RB (d)(f)		5.00%		04/01/2056		2,490		2,778,940
Beverly Hills Unified School District (Election of 2008); Series 2009, Unlimited Tax CAB GO Bonds (i)		0.00%		08/01/2028		800		631,144
California (County of) Tobacco Securitization Agency (Alameda County Tobacco Asset Securitization Corp.); Series 2006 C, Tobacco Settlement Sub. CAB RB (i)		0.00%		06/01/2055		11,000		511,170
California (State of); Series 2009 A, Ref. Economic Recovery Unlimited Tax GO Bonds (f)(g)		5.25%		07/01/2019		1,900		1,924,035
Series 2009, Various Purpose Unlimited Tax GO Bonds		5.75%		04/01/2031		1,150		1,153,531
Series 2012, Ref. Unlimited Tax GO Bonds		5.00%		02/01/2032		2,100		2,274,489
Series 2012, Various Purpose Unlimited Tax GO Bonds		5.25%		04/01/2035		2,880		3,146,544
Series 2012, Various Purpose Unlimited Tax GO Bonds		5.00%		04/01/2042		1,900		2,049,986
Series 2013, Ref. Various Purpose Unlimited Tax GO Bonds		5.25%		09/01/2030		1,500		1,709,700
California (State of) Health Facilities Financing Authority (Catholic Healthcare West); Series 2009 A, RB (f)(g)		6.00%		07/01/2019		1,000		1,014,740
California (State of) Health Facilities Financing Authority (Sutter Health); Series 2011 B, RB (f)(g)		5.50%		08/15/2020		1,000		1,058,230
California (State of) Municipal Finance Authority (CHF-Davis I, LLC - West Village Student Housing Project); Series 2018, Student Housing RB		5.00%		05/15/2035		1,255		1,414,435
California (State of) Municipal Finance Authority (Linxs APM);  Series 2018 A, Sr. Lien RB (h)		5.00%		12/31/2038		1,490		1,671,929
Series 2018 A, Sr. Lien RB (h)		5.00%		12/31/2043		2,010		2,228,929
California (State of) Pollution Control Finance Authority;  Series 2012, Water Furnishing RB (e)(h)		5.00%		07/01/2027		1,375		1,477,602
Series 2012, Water Furnishing RB (e)(h)		5.00%		07/01/2030		1,600		1,701,520
Series 2012, Water Furnishing RB (e)(h)		5.00%		07/01/2037		3,535		3,707,826
California (State of) Pollution Control Financing Authority (Republic Services, Inc.); Series 2017 A-1, Ref. Solid Waste RB (g)(h)		2.30%		04/15/2019		680		680,088
California (State of) Statewide Communities Development Authority (Kaiser Permanente); Series 2009 A, RB		5.00%		04/01/2019		1,300		1,303,419
California (State of) Statewide Communities Development Authority (Loma Linda University Medical Center);  Series 2014, RB		5.25%		12/01/2044		855		911,644
Series 2016 A, RB (e)		5.00%		12/01/2041		1,355		1,432,208
Series 2016 A, RB (e)		5.25%		12/01/2056		1,005		1,069,039
Daly City (City of) Housing Development Finance Agency (Franciscan Mobile Home Park Acquisition); Series 2007 C, Ref. Third Tier Mobile Home Park RB		6.50%		12/15/2047		400		400,492
Foothill-Eastern Transportation Corridor Agency; Series 2015, Ref. Toll Road CAB RB (INS - AGM)(b)(i)		0.00%		01/15/2034		4,125		2,436,844
Golden State Tobacco Securitization Corp.;  Series 2013 A, Enhanced Tobacco Settlement Asset-Backed RB		5.00%		06/01/2030		2,875		3,191,796
Series 2015 A, Ref. Tobacco Settlement Asset-Backed RB		5.00%		06/01/2040		1,000		1,106,080
Series 2018 A-1, Ref. Tobacco Settlement Asset-Backed RB		5.00%		06/01/2047		970		936,360
Series 2018 A-2, Ref. Tobacco Settlement Asset-Backed RB		5.00%		06/01/2047		3,050		2,944,226
Los Angeles (City of) Department of Water & Power; Series 2012 B, Waterworks RB  (d)		5.00%		07/01/2043		3,500		3,823,155
Los Angeles (City of) Harbor Department; Series 2009 C, Ref. RB		5.00%		08/01/2031		1,000		1,013,270
Los Angeles Unified School District (Election of 2002); Series 2009 D, Unlimited Tax GO Bonds		5.00%		07/01/2022		1,200		1,213,692
Mt. San Antonio (City of) Community College District (Election 2008); Series 2013 A, Unlimited Tax Conv. CAB GO Bonds (j)		6.25%		08/01/2043		2,010		1,727,937
Oroville (City of) (Oroville Hospital); Series 2019, RB		5.25%		04/01/2049		620		675,936
Palomar Pomerado Health; Series 2009, COP (f)(g)		6.75%		11/01/2019		1,125		1,163,216
Sacramento (County of); Series 2010, Sr. Airport System RB		5.00%		07/01/2040		2,300		2,390,804
San Buenaventura (City of) (Community Memorial Health System); Series 2011, RB		7.50%		12/01/2041		2,200		2,398,946
San Diego (City of) Community College District (Election of 2006); Series 2011, Unlimited Tax GO Bonds (d)(f)(g)		5.00%		08/01/2021		4,110		4,462,186

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

10                         Invesco Municipal Trust

	Interest Rate			Maturity Date		Principal Amount (000)		Value
California-(continued)
San Francisco (City & County of) Airport Commission (San Francisco International Airport); Series 2011 F, Ref. Second Series RB (h)		5.00	%		05/01/2025	$	775	$	824,275
Series 2011 F, Ref. Second Series RB (h)		5.00	%		05/01/2026		1,550		1,647,867
Series 2019 A, Ref. Second Series RB (h)		5.00	%		05/01/2036		1,170		1,366,385
Series 2019 A, Ref. Second Series RB (h)		5.00	%		05/01/2039		2,360		2,723,369
San Francisco (City & County of) Public Utilities Commission (Water System Improvement Program); Subseries 2011 A, Water RB (d)		5.00	%		11/01/2036		3,360		3,662,534
Santa Margarita Water District (Community Facilities District No. 2013-1); Series 2013, Special Tax RB		5.50	%		09/01/2032		685		736,060
Silicon Valley Tobacco Securitization Authority (Santa Clara); Series 2007 A, Tobacco Settlement CAB Turbo RB (i)		0.00	%		06/01/2041		3,485		911,815
Vernon (City of);  Series 2009 A, Electric System RB (f)(g)		5.13	%		08/01/2019		355		360,286
Series 2009 A, Electric System RB		5.13	%		08/01/2021		770		779,479
									89,161,138
Colorado-4.98%
Colorado (State of) Board of Governors; Series 2012 A, University Enterprise System RB (d)(f)(g)		5.00	%		03/01/2022		3,850		4,230,881
Colorado (State of) Health Facilities Authority (Adventist Health System/Sunbelt Obligated Group);  Series 2018 A, Hospital RB		5.00	%		11/15/2048		1,170		1,312,763
Colorado (State of) Health Facilities Authority (The Evangelical Lutheran Good Samaritan Society);  Series 2017, Ref. Hospital RB		5.00	%		06/01/2047		585		627,249
Colorado (State of) Health Facilities Authority (Volunteers of America Care);  Series 2007 A, Health & Residential Care Facilities RB		5.25	%		07/01/2027		295		295,027
Series 2007 A, Health & Residential Care Facilities RB		5.30	%		07/01/2037		355		353,736
Colorado (State of) High Performance Transportation Enterprise (C-470 Express Lanes); Series 2017, RB		5.00	%		12/31/2047		920		988,098
Colorado (State of) Regional Transportation District (Denver Transit Partners Eagle P3);  Series 2010, Private Activity RB		6.50	%		01/15/2030		1,400		1,450,638
Series 2010, Private Activity RB		6.00	%		01/15/2034		1,100		1,131,075
Colorado (State of) Science and Technology Park Metropolitan District No. 1; Series 2018, Ref. RB		5.00	%		12/01/2033		500		510,905
Denver (City & County of);  Series 2012 B, Airport System RB		5.00	%		11/15/2037		1,850		2,013,929
Series 2018 A, Ref. Sub. Airport System RB (d)(h)		5.25	%		12/01/2048		5,260		6,037,007
Series 2018 A-2, Dedicated Tax CAB RB (i)		0.00	%		08/01/2033		1,765		1,031,978
Neu Towne Metropolitan District; Series 2018 A, Ref. & Improvement Limited Tax GO Bonds		5.38	%		12/01/2046		705		708,257
Platte River Power Authority; Series 2009 HH, RB (f)(g)		5.00	%		06/01/2019		1,000		1,008,280
Prairie Center Metropolitan District No. 3; Series 2017 A, Ref. Limited Property Tax Supported RB (e)		5.00	%		12/15/2041		965		977,960
University of Colorado; Series 2013 A, Enterprise RB (d)(f)(g)		5.00	%		06/01/2023		11,310		12,820,903
									35,498,686
Connecticut-0.58%
Connecticut (State of) (Bradley International Airport); Series 2000 A, Special Obligation Parking RB (INS-ACA)(b)(h)		6.60	%		07/01/2024		2,840		2,848,094
Connecticut (State of) Development Authority (Aquarion Water Co.); Series 2011, Water Facilities RB (b)(h)		5.50	%		04/01/2021		1,200		1,274,472
									4,122,566
District of Columbia-3.82%
District of Columbia;
Series 2014 C, Unlimited Tax GO Bonds (d)		5.00	%		06/01/2034		3,445		3,878,519
Series 2014 C, Unlimited Tax GO Bonds (d)		5.00	%		06/01/2035		6,890		7,738,986
District of Columbia (Provident Group - Howard Properties LLC); Series 2013, Student Dormitory RB		5.00	%		10/01/2045		2,125		2,135,965

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

11                         Invesco Municipal Trust

	Interest Rate			Maturity Date		Principal Amount (000)		Value
District of Columbia-(continued)
District of Columbia (Sibley Memorial Hospital); Series 2009, Hospital RB (f)(g)		6.38	%		10/01/2019	$	2,400	$	2,464,872
Series 2009, Hospital RB (f)(g)		6.50	%		10/01/2019		700		719,376
District of Columbia Water & Sewer Authority; Series 2013 A, Sub. Lien Public Utility RB (d)		5.00	%		10/01/2044		3,000		3,292,800
Metropolitan Washington Airports Authority (Dulles Metrorail and Capital Improvement); Series 2014 A, Ref. Sr. Lien Dulles Toll Road RB		5.00	%		10/01/2053		6,800		7,031,064
									27,261,582
Florida-7.35%
Alachua (County of) Health Facilities Authority (Terraces at Bonita Springs); Series 2011 A, RB		8.13	%		11/15/2041		1,000		1,089,410
Broward (County of);     Series 2012 A, Water & Sewer Utility RB		5.00	%		10/01/2037		2,270		2,496,886
Series 2013 C, Airport System RB		5.25	%		10/01/2038		2,450		2,732,044
Series 2015 A, Airport System RB (h)		5.00	%		10/01/2045		1,395		1,530,496
Series 2017, Airport System RB (d)(h)		5.00	%		10/01/2047		4,015		4,442,838
Collier (County of) Industrial Development Authority (The Arlington of Naples); Series 2014 A, Continuing Care Community RB (e)		7.75	%		05/15/2035		1,300		1,277,913
Davie (Town of) (Nova Southeastern University); Series 2013 A, Educational Facilities RB		6.00	%		04/01/2042		1,400		1,577,870
Escambia (County of) Health Facilities Authority (Florida Health Care Facility Loan Veterans Health Administration Program); Series 2000, RB (f)		5.95	%		07/01/2020		35		36,954
Florida (State of) North Broward Hospital District; Series 2017 B, Ref. RB		5.00	%		01/01/2048		3,015		3,204,764
Florida (State of) Ports Financing Commission (State Transportation Trust Fund); Series 2011 B, Ref. RB (h)		5.13	%		06/01/2027		1,650		1,765,583
Hillsborough (County of) Aviation Authority (Tampa International Airport); Series 2018 E, RB (h)		5.00	%		10/01/2048		2,080		2,332,096
JEA; Series 2012 Three B, Electric System RB (d)		5.00	%		10/01/2039		3,100		3,320,999
Miami Beach (City of) Health Facilities Authority (Mount Sinai Medical Center);     Series 2014, Ref. RB		5.00	%		11/15/2039		935		991,203
Miami-Dade (County of); Series 2012 A, Ref. Aviation RB (h)		5.00	%		10/01/2028		1,000		1,086,980
Series 2012 B, Ref. Sub. Special Obligation RB		5.00	%		10/01/2032		1,150		1,259,112
Series 2012 B, Ref. Sub. Special Obligation RB (INS - AGM)(b)		5.00	%		10/01/2035		1,950		2,130,804
Series 2016 A, Ref. Aviation RB		5.00	%		10/01/2041		2,795		3,123,580
Miami-Dade (County of) Educational Facilities Authority (University of Miami); Series 2018 A, RB (d)		5.00	%		04/01/2053		3,865		4,268,197
Miami-Dade (County of) Expressway Authority; Series 2010 A, Ref. Toll System RB		5.00	%		07/01/2040		1,250		1,295,513
Miami-Dade (County of) Florida Industrial Development Authority (Waste Management, Inc.); Series 2018 B, Solid Waste Disposal Floating Rate RB (SIFMA Municipal Swap Index + 0.80%)(g)(h)(k)		2.54	%		11/01/2021		585		585,140
Miami-Dade (County of) Health Facilities Authority (Miami Children’s Hospital);     Series 2010, Ref. Hospital RB (f)(g)		6.13	%		08/01/2020		470		498,336
Series 2010, Ref. Hospital RB		6.13	%		08/01/2042		170		179,088
Orlando (City of) Greater Orlando Aviation Authority; Series 2017 A, Priority Sub. Airport Facilities RB (h)		5.00	%		10/01/2047		1,315		1,454,101
Overoaks Community Development District; Series 2010 A-2, Capital Improvement Conv. CAB RB (j)		6.13	%		05/01/2035		100		100,120
Palm Beach (County of) Solid Waste Authority;     Series 2009, Improvement RB (d)(f)(g)		5.50	%		10/01/2019		2,600		2,658,838
Series 2016, RB (d)		5.00	%		10/01/2031		2,565		2,771,329
Putnam (County of) Development Authority (Seminole Electric Cooperative); Series 2018 B, Ref. PCR		5.00	%		03/15/2042		840		936,508
Reunion East Community Development District; Series 2005, Special Assessment RB (c)		5.80	%		05/01/2036		235		2
Series 2015-2, Special Assessment RB		6.60	%		05/01/2036		280		279,115
Sterling Hill Community Development District; Series 2003 A, Capital Improvement Special Assessment RB (l)		6.20	%		05/01/2035		735		470,644
Sumter (County of) Industrial Development Authority (Central Florida Health Alliance); Series 2014 A, Hospital RB		5.25	%		07/01/2044		1,000		1,073,760

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

12                         Invesco Municipal Trust

	Interest Rate	Maturity Date		Principal Amount (000)		Value
Florida-(continued)
Tallahassee (City of) (Tallahassee Memorial Health Care, Inc.); Series 2016, Health Facility RB	5.00%		12/01/2055		$1,350		$        1,437,845
							52,408,068
Georgia-3.16%
Atlanta (City of); Series 2009 A, Water & Wastewater RB (f)(g)	6.00%		11/01/2019		3,700		3,807,337
Series 2015, Ref. Water & Wastewater RB (d)	5.00%		11/01/2040		8,290		9,250,645
Augusta (City of) Development Authority; Series 2018, RB	4.00%		07/01/2039		2,860		2,798,081
DeKalb (County of) Hospital Authority (DeKalb Medical Center, Inc.); Series 2010, RAC (f)(g)	6.00%		09/01/2020		1,000		1,062,000
Fulton (County of) Development Authority (Georgia Tech Athletic Association); Series 2012, Ref. RB	5.00%		10/01/2042		1,150		1,247,554
Fulton (County of) Development Authority (Wellstar Health System, Inc.); Series 2017, Anticipation Ctfs. Hospital RB	5.00%		04/01/2042		1,000		1,097,170
Glynn-Brunswick Memorial Hospital Authority (Southeast Georgia Health System); Series 2017, RAC	5.00%		08/01/2043		3,000		3,251,220
							22,514,007
Guam-0.85%
Guam (Territory of); Series 2011 A, Business Privilege Tax RB	5.25%		01/01/2036		625		652,712
Series 2011 A, Business Privilege Tax RB	5.13%		01/01/2042		780		801,185
Guam (Territory of) (Section 30); Series 2009 A, Limited Obligation RB (f)(g)	5.38%		12/01/2019		350		359,958
Series 2009 A, Limited Obligation RB (f)(g)	5.63%		12/01/2019		1,850		1,906,036
Guam (Territory of) Power Authority; Series 2010 A, RB (f)(g)	5.50%		10/01/2020		835		884,900
Guam (Territory of) Waterworks Authority; Series 2010, Water & Wastewater System RB (f)(g)	5.63%		07/01/2020		1,400		1,472,786
							6,077,577
Hawaii-1.09%
Hawaii (State of); Series 2010 A, Airport System RB	5.00%		07/01/2039		2,050		2,120,807
Series 2015 A, Airport System RB (h)	5.00%		07/01/2045		1,695		1,871,704
Hawaii (State of) Department of Budget & Finance (Hawaii Pacific Health Obligated Group); Series 2010 B, Special Purpose RB (f)(g)	5.75%		07/01/2020		1,000		1,053,220
Series 2013 A, Ref. Special Purpose RB	5.50%		07/01/2043		2,500		2,759,750
							7,805,481
Idaho-0.27%
Idaho (State of) Health Facilities Authority (Valley Vista Care Corp.); Series 2017 A, Ref. RB	5.25%		11/15/2047		865		876,383
Regents of the University of Idaho; Series 2011, Ref. General RB (g)(k)	5.25%		04/01/2021		990		1,053,717
							1,930,100
Illinois-18.99%
Bartlett (Village of) (Quarry Redevelopment); Series 2007, Ref. Sr. Lien Tax Increment Allocation RB	5.60%		01/01/2023		715		715,472
Bolingbrook (Village of); Series 2005, Sales Tax Conv. CAB RB (j)	6.25%		01/01/2024		1,250		1,219,225
Chicago (City of); Series 2002 B, Unlimited Tax GO Bonds	5.50%		01/01/2037		1,050		1,119,815
Series 2005 D, Ref. Unlimited Tax GO Bonds	5.50%		01/01/2040		1,190		1,260,305
Series 2007 E, Ref. Unlimited Tax GO Bonds	5.50%		01/01/2042		340		359,190
Series 2011 A, Sales Tax RB (f)(g)	5.25%		01/01/2022		1,905		2,090,718
Series 2011, Tax Increment Allocation Revenue COP	7.13%		05/01/2021		973		973,607
Series 2012 A, Unlimited Tax GO Bonds	5.00%		01/01/2033		1,675		1,710,694
Series 2012 A, Unlimited Tax GO Bonds (INS - BAM)(b)	5.00%		01/01/2033		1,290		1,349,018
Series 2012, Second Lien Wastewater Transmission RB	5.00%		01/01/2042		3,350		3,507,684
Series 2014, Ref. Motor Fuel Tax RB (INS-AGM)(b)	5.00%		01/01/2032		1,175		1,261,868
Series 2014, Second Lien Waterworks RB	5.00%		11/01/2044		875		951,825

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

13                         Invesco Municipal Trust

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Illinois-(continued)
Series 2015 A, Unlimited Tax GO Bonds		5.50	%		01/01/2033	$	3,395		$       3,657,094
Series 2017 A, Ref. Unlimited Tax GO Bonds		6.00	%		01/01/2038		2,025		2,278,753
Chicago (City of) (Diversey/Narragansett); Series 2006, Tax Increment Allocation Revenue COP		7.46	%		02/15/2026		583		425,957
Chicago (City of) (Midway Airport); Series 2013 A, Ref. Second Lien RB (h)		5.50	%		01/01/2031		2,650		2,921,015
Series 2014 A, Ref. Second Lien RB (h)		5.00	%		01/01/2041		1,250		1,349,737
Chicago (City of) (O’Hare International Airport); Series 2012 B, Ref. Passenger Facility Charge RB (h)		5.00	%		01/01/2030		4,500		4,802,175
Series 2013, Sr. Lien Customer Facility Charge RB		5.75	%		01/01/2038		2,450		2,751,154
Series 2015 C, RB (h)		5.00	%		01/01/2046		850		909,356
Series 2015 D, RB		5.00	%		01/01/2046		595		646,301
Series 2016 C, Ref. Sr. Lien General Airport RB		5.00	%		01/01/2037		1,685		1,871,007
Series 2017 D, Sr. Lien General Airport RB		5.25	%		01/01/2042		1,355		1,533,386
Chicago (City of) Board of Education; Series 2017 H, Dedicated Unlimited Tax GO Bonds		5.00	%		12/01/2036		1,705		1,764,692
Series 2018 A, Ref. Unlimited Tax GO Bonds		5.00	%		12/01/2035		750		782,873
Series 2018 A, Unlimited Tax GO Bonds (INS -AGM)(b)		5.00	%		12/01/2035		650		719,739
Series 2018 C, Ref. Unlimited Tax GO Bonds		5.00	%		12/01/2022		1,005		1,053,893
Series 2018 E, Educational Purpose TAN, Floating Rate (1 mo. USD LIBOR + 0.67%)(e)(g)(k)		2.63	%		03/29/2019		675		675,000
Chicago (City of) Metropolitan Water Reclamation District (Green Bonds); Series 2016 E, Unlimited Tax GO Bonds		5.00	%		12/01/2045		1,755		1,925,393
Chicago (City of) Transit Authority;
Series 2011, Sales Tax Receipts RB (d)(m)		5.25	%		12/01/2036		3,795		4,012,757
Series 2014, Sales Tax Receipts RB		5.00	%		12/01/2044		3,735		4,047,881
Gilberts (Village of) Special Service Area No. 24 (The Conservancy); Series 2014 A, Special Tax RB		5.38	%		03/01/2034		552		528,626
Illinois (State of); Series 2012 A, Unlimited Tax GO Bonds		5.00	%		01/01/2031		1,225		1,253,886
Series 2013, Unlimited Tax GO Bonds (INS-BAM)(b)		5.50	%		07/01/2038		2,450		2,639,581
Series 2014, Unlimited Tax GO Bonds		5.25	%		02/01/2033		1,250		1,302,325
Series 2014, Unlimited Tax GO Bonds		5.00	%		05/01/2035		1,570		1,611,165
Series 2014, Unlimited Tax GO Bonds		5.00	%		05/01/2036		1,210		1,238,387
Series 2017 D, Unlimited Tax GO Bonds		5.00	%		11/01/2023		1,675		1,791,613
Series 2017 D, Unlimited Tax GO Bonds		5.00	%		11/01/2024		1,185		1,276,992
Series 2018 A, Ref. Unlimited Tax GO Bonds		5.00	%		10/01/2021		2,080		2,196,646
Series 2018 A, Ref. Unlimited Tax GO Bonds		5.00	%		10/01/2022		585		624,903
Illinois (State of) Finance Authority (Art Institute of Chicago); Series 2012, RB (f)(g)		5.00	%		03/01/2022		5		5,479
Series 2012, RB		5.00	%		03/01/2034		995		1,072,152
Illinois (State of) Finance Authority (Centegra Health System); Series 2014 A, RB		5.00	%		09/01/2042		1,430		1,567,437
Illinois (State of) Finance Authority (Loyola University of Chicago); Series 2012 B, RB		5.00	%		07/01/2042		1,000		1,069,380
Illinois (State of) Finance Authority (Northwestern Memorial Hospital); Series 2009 A, RB (d)(f)(g)		5.38	%		08/15/2019		2,200		2,236,630
Series 2009 A, RB (d)(f)(g)		5.75	%		08/15/2019		1,400		1,425,648
Illinois (State of) Finance Authority (OSF Healthcare System); Series 2015 A, Ref. RB		5.00	%		11/15/2045		2,375		2,544,456
Illinois (State of) Finance Authority (Park Place of Elmhurst); Series 2016 B, RB		5.63	%		05/15/2020		986		934,691
Series 2016, RB (c)		2.00	%		05/15/2055		230		11,363
Illinois (State of) Finance Authority (Riverside Health System); Series 2009, RB (f)(g)		6.25	%		11/15/2019		755		778,956
Series 2009, RB		6.25	%		11/15/2035		495		509,266
Illinois (State of) Finance Authority (Roosevelt University); Series 2007, RB		5.50	%		04/01/2037		1,000		999,980
Illinois (State of) Finance Authority (Rush University Medical Center); Series 2015 A, Ref. RB		5.00	%		11/15/2038		2,490		2,700,629
Illinois (State of) Finance Authority (Swedish Covenant Hospital); Series 2010 A, Ref. RB (f)(g)		6.00	%		02/15/2020		1,675		1,743,189

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

14                         Invesco Municipal Trust

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Illinois-(continued)
Illinois (State of) Finance Authority (The University of Chicago Medical Center); Series 2011 C, RB (d)(f)(g)		5.50	%		02/15/2021	$	2,370	$	2,540,332
Illinois (State of) Finance Authority (University of Chicago); Series 2013 A, RB (d)		5.25	%		10/01/2052		3,630		4,011,876
Illinois (State of) Metropolitan Pier & Exposition Authority; Series 2002, Dedicated State Tax CAB RB (INS - AGM)(b)(i)		0.00	%		12/15/2029		2,750		1,849,402
Illinois (State of) Metropolitan Pier & Exposition Authority (McCormick Place Expansion); Series 2010, Dedicated State Tax RB (f)(g)		5.50	%		06/15/2020		550		576,565
Series 2010, Dedicated State Tax RB		5.50	%		06/15/2050		1,715		1,733,522
Series 2015 A, RB		5.50	%		06/15/2053		2,200		2,355,034
Illinois (State of) Sports Facilities Authority; Series 2014, Ref. RB (INS - AGM)(b)		5.25	%		06/15/2031		1,205		1,340,129
Series 2014, Ref. RB (INS - AGM)(b)		5.25	%		06/15/2032		1,100		1,220,516
Illinois (State of) Toll Highway Authority; Series 2013 A, RB (d)		5.00	%		01/01/2038		3,875		4,214,566
Series 2015 A, RB (d)		5.00	%		01/01/2040		11,210		12,521,570
Peoria (County of); Series 2011, Unlimited Tax GO Bonds (d)		5.00	%		12/15/2041		3,075		3,215,589
Railsplitter Tobacco Settlement Authority; Series 2010, RB (f)(g)		5.50	%		06/01/2021		3,800		4,116,198
Regional Transportation Authority; Series 2002 A, RB (INS - NATL)(b)		6.00	%		07/01/2029		1,155		1,489,788
Series 2018 B, RB		5.00	%		06/01/2040		2,315		2,593,703
Sales Tax Securitization Corp.; Series 2018 A, Ref. RB (d)		5.00	%		01/01/2048		4,195		4,556,106
United City of Yorkville (City of) Special Service Area No. 2004-107 (Raintree Village II); Series 2005, Special Tax RB (c)		6.25	%		03/01/2035		958		431,100
									135,476,960
Indiana-3.57%
Indiana (State of) Finance Authority (CWA Authority); Series 2011 B, Second Lien Wastewater Utility RB		5.25	%		10/01/2031		2,320		2,506,528
Indiana (State of) Finance Authority (Deaconess Hospital Obligated Group); Series 2009 A, Hospital RB		6.75	%		03/01/2019		1,440		1,440,000
Indiana (State of) Finance Authority (Ohio River Bridges East End Crossing); Series 2013 A, Private Activity RB (h)		5.00	%		07/01/2035		500		535,135
Series 2013 A, Private Activity RB (h)		5.00	%		07/01/2048		575		605,153
Series 2013, Private Activity RB (h)		5.00	%		07/01/2040		3,850		4,076,803
Indiana (State of) Finance Authority (Ohio Valley Electric Corp.); Series 2012 A, Midwestern Disaster Relief RB		5.00	%		06/01/2032		610		611,946
Series 2012 A, Midwestern Disaster Relief RB		5.00	%		06/01/2039		2,670		2,633,020
Indiana (State of) Finance Authority (Sisters of St. Francis Health Services, Inc. Obligated Group); Series 2008 I, Ref. VRD Health System RB (LOC - Barclays Bank PLC)(n)(o)		1.55	%		03/05/2019		2,200		2,200,000
Series 2008 J, Ref. VRD Health System RB (LOC - Barclays Bank PLC)(n)(o)		1.55	%		03/05/2019		600		600,000
Indiana (State of) Municipal Power Agency; Series 2013 A, Power Supply System RB (f)(g)		5.25	%		07/01/2023		1,250		1,435,938
Series 2016 A, Ref. Power Supply System RB		5.00	%		01/01/2042		1,235		1,379,532
Indianapolis Local Public Improvement Bond Bank; Series 2011 K, RB		5.00	%		06/01/2027		2,000		2,130,100
Series 2013 F, RB (d)		5.00	%		02/01/2030		3,240		3,570,221
Valparaiso (City of) (Pratt Paper, LLC); Series 2013, Exempt Facilities RB (h)		6.75	%		01/01/2034		1,500		1,716,735
									25,441,111
Iowa-1.10%
Iowa (State of) Finance Authority (Iowa Fertilizer Co.); Series 2013, Midwestern Disaster Area RB		5.88	%		12/01/2027		1,090		1,148,653
Series 2013, Ref. Midwestern Disaster Area RB (g)		5.25	%		12/01/2037		1,265		1,347,592
Iowa (State of) Finance Authority (Lifespace Communities, Inc.); Series 2018 A, RB		5.00	%		05/15/2043		840		876,557

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

15                         Invesco Municipal Trust

	Interest Rate			Maturity Date		Principal Amount (000)		Value
lowa-(continued)
Iowa (State of) Tobacco Settlement Authority; Series 2005 C, Asset-Backed RB		5.50	%		06/01/2042	$	1,715	$	1,713,285
Series 2005 C, Asset-Backed RB		5.63	%		06/01/2046		1,370		1,367,588
Series 2005 E, Asset-Backed CAB RB (i)		0.00	%		06/01/2046		12,665		1,367,440
									7,821,115
Kansas-0.91%
Kansas (State of) Development Finance Authority (Adventist Health System/Sunbelt Obligated Group); Series 2009 C, Hospital RB (d)		5.75	%		11/15/2038		3,500		3,600,205
Kansas (State of) Municipal Energy Agency (Jameson Energy Center); Series 2013, Power Project RB		5.75	%		07/01/2038		1,575		1,794,524
Wyandotte (County of) & Kansas City (City of) Unified Government; Series 2014 A, Ref. & Improvement Utility System RB		5.00	%		09/01/2044		1,000		1,102,980
									6,497,709
Kentucky-2.41%
Kentucky (State of) Economic Development Finance Authority (Catholic Health Initiatives); Series 2011 B, Floating Rate RB (SIFMA Municipal Swap Index + 1.40%)(g)(k)		3.14	%		02/01/2025		710		721,367
Kentucky (State of) Economic Development Finance Authority (Louisville Arena Authority, Inc.); Series 2017 A, Ref. RB (INS - AGM)(b)		5.00	%		12/01/2047		1,115		1,202,873
Kentucky (State of) Economic Development Finance Authority (Next Generation Kentucky Information Highway); Series 2015 A, Sr. RB		5.00	%		07/01/2040		1,335		1,407,090
Series 2015 A, Sr. RB		5.00	%		01/01/2045		1,415		1,471,232
Kentucky (State of) Economic Development Finance Authority (Owensboro Health, Inc.); Series 2017 A, Ref. Hospital RB		5.25	%		06/01/2041		1,265		1,370,653
Series 2017 A, Ref. Hospital RB		5.00	%		06/01/2045		1,015		1,070,592
Kentucky (State of) Economic Development Finance Authority (Owensboro Medical Health System, Inc.); Series 2010 A, Hospital RB (f)(g)		6.00	%		06/01/2020		1,500		1,579,440
Series 2010 A, Hospital RB (f)(g)		6.38	%		06/01/2020		1,225		1,295,499
Series 2010 A, Hospital RB (f)(g)		6.50	%		06/01/2020		3,100		3,282,745
Kentucky (State of) Public Energy Authority; Series 2018 C-1, Gas Supply RB (g)		4.00	%		06/01/2025		1,495		1,597,721
Kentucky (State of) Public Transportation Infrastructure Authority (Downtown Crossing); Series 2013 A, First Tier Toll RB		5.75	%		07/01/2049		1,000		1,083,680
Louisville (City of) & Jefferson (County of) Metropolitan Government (Norton Healthcare, Inc.); Series 2013 A, Health System RB		5.50	%		10/01/2033		1,000		1,119,040
									17,201,932
Louisiana-1.06%
Louisiana (State of) Public Facilities Authority (Provident Group-Flagship Properties LLC- Louisiana State University Nicholson Gateway); Series 2016, Lease RB		5.00	%		07/01/2051		1,140		1,217,543
New Orleans (City of); Series 2014, Ref. Sewerage Service RB		5.00	%		06/01/2044		755		804,007
New Orleans (City of) Aviation Board (Parking Facilities Corp. Consolitdated Garage System); Series 2018 A, RB (INS - AGM)(b)		5.00	%		10/01/2043		445		501,275
Tobacco Settlement Financing Corp.; Series 2013 A, Ref. Asset-Backed RB		5.50	%		05/15/2030		860		890,315
Series 2013 A, Ref. Asset-Backed RB		5.25	%		05/15/2031		860		907,008
Series 2013 A, Ref. Asset-Backed RB		5.25	%		05/15/2032		1,635		1,758,181
Series 2013 A, Ref. Asset-Backed RB		5.25	%		05/15/2033		1,375		1,472,487
									7,550,816
Maryland-0.84%
Maryland (State of) Health & Higher Educational Facilities Authority (LifeBridge Health); Series 2016, Ref. RB		5.00	%		07/01/2047		770		845,360
Maryland (State of) Health & Higher Educational Facilities Authority (Peninsula Regional Medical Center); Series 2015, Ref. RB		5.00	%		07/01/2045		1,580		1,711,946

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

16                         Invesco Municipal Trust

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Maryland-(continued)
Maryland Economic Development Corp. (Terminal); Series 2010 B, RB (f)(g)		5.75	%		06/01/2020	$	1,080	$	1,134,583
Maryland Economic Development Corp. (Transportation Facilities); Series 2010 A, RB (f)(g)		5.38	%		06/01/2020		765		800,152
Prince Georges (County of), Maryland (Collington Episcopal Life Care Community, Inc.); Series 2017, Ref. RB		5.00	%		04/01/2029		905		955,390
Series 2017, Ref. RB		5.00	%		04/01/2032		540		563,296
									6,010,727
Massachusetts-5.92%
Berkshire Wind Power Cooperative Corp.; Series 2010 1, RB (f)(g)		5.25	%		01/01/2020		350		360,566
Boston (City of) Water & Sewer Commission; Series 2009 A, Ref. General RB (f)(g)		5.00	%		05/01/2019		1,000		1,005,540
Massachusetts (State of); Series 2004 A, Ref. Limited Tax GO Bonds (INS -AMBAC)(b)		5.50	%		08/01/2030		1,500		1,941,840
Series 2005, Ref. Special Obligation Dedicated Tax RB (INS -NATL)(b)		5.50	%		01/01/2023		1,000		1,139,780
Massachusetts (State of) Department of Transportation; Series 1997 C, Sr. Turnpike Metropolitan Highway System CAB RB (INS -NATL)(b)(i)		0.00	%		01/01/2022		1,550		1,467,261
Massachusetts (State of) Department of Transportation (Contract Assistance); Series 2010 B, Metropolitan Highway Systems RB		5.00	%		01/01/2035		4,020		4,124,440
Massachusetts (State of) Development Finance Agency (Berklee College of Music); Series 2007, RB		5.00	%		10/01/2032		150		150,402
Massachusetts (State of) Development Finance Agency (Boston College); Series 2008, RB		5.50	%		06/01/2026		400		499,268
Massachusetts (State of) Development Finance Agency (Broad Institute); Series 2011 A, RB (f)(g)		5.25	%		04/01/2021		500		537,200
Massachusetts (State of) Development Finance Agency (Cape Cod Healthcare Obligation); Series 2004, RB (f)(g)		5.13	%		11/15/2019		500		512,160
Massachusetts (State of) Development Finance Agency (Caregroup); Series 2018 J-2, RB		5.00	%		07/01/2053		2,480		2,702,878
Massachusetts (State of) Development Finance Agency (Carleton-Willard Village); Series 2010, RB		5.63	%		12/01/2030		700		716,639
Massachusetts (State of) Development Finance Agency (Emerson College); Series 2010 A, RB (f)(g)		5.00	%		01/01/2020		250		257,038
Series 2016 A, RB		5.00	%		01/01/2047		3,255		3,519,794
Massachusetts (State of) Development Finance Agency (Lesley University); Series 2011 B-1, RB (INS-AGM)(b)		5.25	%		07/01/2033		300		321,612
Massachusetts (State of) Development Finance Agency (Lowell General Hospital); Series 2010 C, RB		5.13	%		07/01/2035		500		517,420
Massachusetts (State of) Development Finance Agency (Massachusetts Institute of Technology); Series 2002 K, RB (d)		5.50	%		07/01/2032		2,500		3,345,725
Massachusetts (State of) Development Finance Agency (Merrimack College); Series 2012 A, RB		5.25	%		07/01/2042		500		524,810
Massachusetts (State of) Development Finance Agency (Mount Holyoke College); Series 2011 B, RB		5.00	%		07/01/2041		500		533,110
Massachusetts (State of) Development Finance Agency (Northeastern University); Series 2009 Y-2, Ref. RB		5.50	%		10/01/2024		750		766,012
Massachusetts (State of) Development Finance Agency (Partners Healthcare); Series 2012 L, RB (f)(g)		5.00	%		07/01/2021		3,425		3,677,457
Massachusetts (State of) Development Finance Agency (Sabis International Charter School); Series 2009 A, RB (f)(g)		8.00	%		10/15/2019		250		259,680
Massachusetts (State of) Development Finance Agency (Springfield College); Series 2010, RB (f)(g)		5.63	%		10/15/2019		500		512,300
Massachusetts (State of) Development Finance Agency (Suffolk University); Series 2010, RB		5.13	%		07/01/2040		500		514,415
Massachusetts (State of) Development Finance Agency (Tufts Medical Center); Series 2011 I, RB (f)(g)		6.75	%		01/01/2021		500		544,790
Series 2011 I, RB (f)(g)		7.25	%		01/01/2021		825		905,652
Massachusetts (State of) Development Finance Agency (Umass Memorial); Series 2011 H, RB (f)(g)		5.50	%		07/01/2021		475		515,399
Series 2011 H, RB		5.50	%		07/01/2031		25		26,734
Massachusetts (State of) Educational Financing Authority; Series 2011 J, RB (h)		5.63	%		07/01/2028		140		147,358
Massachusetts (State of) Port Authority; Series 2019 A, Ref. RB (h)		5.00	%		07/01/2036		995		1,161,404
Massachusetts (State of) Port Authority (Conrac); Series 2011 A, RB		5.13	%		07/01/2041		250		264,262

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

17                         Invesco Municipal Trust

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Massachusetts-(continued)
Massachusetts (State of) Water Resources Authority; Series 2007 B, Ref. General RB (INS -AGM)(b)		5.25	%		08/01/2031	$	500	$	646,565
Series 2011 B, General RB (f)(g)		5.00	%		08/01/2021		200		215,506
Series 2011 C, Ref. General RB (d)		5.00	%		08/01/2030		3,500		3,748,395
Series 2011 C, Ref. General RB (d)		5.00	%		08/01/2031		2,000		2,141,460
Westford (Town of); Series 2003, Limited Tax GO Bonds (INS -AMBAC)(b)		5.25	%		06/01/2019		1,975		1,980,293
									42,205,165
Michigan-3.94%
Detroit Downtown Development Authority; Series 2018 A, Ref. Tax Increment RB (INS -AGM)(b)(d)(m)		5.00	%		07/01/2043		2,110		2,266,330
Michigan (State of) Building Authority (Facilities Program); Series 2016 I, Ref. RB (d)		5.00	%		04/15/2041		2,865		3,216,392
Michigan (State of) Finance Authority (Beaumont Health Credit Group); Series 2016, RB		5.00	%		11/01/2044		1,865		2,027,889
Michigan (State of) Finance Authority (Charter County of Wayne Criminal Justice Center); Series 2018, RB		5.00	%		11/01/2038		750		862,163
Michigan (State of) Finance Authority (Detroit Water & Sewerage Department); Series 2014 C-1, Ref. Sr. Lien Local Government Loan Program RB		5.00	%		07/01/2044		1,245		1,318,281
Series 2014 C-3, Ref. Local Government Loan Program RB (INS -AGM)(b)		5.00	%		07/01/2032		2,500		2,776,900
Series 2014 C-6, Ref. Sr. Lien Local Government Loan Program RB		5.00	%		07/01/2033		625		688,025
Series 2014 D-4, Ref. Local Government Loan Program RB		5.00	%		07/01/2029		625		698,306
Series 2015, Ref. Second Lien Local Government Loan Program RB		5.00	%		07/01/2035		1,270		1,407,998
Michigan (State of) Finance Authority (MidMichigan Health Credit Group); Series 2014, Ref. Hospital RB		5.00	%		06/01/2039		2,275		2,491,193
Michigan (State of) Finance Authority (Trinity Health Credit); Series 2017 MI, Ref. Hospital RB (d)		5.00	%		12/01/2046		3,890		4,319,962
Michigan (State of) Strategic Fund (I-85 Improvement Project); Series 2018, Limited Obligation RB (h)		5.00	%		06/30/2033		600		682,836
Michigan (State of) Tobacco Settlement Finance Authority; Series 2007 A, Sr. Asset-Backed RB		6.00	%		06/01/2048		3,305		3,256,251
Saginaw (City of) Hospital Finance Authority (Covenant Medical Center, Inc.); Series 2010 H, Ref. RB		5.00	%		07/01/2030		2,000		2,073,080
									28,085,606
Minnesota-0.11%
Bethel (City of) (Spectrum High School); Series 2017 A, Ref. Charter School Lease RB		4.25	%		07/01/2047		305		295,612
Series 2017 A, Ref. Charter School Lease RB		4.38	%		07/01/2052		500		485,870
									781,482
Mississippi-0.77%
Jackson (County of) Mississippi (Chevron U.S.A., Inc.); Series 1993, Ref. VRD RB (o)		1.60	%		06/01/2023		4,000		4,000,000
West Rankin Utility Authority; Series 2018, RB (INS - AGM)(b)		5.00	%		01/01/2048		1,355		1,497,207
									5,497,207
Missouri-1.23%
Kansas City (City of) Industrial Development Authority (Downtown Redevelopment District); Series 2011 A, Ref. RB		5.50	%		09/01/2027		750		814,095
Series 2011 A, Ref. RB		5.50	%		09/01/2028		1,515		1,644,472
Kirkwood (City of) Industrial Development Authority (Aberdeen Heights); Series 2017 A, Ref. Retirement Community RB		5.25	%		05/15/2050		510		532,037
Missouri (State of) Health & Educational Facilities Authority (Lutheran Senior Service); Series A, RB		5.00	%		02/01/2034		330		359,241
Missouri (State of) Health & Educational Facilities Authority (Lutheran Senior Services); Series 2010, Senior Living Facilities RB		5.50	%		02/01/2042		1,000		1,015,380
Series 2014 A, Senior Living Facilities RB		5.00	%		02/01/2044		1,000		1,035,820
Missouri (State of) Health & Educational Facilities Authority (St. Louis College of Pharmacy); Series 2013, RB		5.25	%		05/01/2033		1,175		1,249,237
St. Louis (County of) Industrial Development Authority (Friendship Village West County); Series 2018 A, Senior Living Facilities RB		5.00	%		09/01/2038		2,095		2,150,748
									8,801,030

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

18                         Invesco Municipal Trust

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Nebraska-1.60%
Central Plains Energy Project (No. 3); Series 2012, Gas RB (p)		5.00	%		09/01/2032	$	3,500	$	3,758,055
Series 2012, Gas RB (p)		5.25	%		09/01/2037		2,485		2,689,615
Douglas (County of) Hospital Authority No. 2 (Madonna Rehabilitation Hospital); Series 2014, RB		5.00	%		05/15/2044		1,000		1,055,620
Omaha (City of) Public Power District; Series 2011 B, RB (d)(f)(g)		5.00	%		02/01/2021		3,690		3,926,271
									11,429,561
New Jersey-12.95%
Burlington (County of) Bridge Commission (The Evergreens); Series 2007, Economic Development RB		5.63	%		01/01/2038		850		815,175
Colts Neck (Township of) Board of Education; Series 2002, Unlimited Tax GO Bonds (INS -AGM)(b)		5.00	%		02/01/2021		485		486,213
East Orange (City of) Board of Education; Series 1998, CAB COP (INS -AGM)(b)(i)		0.00	%		08/01/2019		1,845		1,830,055
Series 1998, CAB COP (INS -AGM)(b)(i)		0.00	%		02/01/2025		1,845		1,588,213
Series 1998, CAB COP (INS -AGM)(b)(i)		0.00	%		02/01/2028		2,850		2,206,384
Essex (County of) Improvement Authority; Series 2004, Ref. Project Consolidation RB (INS -NATL)(b)		5.50	%		10/01/2028		1,000		1,267,310
Essex (County of) Improvement Authority (Newark); Series 2010 A, RB (f)(g)		6.25	%		11/01/2020		1,000		1,042,730
Essex (County of) Utilities Authority; Series 2009, Ref. Solid Waste RB (INS -AGC)(b)		5.00	%		04/01/2021		775		776,907
Garden State Preservation Trust; Series 2003 B, Open Space & Farmland Preservation CAB RB (INS -AGM)(b)(i)		0.00	%		11/01/2025		2,000		1,703,280
Series 2005 A, Open Space & Farmland Preservation RB (INS -AGM)(b)		5.75	%		11/01/2028		1,000		1,215,480
Hudson (County of) Improvement Authority; Series 2010 A, Ref. Solid Waste System RB		6.00	%		01/01/2040		1,000		1,033,880
New Jersey (State of) Economic Development Authority; Series 1992, RB (INS-NATL)(b)		5.90	%		03/15/2021		14,430		14,744,862
Series 2004 A, Motor Vehicle RB (INS - BHAC)(b)(d)		5.25	%		07/01/2026		7,000		8,232,140
Series 2005 N-1, Ref. School Facilities Construction RB (INS - NATL)(b)(d)(m)		5.50	%		09/01/2022		3,775		4,169,752
Series 2005 N-1, Ref. School Facilities Construction RB (INS -AMBAC)(b)		5.50	%		09/01/2026		1,500		1,782,600
Series 2012, Ref. RB		5.00	%		06/15/2029		1,000		1,062,310
New Jersey (State of) Economic Development Authority (American Water Co., Inc.); Series 2010 B, Ref. Water Facilities RB (h)		5.60	%		11/01/2034		1,000		1,035,690
New Jersey (State of) Economic Development Authority (Kapkowski Road Landfill); Series 2002, Ref. Special Assessment RB		5.75	%		10/01/2021		905		943,309
Series 2002, Ref. Special Assessment RB		5.75	%		04/01/2031		1,000		1,097,330
New Jersey (State of) Economic Development Authority (Newark Downtown District Management Corp.); Series 2007, RB		5.12	%		06/15/2027		485		485,000
Series 2007, RB		5.13	%		06/15/2037		700		700,000
New Jersey (State of) Economic Development Authority (Port Newark Container Terminal LLC); Series 2017, Ref. Special Facility RB (h)		5.00	%		10/01/2037		955		1,023,263
New Jersey (State of) Economic Development Authority (Provident Group-Montclair Properties LLC-Montclair State University Student Housing); Series 2010 A, RB (f)(g)		5.88	%		06/01/2020		2,650		2,789,655
New Jersey (State of) Economic Development Authority (The Goethals Bridge Replacement); Series 2013, Private Activity RB (h)		5.13	%		01/01/2034		1,250		1,367,262
Series 2013, Private Activity RB (h)		5.38	%		01/01/2043		1,000		1,088,550
New Jersey (State of) Educational Facilities Authority (Institute of Technology); Series 2010 H, RB		5.00	%		07/01/2031		500		518,470
New Jersey (State of) Educational Facilities Authority (Kean University); Series 2009 A, Ref. RB (f)(g)		5.50	%		09/01/2019		500		509,710
New Jersey (State of) Health Care Facilities Financing Authority (AHS Hospital Corp.); Series 2011, RB (f)(g)		6.00	%		07/01/2021		750		824,280
New Jersey (State of) Health Care Facilities Financing Authority (Barnabas Health); Series 2011 A, Ref. RB (f)(g)		5.63	%		07/01/2021		1,000		1,089,320
New Jersey (State of) Health Care Facilities Financing Authority (Holy Name Medical Center); Series 2010, Ref. RB		5.00	%		07/01/2025		500		518,985
New Jersey (State of) Health Care Facilities Financing Authority (Robert Wood Johnson University Hospital); Series 2010, Ref. RB (f)(g)		5.00	%		01/01/2020		550		565,026

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

19                         Invesco Municipal Trust

	Interest Rate			Maturity Date		Principal Amount (000)		Value
New Jersey-(continued)
New Jersey (State of) Health Care Facilities Financing Authority (St. Clare’s Hospital, Inc.); Series 2004 A, Ref. RB (f)		5.25	%		07/01/2023	$	1,000	$	1,144,250
New Jersey (State of) Health Care Facilities Financing Authority (The General Hospital Center at Passaic, Inc.); Series 1994, RB (f)		6.75	%		07/01/2019		960		976,051
New Jersey (State of) Higher Education Student Assistance Authority; Series 2009 A, Student Loan RB		5.63	%		06/01/2030		1,500		1,513,890
Series 2010 1-A, Ref. Student Loan RB (d)		5.00	%		12/01/2025		2,280		2,329,339
Series 2010 1-A, Ref. Student Loan RB (d)		5.00	%		12/01/2026		1,435		1,465,695
Series 2018 B, Ref. Sr. Student Loan RB (h)		5.00	%		12/01/2024		1,110		1,258,696
New Jersey (State of) Transportation Trust Fund Authority; Series 2009 A, Transportation System CAB RB (i)		0.00	%		12/15/2039		6,000		2,281,020
Series 2010 A, Transportation System CAB RB (i)		0.00	%		12/15/2030		1,600		1,005,632
Series 2010 A, Transportation System CAB RB (i)		0.00	%		12/15/2031		3,000		1,791,510
Series 2011 A, Transportation System RB		5.50	%		06/15/2041		1,000		1,039,660
Series 2018 A, Ref. Federal Highway Reimbursement RN (d)(m)		5.00	%		06/15/2029		1,590		1,788,750
Series 2018 A, Ref. Federal Highway Reimbursement RN (d)(m)		5.00	%		06/15/2030		550		614,416
Series 2018 A, Ref. Federal Highway Reimbursement RN (d)(m)		5.00	%		06/15/2031		1,005		1,115,359
Series 2018 A, Ref. RB		5.00	%		12/15/2032		1,240		1,365,166
Subseries 2016 A-1, Federal Highway Reimbursement RN		5.00	%		06/15/2028		1,015		1,149,518
New Jersey (State of) Turnpike Authority; Series 2005 A, Ref. RB (INS -AGM)(b)		5.25	%		01/01/2027		705		864,802
Series 2013 A, RB (f)(g)		5.00	%		07/01/2022		1,900		2,107,670
New Jersey Institute of Technology; Series 2012 A, RB (f)(g)		5.00	%		07/01/2022		155		171,942
Series 2012 A, RB		5.00	%		07/01/2042		345		372,469
Newark (City of) Housing Authority (South Ward Police Facility); Series 2009 A, City-Secured Police Facility RB (f)(g)		6.75	%		12/01/2019		600		622,854
Passaic (County of) Improvement Authority (200 Hospital Plaza Corp.); Series 2010, RB (f)(g)		5.00	%		05/01/2020		500		519,600
Rahway Valley Sewerage Authority; Series 2005 A, Sewer CAB RB (INS -NATL)(b)(i)		0.00	%		09/01/2032		5,000		3,315,200
Salem (County of) Improvement Authority (Finlaw Street Office Building); Series 2007, RB (INS -AGM)(b)		5.25	%		08/15/2032		1,300		1,302,379
Salem (County of) Pollution Control Financing Authority (Chambers); Series 2014 A, Ref. PCR (h)		5.00	%		12/01/2023		1,000		1,059,580
Tobacco Settlement Financing Corp.; Series 2018 A, Ref. RB		5.25	%		06/01/2046		2,515		2,717,986
									92,406,575
New Mexico-0.45%
Farmington (City of) (Public Service Co. of New Mexico San Juan); Series 2010 A, Ref. Floating Rate PCR (g)(k)		5.20	%		06/01/2020		1,000		1,030,160
Series 2010 C, Ref. PCR		5.90	%		06/01/2040		2,100		2,188,515
									3,218,675
New York-15.70%
Brooklyn Arena Local Development Corp. (Barclays Center); Series 2009, PILOT RB (f)(g)		6.25	%		01/15/2020		1,370		1,425,978
Series 2009, PILOT RB (f)(g)		6.38	%		01/15/2020		570		593,900
Erie Tobacco Asset Securitization Corp.; Series 2005 A, Tobacco Settlement Asset-Backed RB		5.00	%		06/01/2045		2,710		2,651,843
Metropolitan Transportation Authority; Series 2009 B, Dedicated Tax Fund RB (f)(g)		5.25	%		11/15/2019		2,500		2,564,900
Series 2010 D, RB (f)(g)		5.25	%		11/15/2020		2,500		2,656,900
Series 2013 A, Transportation RB		5.00	%		11/15/2038		1,850		1,999,813
Series 2016 B, Ref. RB		5.00	%		11/15/2037		2,125		2,377,493
New York & New Jersey (States of) Port Authority; Eighty-Fifth Series 1993, Consolidated RB (INS -NATL)(b)		5.38	%		03/01/2028		2,000		2,346,180
Two Hundred Seventh Series 2018, Ref. Consolidated RB (d)(h)		5.00	%		09/15/2028		3,300		3,975,246

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

20                         Invesco Municipal Trust

	Interest Rate		Maturity Date		Principal Amount (000)		Value
New York-(continued)
New York & New Jersey (States of) Port Authority (JFK International Air Terminal LLC); Series 2010 8, Special Obligation RB		6.00%		12/01/2036	$	2,050	$	2,170,315
Series 2010, Special Obligation RB		6.00%		12/01/2042		710		750,427
New York (City of) Municipal Water Finance Authority; Series 2012 FF, Water & Sewer System RB (d)		5.00%		06/15/2045		6,915		7,501,876
Series 2013 DD, Water & Sewer System RB		5.00%		06/15/2035		3,200		3,550,304
New York (City of) Transitional Finance Authority; Series 2013 I, Sub. Future Tax Sec. RB		5.00%		05/01/2038		5,000		5,529,800
Series 2018 S-2A, Ref. Building Aid RB		5.00%		07/15/2034		1,240		1,463,212
Subseries 2011 D-1, Future Tax Sec. RB (d)		5.00%		11/01/2033		4,845		5,235,071
Subseries 2013, Sub. Future Tax Sec. RB (d)		5.00%		11/01/2038		5,010		5,592,112
New York (Counties of) Tobacco Trust VI; Subseries 2016 A-1, Ref. Tobacco Settlement Pass Through RB		5.75%		06/01/2043		3,170		3,517,590
New York (State of) Dormitory Authority; Series 2009 C, School Districts Bond Financing Program RB (f)(g)		5.00%		10/01/2019		2,820		2,876,767
Series 2009 C, School Districts Bond Financing Program RB (INS -AGC)(b)		5.00%		10/01/2023		180		183,308
Series 2014 C, State Personal Income Tax RB (d)		5.00%		03/15/2040		5,510		6,181,173
New York (State of) Dormitory Authority (General Purpose); Series 2011 A, State Personal Income Tax RB (d)		5.00%		03/15/2030		2,220		2,358,528
Series 2013 A, State Personal Income Tax RB		5.00%		02/15/2037		1,750		1,932,088
Series 2018 A, Ref. State Personal Income Tax RB		5.25%		03/15/2038		1,240		1,476,679
New York (State of) Metropolitan Transportation Authority; Subseries A-2, RB Floating Rate (SIFMA Municipal Swap Index + 0.58%)(g)(k)		2.32%		06/01/2020		580		579,420
New York (State of) Thruway Authority (Transportation); Series 2009 A, Personal Income Tax RB (d)(f)(g)		5.00%		03/15/2019		3,800		3,804,104
New York (State of) Utility Debt Securitization Authority; Series 2013 TE, Restructuring RB (d)		5.00%		12/15/2031		1,905		2,162,537
New York Liberty Development Corp. (3 World Trade Center); Series 2014, Class 1, Ref. Liberty RB (e)		5.00%		11/15/2044		5,315		5,541,791
New York Liberty Development Corp. (7 World Trade Center); Series 2012, Class 2, Ref. Liberty RB		5.00%		09/15/2043		1,870		2,010,512
New York State Dormitory Authority; Series 2018 E, Sales Tax RB (d)		5.00%		03/15/2045		5,715		6,547,847
New York Transportation Development Corp. (American Airlines, Inc.); Series 2016, Ref. Special Facilities RB (h)		5.00%		08/01/2031		1,685		1,748,002
New York Transportation Development Corp. (Delta Air Lines, Inc. LaGuardia Airport Terminal C&D Redevelopment); Series 2018, Special Facilities RB (h)		5.00%		01/01/2031		3,350		3,842,115
Series 2018, Special Facilities RB (h)		5.00%		01/01/2036		1,660		1,860,462
New York Transportation Development Corp. (Delta Airlines, Inc.); Series 2018, RB (h)		4.00%		01/01/2036		1,510		1,531,971
New York Transportation Development Corp. (LaGuardia Airport Terminal B Redevelopment); Series 2016 A, Special Facilities RB (h)		5.00%		07/01/2046		1,775		1,880,080
Series 2016 A, Special Facilities RB (h)		5.25%		01/01/2050		3,235		3,457,891
Rockland Tobacco Asset Securitization Corp.; Series 2001, Tobacco Settlement Asset-Backed RB		5.75%		08/15/2043		1,735		1,778,774
TSASC, Inc.; Series 2016 B, Ref. Sub. Tobacco Settlement Turbo RB		5.00%		06/01/2048		4,490		4,316,012
111,973,021
North Carolina-2.40%
North Carolina (State of) Capital Facilities Finance Agency (Duke University); Series 2015 B, Ref. RB (d)		5.00%		10/01/2055		9,585		10,780,729
North Carolina (State of) Department of Transportation (I-77 HOT Lanes); Series 2015, Private Activity RB (h)		5.00%		06/30/2054		3,120		3,264,206
North Carolina (State of) Turnpike Authority; Series 2011, Monroe Connector System State Appropriation RB (d)		5.00%		07/01/2036		2,870		3,058,042
17,102,977
North Dakota-0.75%
McLean (County of) (Great River Energy); Series 2010 B, Solid Waste Facilities RB		5.15%		07/01/2040		1,000		1,032,770

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

21                         Invesco Municipal Trust

	Interest Rate			Maturity Date		Principal Amount (000)		Value
North Dakota-(continued)
Ward (County of) (Trinity Obligated Group); Series 2017 C, Health Care Facilities RB		5.00%			06/01/2043	$	2,165	$	2,299,360
Series 2017 C, Health Care Facilities RB		5.00%			06/01/2048		1,930		2,038,755
5,370,885
Ohio-11.25%
Adams (County of) (Adams County Hospital); Series 2005, Hospital Facility Improvement RB (c)		6.25%			09/01/2020		250		243,710
Akron (City of) (Community Learning Centers); Series 2012, Ref. Income Tax RB		5.00%			12/01/2033		1,270		1,384,478
Akron, Bath & Copley Joint Township Hospital District; Series 2016, Ref. RB		5.25%			11/15/2046		2,645		2,912,330
Akron, Bath & Copley Joint Township Hospital District (Medical Center of Akron); Series 2012, RB		5.00%			11/15/2032		1,190		1,287,056
American Municipal Power, Inc.; Series 2015 A, Ref. RB		5.00%			02/15/2042		1,075		1,173,223
American Municipal Power, Inc. (Amp Fremont Energy Center); Series 2012, RB		5.00%			02/15/2037		2,470		2,650,730
American Municipal Power, Inc. (Combined Hydroelectric); Series 2009 C, RB		5.00%			02/15/2020		1,000		1,031,250
American Municipal Power, Inc. (Greenup Hydroelectric); Series 2016 A, RB		5.00%			02/15/2046		535		587,318
Bowling Green (City of) (CFP I LLC - Bowling Green State University); Series 2010, Student Housing RB (f)(g)		5.75%			06/01/2020		1,000		1,050,540
Buckeye Tobacco Settlement Financing Authority; Series 2007 A-2, Sr. Asset-Backed Turbo RB		5.75%			06/01/2034		255		238,188
Series 2007 A-2, Sr. Asset-Backed Turbo RB		5.88%			06/01/2047		7,655		7,186,131
Butler (County of) (Kettering Health Network Obligated Group); Series 2011, Hospital Facilities RB		6.38%			04/01/2036		375		407,580
Cincinnati (City of); Series 2011 A, Ref. Water System RB (d)		5.00%			12/01/2036		5,000		5,454,100
Cleveland (City of); Series 2005, Ref. Limited Tax GO Bonds (INS -AGM)(b)		5.50%			10/01/2019		2,825		2,885,963
Cleveland (City of) & Cuyahoga (County of) Port Authority (Constellation Schools); Series 2014 A, Ref. & Improvement Lease RB		6.50%			01/01/2034		1,100		1,134,221
Columbus City School District; Series 2009, School Facility Construction & Improvement Unlimited Tax GO Bonds (f)(g)		5.00%			06/01/2019		2,000		2,016,560
Cuyahoga (County of) (Medical Mart/Convention Center); Series 2010 F, Economic Development RB		5.00%			12/01/2027		500		527,915
Cuyahoga (County of) (Metrohealth System); Series 2017, Ref. Hospital RB		5.50%			02/15/2052		1,690		1,836,929
Franklin (County of) (Ohio Presbyterian Retirement Services); Series 2010 A, Health Care Facilities Improvement RB		5.63%			07/01/2026		1,000		1,030,510
Franklin (County of) (OhioHealth Corp.); Series 2011 A, Hospital Facilities RB (d)		5.00%			11/15/2036		930		997,546
Series 2011 A, Hospital Facilities RB		5.00%			11/15/2036		750		804,472
Series 2011 A, Hospital Facilities RB (d)		5.00%			11/15/2041		1,500		1,602,030
Gallia (County of) (Holzer Health System Obligated Group); Series 2012, Ref. & Improvement Hospital Facilities RB		8.00%			07/01/2042		1,550		1,708,642
Hamilton (County of); Series 2000 B, CAB Sales Tax RB (INS -AMBAC)(b)(i)		0.00%			12/01/2023		2,000		1,799,840
Series 2011 A, Ref. Sales Tax RB		5.00%			12/01/2032		1,000		1,080,160
Hamilton (County of) (Life Enriching Communities); Series 2016, Ref. Healthcare Improvement RB		5.00%			01/01/2046		1,490		1,527,980
Hamilton (County of) (Stratford Heights-University of Cincinnati); Series 2010, Ref. Student Housing RB (INS -AGM)(b)		5.00%			06/01/2030		1,000		1,037,410
Hamilton (County of) (Trihealth, Inc. Obligated Group); Series 2017 A, Hospital Facilities RB		5.00%			08/15/2047		2,470		2,707,466
Hancock (County of) (Blanchard Valley Regional Health Center); Series 2011 A, Hospital Facilities RB (f)(g)		6.25%			06/01/2021		1,300		1,429,519
Kent State University; Series 2009 B, General Receipts RB (f)(g)		5.00%			05/01/2019		920		925,097
Series 2009 B, General Receipts RB (INS -AGC)(b)		5.00	%		05/01/2028		80		80,404
Lucas (County of) (Lutheran Homes); Series 2010 A, Ref. & Improvement Health Care Facilities RB (f)(g)		7.00%			11/01/2020		1,000		1,085,070
Lucas (County of) (Promedica Healthcare); Series 2011 A, Hospital RB (f)(g)		5.75%			11/15/2021		1,000		1,106,300
Series 2011 A, Hospital RB (f)(g)		6.00%			11/15/2021		1,000		1,112,860
Lucas (County of), Ohio (ProMedica Healthcare System); Series 2018 A, Ref. Hospital RB		5.25%			11/15/2048		1,675		1,820,708

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

22                         Invesco Municipal Trust

	Interest Rate		Maturity Date		Principal Amount (000)		Value
Ohio-(continued)
Miami University; Series 2011, Ref. General Receipts RB (d)		5.00%		09/01/2031	$	5,050	$	5,407,742
Montgomery (County of) (Kettering Medical Center); Series 1996, Ref. & Improvement Hospital RB (INS -NATL)(b)		6.25%		04/01/2020		1,205		1,228,895
Montgomery (County of) (St. Leonard); Series 2010, Ref. & Improvement Health Care & MFH RB		6.38%		04/01/2030		1,000		1,033,150
Montgomery (County of) (Trousdale Foundation Properties); Series 2018 A, Sr. Living RB (e)		6.00%		04/01/2038		1,510		1,545,968
Norwood (City of) (Cornerstone at Norwood); Series 2006, Tax Increment Allocation Financing RB		6.20%		12/01/2031		1,340		1,340,201
Ohio (State of) (Portsmouth Bypass); Series 2015, Private Activity RB (INS - AGM)(b)(h)		5.00%		12/31/2039		805		887,432
Ohio (State of) Air Quality Development Authority (Columbus Southern Power Co.); Series 2009 B, Ref. RB		5.80%		12/01/2038		1,500		1,535,190
Ohio (State of) Air Quality Development Authority (Pratt Paper LLC); Series 2017, Exempt Facility RB (e)(h)		4.25%		01/15/2038		585		597,554
Ohio (State of) Higher Educational Facility Commission (Summa Health System); Series 2010, Hospital Facilities RB (f)(g)		5.75%		05/15/2020		635		665,176
Series 2010, Hospital Facilities RB		5.75%		11/15/2035		1,330		1,382,442
Series 2010, Hospital Facilities RB		5.75%		11/15/2040		220		227,920
Ohio (State of) Higher Educational Facility Commission (University of Dayton); Series 2011 A, RB		5.38%		12/01/2030		750		793,350
Ohio (State of) Housing Finance Agency (Covenant House Apartments); Series 2008 C, MFH Mortgage RB (CEP -GNMA)(h)		5.85%		09/20/2028		605		617,645
Ohio (State of) Housing Finance Agency (Mortgage-Backed Securities Program); Series 1999 A1, Residential Mortgage RB (CEP -GNMA)(h)		5.25%		09/01/2030		45		45,060
Ohio (State of) Municipal Electric Generation Agency (Joint Venture 5); Series 2001, Beneficial Interest Ctfs. (INS -NATL)(b)(i)		0.00%		02/15/2030		1,000		713,110
Ohio (State of) Turnpike Commission; Series 2010 A, Ref. RB (f)(g)		5.00%		02/15/2020		1,000		1,032,310
Ohio State University; Series 2010 D, RB (f)		5.00%		12/01/2030		45		57,598
Series 2010 D, RB		5.00%		12/01/2030		955		1,205,783
Summit (County of) Port Authority (University of Akron Student Housing); Series 2011, Lease RB (f)(g)		5.00%		01/01/2021		315		333,711
Series 2011, Lease RB		5.00%		01/01/2030		185		194,002
Toledo (City of); Series 2010, Ref. Various Purpose Improvement Limited Tax GO Bonds (INS -AGM)(b)		5.00%		12/01/2028		1,000		1,052,120
University of Cincinnati; Series 2010 F, General Receipts RB		5.00%		06/01/2034		750		788,827
University of Toledo; Series 2011 B, General Receipts RB(f)(g)		5.00%		06/01/2021		650		698,458
Vandalia Butler City School District; Series 2009, School Improvement Unlimited Tax GO Bonds (f)(g)		5.00%		06/01/2019		1,000		1,008,280
80,256,160
Oklahoma-1.63%
Edmond Public Works Authority; Series 2017, Sales Tax and Utility System RB (d)		5.00%		07/01/2042		2,735		3,096,622
Series 2017, Sales Tax and Utility System RB (d)		5.00%		07/01/2047		2,670		3,003,243
Oklahoma (State of) Development Finance Authority (OU Medicine); Series 2018 B, Health System RB		5.50%		08/15/2057		2,180		2,404,409
Oklahoma (State of) Development Finance Authority (Provident Oklahoma Education Resources, Inc.-Cross Village Student Housing); Series 2017, RB		5.00%		08/01/2052		1,945		1,820,287
Oklahoma (State of) Water Resources Board; Series 2018 C, Loan Program RB		4.00%		10/01/2048		1,260		1,305,902
11,630,463
Pennsylvania-3.73%
Allegheny (County of) Hospital Development Authority (Allegheny Health Network Obligated Group Issue); Series 2018 A, Ref. RB		5.00%		04/01/2047		1,600		1,752,416
Delaware River Port Authority; Series 2010 D, RB (f)(g)		5.00%		01/01/2020		2,750		2,827,413
Franklin (County of) Industrial Development Authority (Chambersburg Hospital); Series 2010, RB		5.38%		07/01/2042		1,900		1,977,653
Franklin (County of) Industrial Development Authority (Menno-Haven, Inc.); Series 2018, Ref. RB		5.00%		12/01/2024		500		539,985

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

23                         Invesco Municipal Trust

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Pennsylvania-(continued)
Pennsylvania (State of) Turnpike Commission; Series 2009 A, Sub. RB (f)(g)		5.00	%		06/01/2019	$	1,825	$	1,840,076
Series 2014 A, Motor License Fund Special RB		4.75	%		12/01/2037		990		955,815
Series 2018 A-2, Turnpike RB		5.00	%		12/01/2048		1,195		1,332,329
Series 2018 B, Sub. Oil Franchise Tax RB		5.25	%		12/01/2048		1,170		1,332,443
Subseries 2010 B-2, Sub. Conv. CAB Turnpike RB (f)(g)(j)		5.75	%		12/01/2020		2,250		2,408,873
Subseries 2010 B-2, Sub. Conv. CAB Turnpike RB (f)(g)(j)		6.00	%		12/01/2020		1,400		1,504,846
Subseries 2014 A-2, Sub. Conv. CAB Turnpike RB (j)		5.13	%		12/01/2039		2,000		1,729,000
Philadelphia (City of); Series 2017 A, Water & Wastewater RB		5.00	%		10/01/2052		1,100		1,225,477
Series 2017 B, Ref. Airport RB (h)		5.00	%		07/01/2047		4,940		5,435,532
Philadelphia (City of) Industrial Development Authority (Thomas Jefferson University); Series 2017 A, Ref. RB		5.00	%		09/01/2035		720		808,906
Series 2017 A, Ref. RB		5.00	%		09/01/2047		845		927,354
									26,598,118
Puerto Rico-2.30%
Children’s Trust Fund; Series 2002, Tobacco Settlement Asset-Backed RB		5.50	%		05/15/2039		3,450		3,485,363
Series 2002, Tobacco Settlement Asset-Backed RB		5.63	%		05/15/2043		1,490		1,505,585
Series 2005 A, Tobacco Settlement Asset-Backed RB (i)		0.00	%		05/15/2050		5,915		804,085
Puerto Rico (Commonwealth of); Series 2004 A, Public Improvement Unlimited Tax GO Bonds (INS-NATL)(b)		5.25	%		07/01/2021		490		494,582
Series 2006 A, Public Improvement Unlimited Tax GO Bonds, Floating Rate (INS - AGC) (CPI Rate + 1.00%)(b)(k)		3.46	%		07/01/2019		645		645,510
Puerto Rico (Commonwealth of) Electric Power Authority; Series 2007 VV, Ref. RB (INS - NATL)(b)		5.25	%		07/01/2033		735		782,510
Series 2007 VV, Ref. RB (INS - NATL)(b)		5.25	%		07/01/2035		645		682,887
Puerto Rico (Commonwealth of) Highway & Transportation Authority; Series 2007 N, Ref. Transportation RB (INS-NATL)(b)		5.25	%		07/01/2032		770		821,290
Series 2007 N, Ref. Transportation RB (INS - AGC)(b)		5.25	%		07/01/2034		1,205		1,336,899
Series 2007 N, Ref. Transportation RB (INS - AGC)(b)		5.25	%		07/01/2036		1,000		1,102,000
Puerto Rico (Commonwealth of) Public Buildings Authority; Series 2007 M-3, Ref. Government Facilities RB (INS - NATL)(b)		6.00	%		07/01/2024		2,020		2,079,792
Puerto Rico Sales Tax Financing Corp.; Series 2018 A-1, CAB RB (i)		0.00	%		07/01/2027		450		327,060
Series 2018 A-1, CAB RB (i)		0.00	%		07/01/2029		1,495		965,052
Series 2018 A-1, CAB RB (i)		0.00	%		07/01/2033		1,245		631,066
Series 2018 A-1, RB		4.50	%		07/01/2034		740		740,925
									16,404,606
South Carolina-1.50%
South Carolina (State of) Jobs-Economic Development Authority (Palmetto Health Alliance); Series 2009, Ref. & Improvement Hospital RB (f)(g)		5.75	%		08/01/2019		1,000		1,016,720
Series 2013 A, Ref. Hospital RB (f)(g)		5.25	%		08/01/2023		1,600		1,838,768
South Carolina (State of) Ports Authority; Series 2015, RB (h)		5.25	%		07/01/2050		1,865		2,041,410
Series 2015, RB (h)		5.25	%		07/01/2055		1,350		1,471,298
South Carolina (State of) Public Service Authority; Series 2014, Ref. RB		5.00	%		12/01/2046		1,190		1,281,594
South Carolina (State of) Public Service Authority (Santee Cooper); Series 2010 B, Ref. RB (d)		5.00	%		01/01/2033		3,000		3,076,890
									10,726,680

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

24                         Invesco Municipal Trust

	Interest Rate			Maturity Date		Principal Amount (000)		Value
South Dakota-0.46%
South Dakota (State of) Health & Educational Facilities Authority (Sanford Obligated Group); Series 2014 B, RB		5.00	%		11/01/2044	$	1,620	$	1,752,630
Series 2015, Ref. RB		5.00	%		11/01/2045		1,440		1,551,067
									3,303,697
Tennessee-0.51%
Greeneville (Town of) Health & Educational Facilities Board (Ballad Health); Series 2018 A, Ref. Hospital RB		5.00	%		07/01/2036		1,735		1,961,868
Tennessee Energy Acquisition Corp.; Series 2006 C, Gas RB		5.00	%		02/01/2024		120		132,803
Series A, Gas RB		5.25	%		09/01/2019		1,545		1,567,078
									3,661,749
Texas-15.96%
Austin (City of); Series 2012, Ref. Water & Wastewater System RB		5.00	%		11/15/2042		1,710		1,875,477
Clifton Higher Education Finance Corp. (International Leadership of Texas); Series 2018 D, Education RB		5.75	%		08/15/2033		1,675		1,741,581
Dallas (City of) (Civic Center Convention Complex); Series 2009, Ref. & Improvement RB (INS - AGC)(b)		5.00	%		08/15/2019		1,440		1,461,643
Dallas-Fort Worth (Cities of) International Airport; Series 2012 G, Ref. RB		5.00	%		11/01/2035		2,390		2,495,566
Series 2013 A, Joint Improvement RB (h)		5.00	%		11/01/2030		1,825		1,974,504
Gulf Coast Industrial Development Authority (ExxonMobil); Series 2012, VRD RB (o)		1.45	%		03/05/2019		6,500		6,500,000
Harris County Industrial Development Corp. (Deer Park Refining Limited Partnership); Series 2006, Solid Waste Disposal RB (f)(g)		5.00	%		12/01/2019		1,000		1,025,170
Houston (City of); Series 2011 D, First Lien Combined Utility System RB (d)		5.00	%		11/15/2031		1,865		2,016,774
Series 2011 D, First Lien Combined Utility System RB (d)		5.00	%		11/15/2033		900		972,252
Series 2011 D, First Lien Combined Utility System RB (d)		5.00	%		11/15/2036		995		1,072,421
Houston (City of) Airport System (United Airlines, Inc. Airport Improvement); Series 2015 C, Ref. RB (h)		5.00	%		07/15/2020		850		876,613
Houston (City of) Airport System (United Airlines, Inc. Terminal E); Series 2014, Ref. RB (h)		4.75	%		07/01/2024		2,225		2,399,062
La Vernia Higher Education Finance Corp. (Meridian World School); Series 2015 A, RB (e)		5.50	%		08/15/2045		1,330		1,367,067
Lower Colorado River Authority; Series 2012 A, Ref. RB (f)(g)		5.00	%		05/15/2022		5		5,500
Series 2012 A, Ref. RB		5.00	%		05/15/2030		2,335		2,541,998
Lower Colorado River Authority (LCRA Transmission Services Corp.); Series 2018, Ref. Transmission Contract RB		5.00	%		05/15/2043		1,960		2,207,156
Lower Colorado River Authority (LCRA Transmissions Services Corp.); Series 2011 A, Ref. RB		5.00	%		05/15/2041		1,400		1,478,162
New Hope Cultural Education Facilities Corp. (Presbyterian Village North); Series 2018, Ref. Retirement Facility RB		5.00	%		10/01/2031		560		571,514
Series 2018, Ref. Retirement Facility RB		5.00	%		10/01/2032		1,015		1,031,961
New Hope Cultural Education Facilities Finance Corp. (4-K Housing, Inc.-Stoney Brook); Series 2017 B, Sr. Living RB		5.00	%		07/01/2052		1,500		1,506,240
New Hope Cultural Education Facilities Finance Corp. (Carillon Lifecare Community); Series 2016, Ref. Retirement Facility RB		5.00	%		07/01/2036		1,000		1,032,740
New Hope Cultural Education Facilities Finance Corp. (CHF-Collegiate Housing College Station I, LLC-Texas A&M University); Series 2014 A, Student Housing RB (INS - AGM)(b)		5.00	%		04/01/2046		2,010		2,170,699
New Hope Cultural Education Facilities Finance Corp. (Longhorn Village); Series 2017, Ref. Retirement Facility RB		5.00	%		01/01/2047		1,115		1,121,378
North Texas Tollway Authority; Series 2008 I, Ref. First Tier System Conv. CAB RB (INS-AGC)(b)(j)		6.20	%		01/01/2042		1,000		1,206,160
Series 2011 A, Special Projects System RB (d)(f)(g)		5.50	%		09/01/2021		2,895		3,162,266
Series 2015 B, Ref. RB (d)(m)		5.00	%		01/01/2040		9,860		10,675,323
San Antonio (City of); Series 2013, Jr. Lien Electric & Gas Systems RB		5.00	%		02/01/2038		2,795		3,057,926
Tarrant County Cultural Education Facilities Finance Corp (d)		5.00	%		02/15/2047		3,455		3,820,746

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

25                         Invesco Municipal Trust

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Texas-(continued)
Tarrant County Cultural Education Facilities Finance Corp. (Air Force Village Obligated Group); Series 2016, Ref. Retirement Facilities RB		5.00	%		05/15/2037	$	1,915	$	1,960,175
Series 2016, Ref. Retirement Facilities RB		5.00	%		05/15/2045		1,540		1,555,646
Tarrant County Cultural Education Facilities Finance Corp. (Buckingham Senior Living Community, Inc.); Series 2007, Retirement Facility RB		5.63	%		11/15/2027		1,000		790,000
Series 2007, Retirement Facility RB		5.75	%		11/15/2037		550		434,500
Tarrant County Cultural Education Facilities Finance Corp. (C.C. Young Memorial Home); Series 2007, Retirement Facility RB		5.75	%		02/15/2025		355		355,344
Series 2017A, Retirement Facility RB		6.38	%		02/15/2048		1,940		2,056,982
Tarrant County Cultural Education Facilities Finance Corp. (Texas Health Resources System); Series 2016 A, Ref. RB		5.00	%		02/15/2041		4,225		4,687,384
Texas (State of) Transportation Commission; Series 2016 A, Highway Improvement Unlimited Tax GO Bonds		5.00	%		04/01/2044		1,695		1,907,672
Series 2019, First Tier Toll CAB RB (i)		0.00	%		08/01/2043		2,000		623,720
Texas (State of) Transportation Commission (Central Texas Turnpike System); Series 2012 A, Ref. First Tier RB		5.00	%		08/15/2041		4,130		4,374,909
Series 2015 B, Ref. CAB RB (i)		0.00	%		08/15/2036		3,475		1,698,615
Series 2015 B, Ref. CAB RB (i)		0.00	%		08/15/2037		1,175		547,245
Series 2015 C, Ref. Sub. RB		5.00	%		08/15/2042		5,585		5,942,161
Texas (State of) Water Development Board; Series 2017 A, RB		4.00	%		10/15/2035		1,395		1,502,206
Texas A&M University System Board of Regents; Series 2009 A, Financing System RB (f)(g)		5.00	%		05/15/2019		2,500		2,517,150
Texas Municipal Gas Acquisition & Supply Corp. I; Series 2008 D, Sr. Lien Gas Supply RB		6.25	%		12/15/2026		5,450		6,304,614
Texas Municipal Gas Acquisition & Supply Corp. III; Series 2012, Gas Supply RB		5.00	%		12/15/2027		1,500		1,633,050
Series 2012, Gas Supply RB		5.00	%		12/15/2028		1,475		1,601,289
Series 2012, Gas Supply RB		5.00	%		12/15/2030		1,500		1,616,355
Series 2012, Gas Supply RB		5.00	%		12/15/2031		4,475		4,806,553
Series 2012, Gas Supply RB		5.00	%		12/15/2032		1,000		1,071,060
Texas Private Activity Bond Surface Transportation Corp. (Blueridge Transportation Group, LLC SH 288 Toll Lanes); Series 2016, Sr. Lien RB (h)		5.00	%		12/31/2055		1,140		1,208,833
Texas Private Activity Bond Surface Transportation Corp. (NTE Mobility Partners LLC North Tarrant Express Management Lanes); Series 2009, Sr. Lien RB		6.88	%		12/31/2039		1,550		1,608,993
Texas Private Activity Bond Surface Transportation Corp. (NTE Mobility Partners LLC); Series 2013, Sr. Lien RB (h)		7.00	%		12/31/2038		1,475		1,706,427
									113,878,782
Utah-1.01%
Salt Lake City (City of); Series 2017 A, Airport RB (d)(h)		5.00	%		07/01/2047		2,705		2,992,731
Series 2018 A, Airport RB (h)		5.00	%		07/01/2048		1,305		1,456,641
Series 2018 A, Airport RB (h)		5.25	%		07/01/2048		1,735		1,978,230
Utah (State of) Charter School Finance Authority (Summit Academy); Series 2007 A, Charter School RB		5.80	%		06/15/2038		780		781,248
									7,208,850
Virgin Islands-0.61%
Virgin Islands (Government of) Public Finance Authority (Matching Fund Loan Note - Diageo); Series 2009 A, Sub. RB		6.63	%		10/01/2029		725		707,238
Virgin Islands (Government of) Public Finance Authority (Matching Fund Loan Note); Series 2009 B, Ref. Sr. Lien RB		5.00	%		10/01/2025		1,500		1,470,000
Series 2010 A, Sr. Lien RB		5.00	%		10/01/2025		425		416,500
Series 2010 A, Sr. Lien RB		5.00	%		10/01/2029		1,850		1,799,125
									4,392,863

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

26                         Invesco Municipal Trust

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Virginia-1.82%
Virginia (State of) Small Business Financing Authority (95 Express Lanes, LLC); Series 2017, Sr. Lien RB (h)		5.00	%		01/01/2040	$	2,355	$	2,460,104
Virginia (State of) Small Business Financing Authority (Elizabeth River Crossings Opco, LLC); Series 2012, Sr. Lien RB (h)		6.00	%		01/01/2037		795		868,848
Series 2012, Sr. Lien RB (h)		5.50	%		01/01/2042		2,950		3,151,691
Virginia (State of) Small Business Financing Authority (Express Lanes, LLC); Series 2012, Sr. Lien RB (h)		5.00	%		07/01/2034		3,530		3,706,994
Virginia (State of) Small Business Financing Authority (Transform 66P3); Series 2017, Sr. Lien Private Activity RB (h)		5.00	%		12/31/2056		2,600		2,795,702
									12,983,339
Washington-3.54%
Bellevue (City of) Convention Center Authority (Compound Interest); Series 1994, Ref. RB (INS -NATL)(b)(i)		0.00	%		02/01/2024		5,000		4,472,150
Chelan (County of) Public Utility District No. 1; Series 2011 A, Ref. Consolidated RB (h)		5.50	%		07/01/2026		1,525		1,643,935
Kalispel Tribe of Indians; Series 2018 A, RB (e)		5.25	%		01/01/2038		1,320		1,412,202
State of Washington; Series 2019 A, Various Purpose Unlimited Tax GO Bonds (d)		5.00	%		08/01/2042		1,875		2,161,819
Washington (State of) (SR 520 Corridor Program -Toll Revenue); Series 2011 C, Motor Vehicle Fuel Unlimited Tax GO Bonds (d)		5.00	%		06/01/2033		1,500		1,599,960
Washington (State of) Convention Center Public Facilities District; Series 2018, RB		5.00	%		07/01/2043		1,175		1,323,708
Series 2018, RB (d)		5.00	%		07/01/2048		4,190		4,683,959
Series 2018, RB		5.00	%		07/01/2048		840		933,374
Washington (State of) Health Care Facilities Authority (Catholic Health Initiatives); Series 2011 A, RB (d)		5.00	%		02/01/2041		2,325		2,393,657
Washington (State of) Health Care Facilities Authority (Swedish Health Services); Series 2011 A, RB (f)(g)		6.25	%		05/15/2021		1,025		1,125,132
Washington (State of) Higher Education Facilities Authority (Whitworth University); Series 2012, RB		5.25	%		10/01/2046		1,250		1,308,200
Washington (State of) Tobacco Settlement Authority; Series 2013, Ref. RB		5.25	%		06/01/2031		1,100		1,136,300
Series 2013, Ref. RB		5.25	%		06/01/2033		1,000		1,071,840
									25,266,236
West Virginia-0.46%
West Virginia (State of) Hospital Finance Authority (Thomas Health System); Series 2008, RB		6.00	%		10/01/2020		475		355,960
Series 2008, RB		6.25	%		10/01/2023		1,100		821,018
West Virginia (State of) Hospital Finance Authority (West Virginia United Health System Obligated Group); Series 2009 C, Ref. & Improvement RB (f)(g)		5.50	%		06/01/2019		2,080		2,099,469
									3,276,447
Wisconsin-2.13%
Public Finance Authority; Series 2016, Lease Development RB (d)		5.00	%		03/01/2046		3,735		4,077,985
Public Finance Authority (American Dream at Meadowlands); Series 2017, Limited Obligation Grant RB (e)		6.75	%		08/01/2031		915		997,011
Series 2017, Limited Obligation PILOT RB (e)		6.75	%		12/01/2042		2,135		2,387,144
Superior (City of) (Superior Water, Light & Power Co.); Series 2007 A, Ref. Collateralized Utility RB (h)		5.38	%		11/01/2021		450		451,233
Series 2007 B, Collateralized Utility RB (h)		5.75	%		11/01/2037		410		411,050
Wisconsin (State of); Series 2009 A, General Fund Annual Appropriation RB (f)(g)		5.38	%		05/01/2019		95		95,582
Series 2009 A, General Fund Annual Appropriation RB		5.38	%		05/01/2025		915		920,453
Wisconsin (State of) Public Finance Authority (Maryland Proton Treatment Center); Series 2018 A-1, Sr. RB (e)		6.38	%		01/01/2048		1,285		1,321,006

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

27                         Invesco Municipal Trust

	Interest Rate			Maturity Date		Principal Amount (000)		Value
Wisconsin-(continued)
Wisconsin (State of) Public Finance Authority (Prime Healthcare Foundation, Inc.); Series 2018 A, RB		5.20	%		12/01/2037	$	1,675	$	1,795,801
Series 2018 A, RB		5.35	%		12/01/2045		1,675		1,786,354
Wisconsin (State of) Public Finance Authority (Roseman University of Health Sciences); Series 2015, Ref. RB		5.75	%		04/01/2035		875		936,731
									15,180,350
Wyoming-0.51%
Sweetwater (County of) (Idaho Power Co.); Series 2006, Ref. PCR		5.25	%		07/15/2026		1,200		1,218,636
Wyoming (State of) Municipal Power Agency; Series 2017 A, Ref. Power Supply RB (INS - BAM)(b)(d)		5.00	%		01/01/2047		2,205		2,434,629
									3,653,265
TOTAL INVESTMENTS IN SECURITIES(q)-162.85% (Cost $1,116,053,810)									1,161,788,898
FLOATING RATE NOTE OBLIGATIONS-(27.79)%
Notes with interest and fee rates ranging from 2.22% to 2.66% at 02/28/2019 and contractual maturities of collateral ranging from 09/01/2022 to 04/01/2056 (See Note1J)(r)									(198,245,000	)
VARIABLE RATE MUNI TERM PREFERRED SHARES-(36.84)%									(262,789,497	)
OTHER ASSETS LESS LIABILITIES-1.78%									12,636,816
NET ASSETS APPLICABLE TO COMMON SHARES-100.00%								$	713,391,217

Abbreviations:

ACA - ACA Financial Guaranty Corp.

AGC - Assured Guaranty Corp.

AGM - Assured Guaranty Municipal Corp.

AMBAC - American Municipal Bond Assurance Corp.

BAM - Build America Mutual Assurance Co.

BHAC - Berkshire Hathaway Assurance Corp.

CAB - Capital Appreciation Bonds

CEP - Credit Enhancement Provider

Conv. - Convertible

COP - Certificates of Participation

CPI - Consumer Price Index

Ctfs. - Certificates

GNMA - Government National Mortgage Association

GO - General Obligation

INS - Insurer

Jr. - Junior

LIBOR - London Interbank Offered Rate

LOC - Letter of Credit

MFH - Multi-Family Housing

NATL - National Public Finance Guarantee Corp.

PCR - Pollution Control Revenue Bonds

PILOT - Payment-in-Lieu-of-Tax

RAC - Revenue Anticipation Certificates

RB - Revenue Bonds

Ref. - Refunding

RN - Revenue Notes

Sec. - Secured

SIFMA - Securities Industry and Financial Markets Association

Sr. - Senior

Sub. - Subordinated

USD - U.S. Dollar

VRD - Variable Rate Demand

Wts. - Warrants

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

28                         Invesco Municipal Trust

Notes to Schedule of Investments:

^(a)  Calculated as a percentage of net assets. Amounts in excess of 100% are due to the Trust’s use of leverage.

^(b)  Principal and/or interest payments are secured by the bond insurance company listed.

^(c)  Defaulted security. Currently, the issuer is in default with respect to principal and/or interest payments. The aggregate value of these securities at February 28, 2019 was $1,908,838, which represented less than 1% of the Trust’s Net Assets.

^(d)  Underlying security related to TOB Trusts entered into by the Trust. See Note 1J.

^(e)  Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”). The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at February 28, 2019 was $30,328,816, which represented 4.25% of the Trust’s Net Assets.

^(f)  Advance refunded; secured by an escrow fund of U.S. Government obligations or other highly rated collateral.

^(g)  Security has an irrevocable call by the issuer or mandatory put by the holder. Maturity date reflects such call or put.

^(h)  Security subject to the alternative minimum tax.

⁽ⁱ⁾  Zero coupon bond issued at a discount.

^(j)  Convertible CAB. The interest rate shown represents the coupon rate at which the bond will accrue at a specified future date.

^(k)  Interest or dividend rate is redetermined periodically. Rate shown is the rate in effect on February 28, 2019.

^(l)  The issuer is paying less than stated interest, but is not in default on principal because scheduled principal payments have not yet begun.

^(m)  Security is subject to a reimbursement agreement which may require the Trust to pay amounts to a counterparty in the event of a significant decline in the market value of the security underlying the TOB Trusts. In case of a shortfall, the maximum potential amount of payments the Trust could ultimately be required to make under the agreement is $16,070,000. However, such shortfall payment would be reduced by the proceeds from the sale of the security underlying the TOB Trusts.

⁽ⁿ⁾  Principal and interest payments are fully enhanced by a letter of credit from the bank listed or a predecessor bank, branch or subsidiary.

^(o)  Demand security payable upon demand by the Trust at specified time intervals no greater than thirteen months. Interest rate is redetermined periodically by the issuer or agent based on current market conditions. Rate shown is the rate in effect on February 28, 2019.

^(p)  Security subject to crossover refunding.

^(q)  Entities may either issue, guarantee, back or otherwise enhance the credit quality of a security. The entities are not primarily responsible for the issuer’s obligation but may be called upon to satisfy issuer’s obligations. No concentration of any single entity was greater than 5% each.

^(r) Floating rate note obligations related to securities held. The interest and fee rates shown reflect the rates in effect at February 28, 2019. At February 28, 2019, the Trust’s investments with a value of $305,706,829 are held by TOB Trusts and serve as collateral for the $198,245,000 in the floating rate note obligations outstanding at that date.

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

29                         Invesco Municipal Trust

Statement of Assets and Liabilities

February 28, 2019

Assets:
Investments in securities, at value (Cost $1,116,053,810)	$	1,161,788,898
Receivable for:
Investments sold		3,171,354
Interest		12,628,642
Investments matured, at value (Cost $976,277)		196,400
Investment for trustee deferred compensation and retirement plans		16,633
Other assets		12,104
Total assets		1,177,814,031
Liabilities:
Floating rate note obligations		198,245,000
Variable rate muni term preferred shares ($0.01 par value, 2,628 shares issued with liquidation preference of $100,000 per share)		262,789,497
Payable for:
Investments purchased		1,002,882
Dividends		85,008
Amount due custodian		1,660,543
Accrued fees to affiliates		8,357
Accrued interest expense		526,896
Accrued trustees’ and officers’ fees and benefits		4,698
Accrued other operating expenses		83,300
Trustee deferred compensation and retirement plans		16,633
Total liabilities		464,422,814
Net assets applicable to common shares	$	713,391,217

Net assets applicable to common shares consist of:
Shares of beneficial interest – common shares	$	700,082,427
Distributable earnings		13,308,790
	$	713,391,217
Common shares outstanding, no par value, with an unlimited number of common shares authorized:
Common shares outstanding		55,320,227
Net asset value per common share	$	12.90
Market value per common share	$	11.89

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

30                         Invesco Municipal Trust

Statement of Operations

For the year ended February 28, 2019

Investment income:
Interest	$	50,941,043
Expenses:
Advisory fees		6,514,957
Administrative services fees		159,014
Custodian fees		17,997
Interest, facilities and maintenance fees		10,159,097
Transfer agent fees		102,392
Trustees’ and officers’ fees and benefits		29,729
Registration and filing fees		56,632
Reports to shareholders		74,184
Professional services fees		100,302
Taxes		95,489
Other		107,413
Total expenses		17,417,206
Net investment income		33,523,837
Realized and unrealized gain (loss) from:
Net realized gain (loss) from Investment securities		16,334
Change in net unrealized appreciation (depreciation) of Investment securities		(10,788,835	)
Net realized and unrealized gain (loss)		(10,772,501	)
Net increase in net assets resulting from operations applicable to common shares	$	22,751,336

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

31                         Invesco Municipal Trust

Statement of Changes in Net Assets

For the years ended February 28, 2019 and 2018

	2019			2018
Operations:
Net investment income	$	33,523,837		$	39,330,488
Net realized gain (loss)		16,334			(277,099	)
Change in net unrealized appreciation (depreciation)		(10,788,835	)		(12,809,381	)
Net increase in net assets resulting from operations applicable to common shares		22,751,336			26,244,008
Distributions to common shareholders from distributable earnings(1)		(34,704,097	)		(39,742,051	)
Return of capital applicable to common shares		(1,408,968	)		–
Total distributions		(36,113,065	)		(39,742,051	)
Net increase (decrease) in net assets applicable to common shares		(13,361,729	)		(13,498,043	)
Net assets applicable to common shares:
Beginning of year		726,752,946			740,250,989
End of year	$	713,391,217		$	726,752,946

⁽¹⁾  The Securities and Exchange Commission eliminated the requirement to disclose distribution components separately, except for tax return of capital. For the year ended February 28, 2018, distributions to shareholders from distributable earnings consisted of distributions from net investment income.

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

32                         Invesco Municipal Trust

Statement of Cash Flows

For the year ended February 28, 2019

Cash provided by operating activities:
Net increase in net assets resulting from operations applicable to common shares	$	22,751,336
Adjustments to reconcile the change in net assets applicable to common shares from operations to net cash provided by operating activities:
Purchases of investments		(178,311,987	)
Proceeds from sales of investments		209,251,350
Purchases of short-term investments, net		(13,791,512	)
Amortization of premium on investment securities		6,123,236
Accretion of discount on investment securities		(2,633,923	)
Decrease in receivables and other assets		993,859
Increase in accrued expenses and other payables		202,346
Net realized gain from investment securities		(16,334	)
Net change in unrealized depreciation on investment securities		10,788,835
Net cash provided by operating activities		55,357,206
Cash provided by (used in) financing activities:
Dividends paid to common shareholders from distributable earnings		(34,710,202	)
Return of capital		(1,408,968	)
Increase in payable for amount due custodian		1,660,543
Proceeds of TOB Trusts		43,340,000
Repayments of TOB Trusts		(64,780,000	)
Net cash provided by (used in) financing activities		(55,898,627	)
Net decrease in cash and cash equivalents		(541,421	)
Cash and cash equivalents at beginning of period		541,421
Cash and cash equivalents at end of period	$	–
Supplemental disclosure of cash flow information:
Cash paid during the period for interest, facilities and maintenance fees	$	10,042,961

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

33                         Invesco Municipal Trust

Notes to Financial Statements

February 28, 2019

NOTE 1–Significant Accounting Policies

Invesco Municipal 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 seek to provide common shareholders with a high level of current income exempt from federal income tax, consistent with preservation of capital. Under normal market conditions, the Trust will invest at least 80% of its assets in municipal securities rated investment grade at the time of investment.

The Trust is an investment company and accordingly follows the investment company accounting and reporting guidance in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services – Investment Companies.

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

A. Security Valuations – Securities, including restricted securities, are valued according to the following policy.

Securities are fair valued using an evaluated quote provided by an independent pricing service approved by the Board of Trustees. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Pricing services generally value debt obligations assuming orderly transactions of institutional round lot size, but a trust may hold or transact in the same securities in smaller, odd lot sizes. Odd lots often trade at lower prices than institutional round lots. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Securities for which market quotations either 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. Some of the factors which may be considered in determining fair value are fundamental analytical data relating to the investment; the nature and duration of any restrictions on transferability or disposition; trading in similar securities by the same issuer or comparable companies; relevant political, economic or issuer specific news; and other relevant factors under the circumstances.

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

Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general 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 settlement date. Bond premiums and discounts are amortized and/or accreted over the lives of the respective securities. Pay-in-kind interest income and non-cash dividend income received in the form of securities in-lieu of cash are recorded at the fair value of the securities received. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date.

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

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

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

D. Distributions – The Trust declares and pays monthly dividends from net investment income to 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.

34                         Invesco Municipal Trust

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.

In addition, the Trust intends to invest in such municipal securities to allow it to qualify to pay shareholders “exempt dividends”, as defined in the Internal Revenue Code.

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

F. Interest, Facilities and Maintenance Fees – 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 Muni Term Preferred Shares (“VMTP 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. Floating Rate Note Obligations – The Trust invests in inverse floating rate securities, such as Tender Option Bonds (“TOBs”), for investment purposes and to enhance the yield of the Trust. Such securities may be purchased in the secondary market without first owning an underlying bond but generally are created through the sale of fixed rate bonds by the Trust to special purpose trusts established by a broker dealer or by the Trust (“TOB Trusts”) in exchange for cash and residual interests in the TOB Trusts’ assets and cash flows, which are in the form of inverse floating rate securities. The TOB Trusts finance the purchases of the fixed rate bonds by issuing floating rate notes to third parties and allowing the Trust to retain residual interests in the bonds. The floating rate notes issued by the TOB Trusts have interest rates that reset weekly and the floating rate note holders have the option to tender their notes to the TOB Trusts for redemption at par at each reset date. The residual interests held by the Trust (inverse floating rate securities) include the right of the Trust (1) to cause the holders of the floating rate notes to tender their notes at par at the next interest rate reset date, and (2) to transfer the municipal bond from the TOB Trust to the Trust, thereby collapsing the TOB Trust. Inverse floating rate securities tend to underperform the market for fixed rate bonds in a rising interest rate environment, but tend to outperform the market for fixed rate bonds when interest rates decline or remain relatively stable.

The Trust generally invests in inverse floating rate securities that include embedded leverage, thus exposing the Trust to greater risks and increased costs. The primary risks associated with inverse floating rate securities are varying degrees of liquidity and decreases in the value of such securities in response to changes in interest rates to a greater extent than fixed rate securities having similar credit quality, redemption provisions and maturity, which may cause the Trust’s net asset value to be more volatile than if it had not invested in inverse floating rate securities. In certain instances, the short-term floating rate notes created by the TOB Trust may not be able to be sold to third parties or, in the case of holders tendering (or putting) such notes for repayment of principal, may not be able to be remarketed to third parties. In such cases, the TOB Trust holding the fixed rate bonds may be collapsed with the entity that contributed the fixed rate bonds to the TOB Trust. In the case where a TOB Trust is collapsed with the Trust, the Trust will be required to repay the principal amount of the tendered securities, which may require the Trust to sell other portfolio holdings to raise cash to meet that obligation. The Trust could therefore be required to sell other portfolio holdings at a disadvantageous time or price to raise cash to meet this obligation, which risk will be heightened during times of market volatility, illiquidity or uncertainty. The embedded leverage in the TOB Trust could cause the Trust to lose more money than the value of the asset it has contributed to the TOB Trust and greater levels of leverage create the potential for greater losses. In addition, a Trust may enter into reimbursement agreements with the liquidity provider of certain TOB transactions in connection with certain residuals held by the Trust. These agreements commit a Trust to reimburse the liquidity provider to the extent that the liquidity provider must provide cash to a TOB Trust, including following the termination of a TOB Trust resulting from a mandatory tender event (“liquidity shortfall”). The reimbursement agreement will effectively make the Trust liable for the amount of the negative difference, if any, between the liquidation value of the underlying security and the purchase price of the floating rate notes issued by the TOB Trust.

The Trust accounts for the transfer of fixed rate bonds to the TOB Trusts as secured borrowings, with the securities transferred remaining in the Trust’s investment assets, and the related floating rate notes reflected as Trust liabilities under the caption Floating rate note obligations on the Statement of Assets and Liabilities. The carrying amount of the Trust’s floating rate note obligations as reported on the Statement of Assets and Liabilities approximates its fair value. The Trust records the interest income from the fixed rate bonds under the caption Interest and records the expenses related to floating rate obligations and any administrative expenses of the TOB Trusts as a component of Interest, facilities and maintenance fees on the Statement of Operations.

Final rules implementing section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Volcker Rule”) prohibit banking entities from engaging in proprietary trading of certain instruments and limit such entities’ investments in, and relationships with, “covered funds”, as defined in the rules. These rules preclude banking entities and their affiliates from sponsoring and/or providing services for existing TOB Trusts. A new TOB structure is being utilized by the Trust wherein the Trust, as holder of the residuals, will perform certain duties previously performed by banking entities as “sponsors” of TOB Trusts. These duties may be performed by a third-party service provider. The Trust’s expanded role under the new TOB structure may increase its operational and regulatory risk. The new structure is substantially similar to the previous

35                         Invesco Municipal Trust

structure; however, pursuant to the Volcker Rule, the remarketing agent would not be able to repurchase tendered floaters for its own account upon a failed remarketing. In the event of a failed remarketing, a banking entity serving as liquidity provider may loan the necessary funds to the TOB Trust to purchase the tendered floaters. The TOB Trust, not the Trust, would be the borrower and the loan from the liquidity provider will be secured by the purchased floaters now held by the TOB Trust. However, as previously described, the Trust would bear the risk of loss with respect to any liquidity shortfall to the extent it entered into a reimbursement agreement with the liquidity provider.

Further, the SEC and various banking agencies have adopted rules implementing credit risk retention requirements for asset-backed securities (the “Risk Retention Rules”). The Risk Retention Rules require the sponsor of a TOB Trust to retain at least 5% of the credit risk of the underlying assets supporting the TOB Trust’s municipal bonds. The Trust has adopted policies intended to comply with the Risk Retention Rules. The Risk Retention Rules may adversely affect the Trust’s ability to engage in TOB Trust transactions or increase the costs of such transactions in certain circumstances.

There can be no assurances that the new TOB structure will continue to be a viable form of leverage. Further, there can be no assurances that alternative forms of leverage will be available to the Trust in order to maintain current levels of leverage. Any alternative forms of leverage may be less advantageous to the Trust, and may adversely affect the Trust’s net asset value, distribution rate and ability to achieve its investment objective.

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

K. Other Risks - The value of, payment of interest on, repayment of principal for and the ability to sell a municipal security may be affected by constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives and the economics of the regions in which the issuers are located.

Since many municipal securities are issued to finance similar projects, especially those relating to education, health care, transportation and utilities, conditions in those sectors can affect the overall municipal securities market and the Trust’s investments in municipal securities.

There is some risk that a portion or all of the interest received from certain tax-free municipal securities could become taxable as a result of determinations by the Internal Revenue Service.

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 accrues daily and pays monthly an advisory fee to the Adviser based on the annual rate of 0.55% of the Trust’s average daily managed assets. Managed assets for this purpose means the Trust’s net assets, plus assets attributable to outstanding preferred shares and the amount of any borrowings incurred for the purpose of leverage (whether or not such borrowed amounts are reflected in the Trust’s financial statements for purposes of GAAP).

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

The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Trust has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Trust. For the year ended February 28, 2019, expenses incurred under this agreement are shown in the Statement of Operations as Administrative services fees. Also, Invesco has entered into a sub-administration agreement 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.

As of February 28, 2019, all of the securities in this Trust were valued based on Level 2 inputs (see the Schedule of Investments for security categories). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those

36                         Invesco Municipal Trust

securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

NOTE 4–Security Transactions with Affiliated Funds

The Trust is permitted to purchase or sell securities from or to certain other Invesco Funds under specified conditions outlined in procedures adopted by the Board of Trustees of the Trust. The procedures have been designed to ensure that any purchase or sale of securities by the Trust from or to another fund or portfolio that is or could be considered an affiliate by virtue of having a common investment adviser (or affiliated investment advisers), common Trustees and/or common officers complies with Rule 17a-7 of the 1940 Act. Further, as defined under the procedures, each transaction is effected at the current market price. Pursuant to these procedures, for the year ended February 28, 2019, the Trust engaged in securities purchases of $46,247,793 and securities sales of $26,926,058, which resulted in net realized gains (losses) of $0.

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. 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.

NOTE 6–Cash Balances and Borrowings

The Trust is permitted to temporarily carry a negative or overdrawn balance in its account with SSB, the custodian bank. Such balances, if any at 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.

Inverse floating rate obligations resulting from the transfer of bonds to TOB Trusts are accounted for as secured borrowings. The average floating rate notes outstanding and average annual interest and fee rate related to inverse floating rate note obligations during the year ended February 28, 2019 were $209,480,000 and 1.73%, respectively.

NOTE 7–Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Fiscal Years Ended February 28, 2019 and 2018

	2019		2018
Ordinary income	$	367,597	$	–
Ordinary income - tax-exempt income		34,336,500		39,742,051
Ordinary income - tax-exempt VMTP shares		6,477,984		5,056,848
Return of Capital		1,408,968		–
Total distributions	$	42,591,049	$	44,798,899

Tax Components of Net Assets at Period-End:

	2019
Net unrealized appreciation - investments	$	42,893,847
Temporary book/tax differences		(13,744	)
Capital loss carryforward		(29,571,313	)
Shares of beneficial interest		700,082,427
Total net assets	$	713,391,217

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 Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to book to tax accretion differences, TOBS 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.

37                         Invesco Municipal Trust

The Trust has a capital loss carryforward as of February 28, 2019, as follows:

Capital Loss Carryforward*
Expiration	Short-Term		Long-Term		Total
Not subject to expiration	$	13,914,655	$	15,656,658	$	29,571,313

* 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 8–Investment Transactions

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, 2019 was $177,559,919 and $209,872,704, respectively. Cost of investments, including any derivatives, on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed federal income tax reporting period-end.

Unrealized Appreciation (Depreciation) of Investments on a TaxBasis
Aggregate unrealized appreciation of investments	$	49,529,922
Aggregate unrealized (depreciation) of investments		(6,636,075	)
Net unrealized appreciation of investments	$	42,893,847

Cost of investments for tax purposes is $1,119,091,451.

NOTE 9–Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of expired capital loss carryforward and return of capital distribution, on February 28, 2019, undistributed net investment income was increased by $1,527,230, undistributed net realized gain (loss) was increased by $5,528,267 and shares of beneficial interest was decreased by $7,055,497. This reclassification had no effect on the net assets of the Trust.

NOTE 10–Common Shares of Beneficial Interest

Transactions in common shares of beneficial interest were as follows:

	Years ended February 28,
	2019		2018
Beginning shares		55,320,227		55,320,227
Shares issued through dividend reinvestment		-		-
Ending shares		55,320,227		55,320,227

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

NOTE 11–Variable Rate Muni Term Preferred Shares

On May 17, 2012, the Trust issued 1,787 Series 2015/12-VKQ VMTP Shares, 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 VMTP Shares on May 17, 2012 were used to redeem all of the Trust’s outstanding Auction Rate Preferred Shares (“ARPS”). In addition, the Trust issued 841 Series 2015/12-VKQ VMTP shares in connection with the reorganization of Invesco Van Kampen Massachusetts Value Municipal Income Trust, Invesco Van Kampen Ohio Quality Municipal Trust and Invesco Van Kampen Trust for Investment Grade New Jersey Municipals into the Trust with a liquidation preference of $100,000 per share. VMTP Shares are a floating-rate form of preferred shares with a mandatory redemption date and are considered debt for financial reporting purposes. On June 5, 2015, the Trust extended the term of the VMTP Shares and was required to redeem all outstanding VMTP Shares on December 31, 2018, unless earlier redeemed, repurchased or extended. On June 1, 2017, the Trust extended the term of the VMTP Shares and is required to redeem all outstanding VMTP Shares on December 1, 2020, unless earlier redeemed, repurchased or extended. VMTP Shares are subject to optional and mandatory redemption in certain circumstances. The redemption price per share is equal to the sum of the liquidation preference per share plus any accumulated but unpaid dividends and a redemption premium, if any. On or prior to the redemption date, the Trust will be required to segregate assets having a value equal to 110% of the redemption amount.

The Trust incurred costs in connection with the issuance of the VMTP Shares. These costs were recorded as a deferred charge and were amortized over the original three year life of the VMTP Shares. In addition, the Trust incurred costs in connection with the extension of the VMTP Shares that are recorded as a deferred charge and are being amortized over the extended term. Amortization of these costs is included in Interest, facilities and maintenance fees on the Statement of Operations, and the unamortized balance is included in the value of Variable rate muni term preferred shares on the Statement of Assets and Liabilities.

Dividends paid on the VMTP Shares (which are treated as interest expense for financial reporting purposes) are declared daily and paid monthly. The initial rate for dividends was equal to the sum of 1.10% per annum plus the Securities Industry and Financial Markets Association Municipal Swap Index (the “SIFMA” Index). As of February 28, 2019, the dividend rate is equal to the SIFMA Index plus a spread of 1.00%, which is based on the long term preferred share ratings assigned to the VMTP Shares by a ratings agency. The average aggregate liquidation preference outstanding and the average annualized dividend rate of the VMTP Shares during the year ended February 28, 2019 were $262,800,000 and 2.46%, respectively.

The Trust utilizes the VMTP Shares as leverage in order to enhance the yield of its common shareholders. The primary risk associated with VMTP Shares is exposing the net asset value of the common shares and total return to increased volatility if the value of the Trust decreases while the value

38                         Invesco Municipal Trust

of the VMTP Shares remains unchanged. Fluctuations in the dividend rates on the VMTP Shares can also impact the Trust’s yield or its distributions to common shareholders. The Trust is subject to certain restrictions relating to the VMTP Shares, such as maintaining certain asset coverage and leverage ratio requirements. Failure to comply with these restrictions could preclude the Trust from declaring any distributions to common shareholders or purchasing common shares and/or could trigger an increased rate which, if not cured, could cause the mandatory redemption of VMTP Shares at the liquidation preference plus any accumulated but unpaid dividends.

The liquidation preference of VMTP Shares, which approximates fair value, is recorded as a liability under the caption Variable rate muni term preferred shares on the Statement of Assets and Liabilities. The fair value of VMTP Shares is expected to be approximately their liquidation preference so long as the credit rating on the VMTP Shares, and therefore the “spread“ on the VMTP Shares (determined in accordance with the VMTP Shares’ governing document) remains unchanged. At period-end, the Trust’s Adviser has determined that fair value of VMTP Shares is approximately their liquidation preference. Fair value could vary if market conditions change materially. Unpaid dividends on VMTP Shares are recognized as Accrued interest expense on the Statement of Assets and Liabilities. Dividends paid on VMTP Shares are recognized as a component of Interest, facilities and maintenance fees on the Statement of Operations.

NOTE 12–Dividends

The Trust declared the following dividends to common shareholders from net investment income subsequent to February 28, 2019:

Declaration Date	Amount per Share		Record Date		Payable Date
March 1, 2019	$	0.0517		March 13, 2019		March 29, 2019
April 1, 2019	$	0.0517		April 12, 2019		April 30, 2019

NOTE 13–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, 2016			Year Ended     February 28,     2015
	2019			2018			2017
Net asset value per common share, beginning of period	$	13.14		$	13.38		$	14.11		$	14.15		$	13.31
Net investment income(a)		0.61			0.71			0.76			0.83			0.80
Net gains (losses) on securities (both realized and unrealized)		(0.20	)		(0.23	)		(0.71	)		(0.05	)		0.85
Total from investment operations		0.41			0.48			0.05			0.78			1.65
Less: Dividends paid to common shareholders from net investment income		(0.63	)		(0.72	)		(0.78	)		(0.82	)		(0.81	)
Return of capital		(0.02	)		–			–			–			–
Total distributions		(0.65	)		(0.72	)		(0.78	)		(0.82	)		(0.81	)
Net asset value per common share, end of period	$	12.90		$	13.14		$	13.38		$	14.11		$	14.15
Market value per common share, end of period	$	11.89		$	11.82		$	12.63		$	13.02		$	12.74
Total return at net asset value(b)		3.83	%		3.99	%		0.54	%		6.40	%		13.37	%
Total return at market value(c)		6.39	%		(0.90	)%		2.85	%		9.06	%		11.27	%
Net assets applicable to common shares, end of period (000’s omitted)	$	713,391		$	726,753		$	740,251		$	780,532		$	782,996
Portfolio turnover rate(d)		15	%		14	%		14	%		11	%		10	%

Ratios/supplemental data based on average net assets

applicable to common shares outstanding:

Ratio of expenses:

With fee waivers and/or expense reimbursements	2.43	%(e)	2.24	%	1.88	%	1.55	%	1.64	%
With fee waivers and/or expense reimbursements excluding interest, facilities and maintenance fees	1.01	%(e)	1.01	%	0.98	%	0.97	%	1.02	%
Without fee waivers and/or expense reimbursements	2.43	%(e)	2.24	%	1.88	%	1.55	%	1.64	%
Ratio of net investment income to average net assets	4.68	%(e)	5.27	%	5.41	%	5.98	%	5.76	%

Senior securities:

Total amount of preferred shares outstanding (000’s omitted)	$	262,789	$	262,800	$	262,800	$	262,800	$	262,800
Asset coverage per preferred share(f)	$	371,454	$	376,542	$	381,676	$	397,006	$	397,934
Liquidating preference per preferred share	$	100,000	$	100,000	$	100,000	$	100,000	$	100,000

^(a) Calculated using average shares outstanding.

^(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year, if applicable.

^(c) Total return assumes an investment at the common share market price at the beginning of the period indicated, reinvestment of all distributions for the period in accordance with the Trust’s dividend reinvestment plan, and sale of all shares at the closing common share market price at the end of the period indicated. Not annualized for periods less than one year, if applicable.

^(d) Portfolio turnover is calculated at the fund level 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 $715,935.

39                         Invesco Municipal Trust

^(f)  Calculated by subtracting the Trust’s total liabilities (not including preferred shares, at liquidation value) from the Trust’s total assets and dividing this by the total number of preferred shares outstanding.

40                         Invesco Municipal Trust

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of Invesco Municipal Trust:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Invesco Municipal Trust (the “Trust”) as of February 28, 2019, the related statements of operations and cash flows for the year ended February 28, 2019, the statement of changes in net assets for each of the two years in the period ended February 28, 2019, including the related notes, and the financial highlights for each of the five years in the period ended February 28, 2019 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of February 28, 2019, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period ended February 28, 2019 and the financial highlights for each of the five years in the period ended February 28, 2019 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Trust’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of February 28, 2019 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Houston, TX

April 29, 2019

We have served as the auditor of one or more of the investment companies in the Invesco group of investment companies since at least 1995. We have not been able to determine the specific year we began serving as auditor.

41                         Invesco Municipal 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 lnternal 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, 2019:

Federal and State Income Tax
Qualified Dividend Income*	0	%
Corporate Dividends Received Deduction*	0	%
U.S. Treasury Obligations*	0	%
Tax-Exempt Interest Dividends*	99.10	%

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

42                         Invesco Municipal Trust

Trustees and Officers

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

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 Persons
Martin L. Flanagan1 – 1960 Trustee and Vice Chair	2014	Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Trustee and Vice Chair, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business Formerly: Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Chairman and Chief Executive Officer, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, Invesco Holding Company (US), Inc. (formerly 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)	158	None
Philip A. Taylor2 – 1954 Trustee	2014	Vice Chair, Invesco Ltd.; Director, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); Trustee, The Invesco Funds Formerly: Head of the Americas and Senior Managing Director, Invesco Ltd.; Director, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) (registered transfer agent); Chief Executive Officer, Invesco Corporate Class Inc. (corporate mutual fund company); Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); Senior Vice President, The Invesco Funds; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.) (financial services holding company); Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, Van Kampen Exchange Corp; President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust); Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust only); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent); Director and Chairman, 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 Canada Fund Inc. (corporate mutual fund company); 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 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.	158	None

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 Municipal 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
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: Member of the Audit Committee, Investment Company Institute; Member of the Executive Committee and Chair of the Governance Committee, Independent Directors Council	158	Director and Chairman of the Audit Committee, ALPS (Attorneys Liability Protection Society) (insurance company); Director and Member of the Audit Committee and Compensation Committee, Ferroglobe PLC (metallurgical company)
David C. Arch – 1945 Trustee		1991	Chairman of Blistex Inc. (consumer health care products manufacturer); Member, World Presidents’ Organization	158	Board member of the Illinois Manufacturers’ Association
Jack M. Fields – 1952 Trustee		2014	Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Chairman, Discovery Learning Alliance (non-profit) Formerly: Owner and Chief Executive Officer, Dos Angeles Ranch L.P. (cattle, hunting, corporate entertainment); Director, Insperity, Inc. (formerly known as Administaff) (human resources provider); 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	158	None
Cynthia Hostetler – 1962 Trustee		2017	Non-Executive Director and Trustee of a number of public and private business corporations Formerly: Director, Aberdeen Investment Funds (4 portfolios); Head of Investment Funds and Private Equity, Overseas Private Investment Corporation; President, First Manhattan Bancorporation, Inc.; Attorney, Simpson Thacher & Bartlett LLP	158	Vulcan Materials Company (construction materials company); Trilinc Global Impact Fund; Genesee & Wyoming, Inc. (railroads); Artio Global Investment LLC (mutual fund complex); Edgen Group, Inc. (specialized energy and infrastructure products distributor); Investment Company Institute (professional organization); Independent Directors Council (professional organization)
Eli Jones – 1961 Trustee		2016	Professor and Dean, Mays Business School – Texas A&M University Formerly: Professor and Dean, Walton College of Business, University of Arkansas and E.J. Ourso College of Business, Louisiana State University; Director, Arvest Bank	158	Insperity, Inc. (formerly known as Administaff) (human resources provider)
Anthony J. LaCava,Jr. – 1956 Trustee		2019	Formerly: Director and Member of the Audit Committee, Blue Hills Bank and Managing Partner, KPMG LLP	158	Blue Hills Bank; Chairman, Bentley University; Member, Business School Advisory Council; KPMG LLP
Prema Mathai-Davis – 1950 Trustee		2014	Retired Co-Owner & Partner of Quantalytics Research, LLC, (a FinTech Investment Research Platform for the Self-Directed Investor)	158	None
Teresa M. Ressel – 1962 Trustee		2017	Non-executive director and trustee of a number of public and private business corporations Formerly: Chief Financial Officer, Olayan America, The Olayan Group (international investor/commercial/industrial); Chief Executive Officer, UBS Securities LLC; Group Chief Operating Officer, Americas, UBS AG; Assistant Secretary for Management & Budget and CFO, US Department of the Treasury	158	Atlantic Power Corporation (power generation company); ON Semiconductor Corp. (semiconductor supplier)
Ann Barnett Stern – 1957 Trustee		2017	President and Chief Executive Officer, Houston Endowment Inc. (private philanthropic institution) Formerly: Executive Vice President and General Counsel, Texas Children’s Hospital; Attorney, Beck, Redden and Secrest, LLP; Business Law Instructor, University of St. Thomas; Attorney, Andrews & Kurth LLP	158	Federal Reserve Bank of Dallas
Raymond Stickel, Jr. – 1944 Trustee		2014	Retired Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios); Partner, Deloitte & Touche	158	None
Robert C. Troccoli – 1949 Trustee		2016	Adjunct Professor, University of Denver – Daniels College of Business Formerly: Senior Partner, KPMG LLP	158	None
Christopher L. Wilson –1957 Trustee		2017	Non-executive director and trustee of a number of public and private business corporations Formerly: Director, TD Asset Management USA Inc. (mutual fund complex) (22 portfolios); Managing Partner, CT2, LLC (investing and consulting firm); President/Chief Executive Officer, Columbia Funds, Bank of America Corporation; President/Chief Executive Officer, CDC IXIS Asset Management Services, Inc.; Principal & Director of Operations, Scudder Funds, Scudder, Stevens & Clark, Inc.; Assistant Vice President, Fidelity Investments	158	ISO New England, Inc. (non-profit organization managing regional electricity market)

T-2                             Invesco Municipal 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
Sheri Morris – 1964 President, Principal Executive Officer and Treasurer	2010	President, Principal Executive Officer and Treasurer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); and Vice President, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust Formerly: Vice President and Principal Financial Officer, The Invesco Funds; 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, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust and Invesco Actively Managed Exchange-Traded Fund Trust	N/A	N/A
Russell C. Burk – 1958 Senior Vice President and Senior Officer	2014	Senior Vice President and Senior Officer, The Invesco Funds	N/A	N/A
Jeffrey H. Kupor – 1968 Senior Vice President, Chief Legal Officer and Secretary	2018	Head of Legal of the Americas, Invesco Ltd.; Senior Vice President and Secretary, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Secretary, Invesco Indexing LLC; Secretary, W.L. Ross & Co., LLC; Secretary and Vice President, Jemstep, Inc. Formerly: Head of Legal, Worldwide Institutional, Invesco Ltd.; Secretary and General Counsel, INVESCO Private Capital Investments, Inc.; Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Assistant Secretary, INVESCO Asset Management (Bermuda) Ltd.; Secretary and General Counsel, Invesco Private Capital, Inc.; Assistant Secretary and General Counsel, INVESCO Realty, Inc.; Secretary and General Counsel, Invesco Senior Secured Management, Inc.; and Secretary, Sovereign G./P. Holdings Inc.	N/A	N/A
Andrew R. Schlossberg – 1974 Senior Vice President	2019	Head of the Americas and Senior Managing Director, Invesco Ltd.; Director and Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) (registered transfer agent); Senior Vice President, The Invesco Funds; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management) and Invesco UK Limited; Director, President and Chairman, Invesco Insurance Agency, Inc.; Director and Chief Executive, Invesco Asset Management Limited and Invesco Fund Managers Limited Formerly: Assistant Vice President, The Invesco Funds; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director and Chief Executive, Invesco Administration Services Limited and Invesco Global Investment Funds Limited; Director, Invesco Distributors, Inc.; Head of EMEA, Invesco Ltd.; President, Invesco Actively Managed Exchange-Traded Commodity Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II and Invesco India Exchange-Traded Fund Trust; Managing Director and Principal Executive Officer, Invesco Capital Management LLC	N/A	N/A
John M. Zerr – 1962 Senior Vice President	2010	Chief Operating Officer of the Americas; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Director and Vice President, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) Senior Vice President, The Invesco Funds; Managing Director, Invesco Capital Management LLC; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Senior Vice President, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.); Manager, Invesco Indexing LLC; Invesco Canada Funds Advisory Board Member; Director, President Chief Executive Officer, Invesco Corporate Class Inc. (corporate mutual fund company); and Director, Chairman, President and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent)	N/A	N/A

T-3                         Invesco Municipal 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)
		Formerly: Director and Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Secretary, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.); Chief Legal Officer and Secretary, The Invesco Funds; Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.); Chief Legal Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Secretary, Invesco Indexing LLC; Director, Secretary, General Counsel and Senior Vice President, Van Kampen Exchange Corp.; Director, Vice President and Secretary, IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Director and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director and Secretary, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco AIM Advisers, Inc. and Van Kampen Investments Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco AIM Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser)
Gregory G. McGreevey – 1962 Senior Vice President	2012	Senior Managing Director, Invesco Ltd.; Director, Chairman, President, and Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Invesco Mortgage Capital, Inc. and Invesco Senior Secured Management, Inc.; and Senior Vice President, The Invesco Funds Formerly: Senior Vice President, Invesco Management Group, Inc. and Invesco Advisers, Inc.; Assistant Vice President, The Invesco Funds	N/A	N/A
Kelli Gallegos – 1970 Vice President, Principal Financial Officer and Assistant Treasurer	2010	Vice President and Treasurer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Vice President, Principal Financial Officer and Assistant Treasurer, The Invesco Funds; Principal Financial and Accounting Officer — Pooled Investments, Invesco Capital Management LLC Formerly: Assistant Treasurer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Assistant Treasurer, Invesco Capital Management LLC; Assistant Vice President, The Invesco Funds	N/A	N/A
Tracy Sullivan – 1962 Vice President, Chief Tax Officer and Assistant Treasurer	2010	Vice President, Chief Tax Officer and Assistant Treasurer, The Invesco Funds; Assistant Treasurer, Invesco Capital Management LLC, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust Formerly: Assistant Vice President, The Invesco Funds	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., The Invesco Funds, and Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; 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. Formerly: Anti-Money Laundering Compliance Officer, Van Kampen Exchange Corp. and Invesco Management Group, Inc.	N/A	N/A
Robert R. Leveille – 1969 Chief Compliance Officer	2016	Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser); and Chief Compliance Officer, The Invesco Funds Formerly: Chief Compliance Officer, Putnam Investments and the Putnam Funds	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	Auditors PricewaterhouseCoopers LLP 1000 Louisiana Street, Suite 5800 Houston, TX 77002-5021	Custodian State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110-2801
Counsel to the Fund Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103-7018	Transfer Agent Computershare Trust Company, N.A. 250 Royall Street Canton, MA 02021

T-4                         Invesco Municipal Trust

Correspondence information

Send general correspondence to Computershare Trust Company, N.A., P.O. Box 505000, Louisville, KY 40233-5000.

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 Forms N-Q (or any successor Form). The most recent list of portfolio holdings is available at invesco.com/us. Shareholders can also look up the Trust’s Forms N-Q (or any successor Form) on the SEC website at sec.gov. The SEC file number for the Trust is shown below.

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

SEC file number: 811-06362 VK-CE-MUNI-AR-1 04242019 1435

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, Bruce L. Crockett, Cynthia Hostetler, Anthony J. LaCava, Jr., Teresa M. Ressel, Raymond Stickel, Jr. and Robert C. Troccoli. David C. Arch, Bruce L. Crockett, Cynthia Hostetler, Anthony J. LaCava, Jr., Teresa M. Ressel, Raymond Stickel, Jr. and Robert Troccoli are “independent” within the meaning of that term as used in Form N-CSR.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

PricewaterhouseCoopers LLP (“PwC”) informed the Trust that it has identified an issue related to its independence under Rule 2-01(c)(1)(ii)(A) of Regulation S-X (referred to as the Loan Rule). The Loan Rule prohibits accounting firms, such as PricewaterhouseCoopers LLP, from being deemed independent if they have certain financial relationships with their audit clients or certain affiliates of those clients. The Trust is required under various securities laws to have its financial statements audited by an independent accounting firm.

The Loan Rule specifically provides that an accounting firm would not be independent if it or certain affiliates and covered persons receives a loan from a lender that is a record or beneficial owner of more than ten percent of an audit client’s equity securities (referred to as a “more than ten percent owner”). For purposes of the Loan Rule, audit clients include the Funds as well as all registered investment companies advised by the Adviser and its affiliates, including other subsidiaries of the Adviser’s parent company, Invesco Ltd. (collectively, the Invesco Fund Complex). PricewaterhouseCoopers LLP informed the Trust it and certain affiliates and covered persons have relationships with lenders who hold, as record owner, more than ten percent of the shares of certain funds within the Invesco Fund Complex.

On June 20, 2016, the SEC Staff issued a “no-action” letter to another mutual fund complex (see Fidelity Management & Research Company et al., No-Action Letter) related to the audit independence issue described above. In that letter, the SEC confirmed that it would not recommend enforcement action against a fund that relied on audit services performed by an audit firm that was not in compliance with the Loan Rule in certain specified circumstances. On May 2, 2018, the SEC proposed amendments to the Loan Rule that, if adopted as proposed, would address many of the issues that led to issuance of the no-action letter. In connection with prior independence determinations, PricewaterhouseCoopers LLP communicated, as contemplated by the no-action letter, that it believes that it remains objective and impartial and that a reasonable investor possessing all the facts would conclude that PricewaterhouseCoopers LLP is able to exhibit the requisite objectivity and impartiality to report on the Funds’ financial statements as the independent registered public accounting firm. PricewaterhouseCoopers LLP also represented that it has complied with PCAOB Rule 3526(b)(1) and (2), which are conditions to the Funds relying on the no action letter, and affirmed that it is an independent accountant within the meaning of PCAOB Rule 3520. Therefore, the Adviser, the Funds and PricewaterhouseCoopers LLP concluded that PricewaterhouseCoopers LLP could continue as the Funds’ independent registered public

accounting firm. The Invesco Fund Complex relied upon the no-action letter in reaching this conclusion.

If in the future the independence of PricewaterhouseCoopers LLP is called into question under the Loan Rule by circumstances that are not addressed in the SEC’s no-action letter, the Funds will need to take other action in order for the Funds’ filings with the SEC containing financial statements to be deemed compliant with applicable securities laws. Such additional actions could result in additional costs, impair the ability of the Funds to issue new shares or have other material adverse effects on the Funds. The SEC no-action relief was initially set to expire 18 months from issuance but has been extended by the SEC without an expiration date, except that the no-action letter will be withdrawn upon the effectiveness of any amendments to the Loan Rule designed to address the concerns expressed in the letter.

PwC advised the Registrant’s Audit Committee that PwC had identified two matters for consideration under the SEC’s auditor independence rules. PwC stated that a PwC Manager and a PwC Senior Manager each held financial interests in investment companies within the Invesco Fund Complex that were inconsistent with the requirements of Rule 2-01(c)(1) of Regulation S-X.

PwC advised the Audit Committee that it believes its objectivity and impartiality had not been adversely affected by these matters as they related to the audit of the Registrant. In reaching this conclusion, PwC noted, among other things, that during the time of its audit, the engagement team was not aware of the investments, neither individual was in the chain of command of the audit or the audit partners of Invesco or the affiliate of the Registrant, the services each individual provided were not relied upon by the audit engagement team with respect to the audit of the affiliate of the Registrant and the investments were not material to the net worth of either individual or their immediate family members.

Additionally, PWC advised the Registrant’s Audit Committee that PwC had identified one matter for consideration under the SEC’s auditor independence rules. PwC stated that a PwC Director held a financial interest in an investment company within the Invesco Fund Complex that was inconsistent with the requirements of Rule 2-01(c)(1)(i)(A) of Regulation S-X. PwC advised the Audit Committee that it believes its objectivity and impartiality had not been adversely affected by this matter as they related to the audit of Registrant. In reaching this conclusion, PwC noted, among other things, the engagement team was not aware of the investment, the PwC Director was not in the chain of command of the audit or audit partners of Invesco, the services provided by the individual were not relied upon by the audit engagement team with respect to the audit of the Registrant and the investment was not material to the net worth of the individual or his immediate family members.

(a) to (d)

Fees Billed by PwC 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 2019		Fees Billed for Services Rendered to the Registrant for fiscal year end 2018
Audit Fees	$	52,825	$	44,825
Audit-Related Fees	$	0	$	0
Tax Fees(1)	$	5,700	$	7,650
All Other Fees	$	0	$	0
Total Fees	$	58,525	$	52,475

(g) PwC billed the Registrant aggregate non-audit fees of $5,700 for the fiscal year ended 2019, and $7,650 for the fiscal year ended 2018, for non-audit services rendered to the Registrant.

(1) Tax Fees for the fiscal year end February 28, 2019 includes fees billed for reviewing tax returns and/or services related to tax compliance. Tax Fees for fiscal year end February 28, 2018 included fees billed for reviewing tax returns and/or services related to tax compliance.

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 2019 That Were Required to be Pre-Approved by the Registrant’s Audit Committee		Fees Billed for Non-Audit Services Rendered to Invesco and Invesco Affiliates for fiscal year end 2018 That Were Required to be Pre-Approved by the Registrant’s Audit Committee
Audit-Related Fees(1)	$	690,000	$	662,000
Tax Fees	$	0	$	0
All Other Fees(2)	$	0	$	611,000
Total Fees	$	690,000	$	1,273,000

(1) Audit-Related Fees for the year end 2019 include fees billed related to reviewing controls at a service organization. Audit-Related Fees for the year end 2018 included fees billed related to reviewing controls at a service organization.

(2) All Other Fees for the year end 2018 included fees billed related to the assessments for certain of the company’s risk management tools, current state analysis against regulatory requirements and identification of structural and organizational alternatives, informed by industry practices, for certain of the company’s administrative activities and functions.

(e)(2) There were no amounts that were pre-approved by the Audit Committee pursuant to the de minimus exception under Rule 2-01 of Regulation S-X.

(f) Not applicable.

(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 $4,240,000 for the fiscal year ended February 28, 2019, and $4,101,000 for the fiscal year ended February 28, 2018, for non-audit services rendered to Invesco and Invesco Affiliates.

PwC provided audit services to the Investment Company complex of approximately $25 million.

(h) The Audit Committee also has considered whether the provision of non-audit services that were rendered to Invesco and Invesco Affiliates that were not required to be pre-approved pursuant to SEC regulations, if any, is compatible with maintaining PwC’s independence.

(e)(1)

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES

POLICIES AND PROCEDURES

As adopted by the Audit Committees

of the Invesco Funds (the “Funds”)

Last Amended March 29, 2017

I. Statement of Principles

The Audit Committees (the “Audit Committee”) of the Boards of Trustees of the Funds (the “Board”) have adopted these policies and procedures (the “Procedures”) with respect to the pre-approval of audit and non-audit services to be provided by the Funds’ independent auditor (the “Auditor”) to the Funds, and to the Funds’ investment adviser(s) and any entity controlling, controlled by, or under common control with the investment adviser(s) that provides ongoing services to the Funds (collectively, “Service Affiliates”).

Under Section 202 of the Sarbanes-Oxley Act of 2002, all audit and non-audit services provided to the Funds by the Auditor must be preapproved by the Audit Committee. Rule 2-01 of Regulation S-X requires that the Audit Committee also pre-approve a Service Affiliate’s engagement of the Auditor for non-audit services if the engagement relates directly to the operations and financial reporting of the Funds (a “Service Affiliate’s Covered Engagement”).

These Procedures set forth the procedures and the conditions pursuant to which the Audit Committee may pre-approve audit and non-audit services for the Funds and a Service Affiliate’s Covered Engagement pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”) and other organizations and regulatory bodies applicable to the Funds (“Applicable Rules”).¹ They address both general pre-approvals without consideration of specific case-by-case services (“general pre-approvals”) and pre-approvals on a case-by-case basis (“specific pre-approvals”). Any services requiring pre-approval that are not within the scope of general pre-approvals hereunder are subject to specific pre-approval. These Procedures also address the delegation by the Audit Committee of pre-approval authority to the Audit Committee Chair or Vice Chair.

¹  Applicable Rules include, for example, New York Stock Exchange (“NYSE”) rules applicable to closed-end funds managed by Invesco and listed on NYSE.

II. Pre-Approval of Fund Audit Services

The annual Fund audit services engagement, including terms and fees, is subject to specific pre-approval by the Audit Committee. Audit services include the annual financial statement audit and other procedures required to be performed by an independent auditor to be able to form an opinion on the Funds’ financial statements. The Audit Committee will receive, review and consider sufficient information concerning a proposed Fund audit engagement to make a reasonable evaluation of the Auditor’s qualifications and independence. The Audit Committee will oversee the Fund audit services engagement as necessary, including approving any changes in terms, audit scope, conditions and fees.

In addition to approving the Fund audit services engagement at least annually and specifically approving any changes, the Audit Committee may generally or specifically pre-approve engagements for other audit services, which are those services that only an independent auditor reasonably can provide. Other audit services may include services associated with SEC registration statements, periodic reports and other documents filed with the SEC.

III. General and Specific Pre-Approval of Non-Audit Fund Services

The Audit Committee will consider, at least annually, the list of General Pre-Approved Non-Audit Services which list may be terminated or modified at any time by the Audit Committee. To inform the Audit Committee’s review and approval of General Pre-Approved Non-Audit Services, the Funds’ Treasurer (or his or her designee) and Auditor shall provide such information regarding independence or other matters as the Audit Committee may request.

Any services or fee ranges that are not within the scope of General Pre-Approved Non-Audit Services have not received general pre-approval and require specific pre-approval. Each request for specific pre-approval by the Audit Committee for services to be provided by the Auditor to the Funds must be submitted to the Audit Committee by the Funds’ Treasurer (or his or her designee) and must include detailed information about the services to be provided, the fees or fee ranges to be charged, and other relevant information sufficient to allow the Audit Committee to consider whether to pre-approve such engagement, including evaluating whether the provision of such services will impair the independence of the Auditor and is otherwise consistent with Applicable Rules.

IV. Non-Audit Service Types

The Audit Committee may provide either general or specific pre-approval of audit-related, tax or other services, each as described in more detail below.

a. Audit-Related Services

“Audit-related services” are assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s financial statements or that are traditionally performed by an independent auditor. Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as “Audit services”; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; services related to mergers, acquisitions or dispositions; compliance with ratings agency requirements and interfund lending activities; and assistance with internal control reporting requirements.

b. Tax Services

“Tax services” include, but are not limited to, the review and signing of the Funds’ federal tax returns, the review of required distributions by the Funds and consultations regarding tax matters such as the tax treatment of new investments or the impact of new regulations. The Audit Committee will not approve proposed services of the Auditor which the Audit Committee believes are to be provided in connection with a service or transaction initially recommended by the Auditor, the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Audit Committee will consult with the Funds’ Treasurer (or his or her designee) and may consult with outside counsel or advisers as necessary to ensure the consistency of tax services rendered by the Auditor with the foregoing policy. The Auditor shall not represent any Fund or any Service Affiliate before a tax court, district court or federal court of claims.

Each request to provide tax services under either the general or specific pre-approval of the Audit Committee will include a description from the Auditor in writing of (i) the scope of the service, the fee structure for the engagement, and any side letter or other amendment to the engagement letter, or any other agreement (whether oral, written, or otherwise) between the Auditor and the Funds, relating to the service; and (ii) any compensation arrangement or other agreement, such as a referral agreement, a referral fee or fee-sharing arrangement, between the Auditor (or an affiliate of the Auditor) and any person (other than the Funds or Service Affiliates receiving the services) with respect to the promoting, marketing, or recommending of a transaction covered by the service. The Auditor will also discuss with the Audit Committee the potential effects of the services on the independence of the Auditor, and document the substance of its discussion with the Audit Committee.

c. Other Services

The Audit Committee may pre-approve other non-audit services so long as the Audit Committee believes that the service will not impair the independence of the Auditor. Appendix I includes a list of services that the Auditor is prohibited from performing by the SEC rules. Appendix I also includes a list of services that would impair the Auditor’s independence unless the Audit Committee reasonably concludes that the results of the services will not be subject to audit procedures during an audit of the Funds’ financial statements.

V. Pre-Approval of Service Affiliate’s Covered Engagements

Rule 2-01 of Regulation S-X requires that the Audit Committee pre-approve a Service Affiliate’s engagement of the Auditor for non-audit services if the engagement relates directly to the operations and financial reporting of the Funds, defined above as a “Service Affiliate’s Covered Engagement”.

The Audit Committee may provide either general or specific pre-approval of any Service Affiliate’s Covered Engagement, including for audit-related, tax or other services, as described above, if the Audit Committee believes that the provision of the services to a Service Affiliate will not impair the independence of the Auditor with respect to the Funds. Any Service Affiliate’s Covered Engagements that are not within the scope of General Pre-Approved Non-Audit Services have not received general pre-approval and require specific pre-approval.

Each request for specific pre-approval by the Audit Committee of a Service Affiliate’s Covered Engagement must be submitted to the Audit Committee by the Funds’ Treasurer (or his or her designee) and must include detailed information about the services to be provided, the fees or fee ranges to be charged, a description of the current status of the pre-approval process involving other audit committees in the Invesco investment company complex (as defined in Rule 2-201 of Regulation S-X) with respect to the proposed engagement, and other relevant information sufficient to allow the Audit Committee to consider whether the provision of such services will impair the independence of the Auditor from the Funds. Additionally, the Funds’ Treasurer (or his or her designee) and the Auditor will provide the Audit Committee with a statement that the proposed engagement requires pre-approval by the Audit Committee, the proposed engagement, in their view, will not impair the independence of the Auditor and is consistent with Applicable Rules, and the description of the proposed engagement provided to the Audit Committee is consistent with that presented to or approved by the Invesco audit committee.

Information about all Service Affiliate engagements of the Auditor for non-audit services, whether or not subject to pre-approval by the Audit Committee, shall be provided to the Audit Committee at least quarterly, to allow the Audit Committee to consider whether the provision of such services is compatible with maintaining the Auditor’s independence from the Funds. The Funds’ Treasurer and Auditor shall provide the Audit Committee with sufficiently detailed information about the scope of services provided and the fees for such services, to ensure that the Audit Committee can adequately consider whether the provision of such services is compatible with maintaining the Auditor’s independence from the Funds.

VI. Pre-Approved Fee Levels or Established Amounts

Pre-approved fee levels or ranges for audit and non-audit services to be provided by the Auditor to the Funds, and for a Service Affiliate’s Covered Engagement, under general pre-approval or specific pre-approval will be set periodically by the Audit Committee. Any proposed fees exceeding 110% of the maximum pre-approved fee levels or ranges for such services or engagements will be promptly presented to the Audit Committee and will require specific pre-approval by the Audit Committee before payment of any additional fees is made.

VII. Delegation

The Audit Committee hereby delegates, subject to the dollar limitations set forth below, specific authority to its Chair, or in his or her absence, Vice Chair, to pre-approve audit and non-audit services proposed to be provided by the Auditor to the Funds and/or a Service Affiliate’s Covered Engagement, between Audit Committee meetings. Such delegation does not preclude the Chair or Vice Chair from declining, on a case by case basis, to exercise his or her delegated authority and instead convening the Audit Committee to consider and pre-approve any proposed services or engagements.

Notwithstanding the foregoing, the Audit Committee must pre-approve: (a) any non-audit services to be provided to the Funds for which the fees are estimated to exceed $500,000; (b) any Service Affiliate’s Covered Engagement for which the fees are estimated to exceed $500,000; or (c) any cost increase to any previously approved service or engagement that exceeds the greater of $250,000 or 50% of the previously approved fees up to a maximum increase of $500,000.

VIII. Compliance with Procedures

Notwithstanding anything herein to the contrary, failure to pre-approve any services or engagements that are not required to be pre-approved pursuant to the de minimis exception provided for in Rule 2-01(c)(7)(i)(C) of Regulation S-X shall not constitute a violation of these Procedures. The Audit Committee has designated the Funds’ Treasurer to ensure services and engagements are pre-approved in compliance with these Procedures. The Funds’ Treasurer will immediately report to the Chair of the Audit Committee, or the Vice Chair in his or her absence, any breach of these Procedures that comes to the attention of the Funds’ Treasurer or any services or engagements that are not required to be pre-approved pursuant to the de minimis exception provided for in Rule 2-01(c)(7)(i)(C) of Regulation S-X.

On at least an annual basis, the Auditor will provide the Audit Committee with a summary of all non-audit services provided to any entity in the investment company complex (as defined in section 2-01(f)(14) of Regulation S-X, including the Funds and Service Affiliates) that were not pre-approved, including the nature of services provided and the associated fees.

IX. Amendments to Procedures

All material amendments to these Procedures must be approved in advance by the Audit Committee. Non-material amendments to these Procedures may be made by the Legal and Compliance Departments and will be reported to the Audit Committee at the next regularly scheduled meeting of the Audit Committee.

Appendix I

Non-Audit Services That May Impair the Auditor’s Independence

The Auditor is not independent if, at any point during the audit and professional engagement, the Auditor provides the following non-audit services:

• Management functions;

• Human resources;

• Broker-dealer, investment adviser, or investment banking services ;

• Legal services;

• Expert services unrelated to the audit;

• Any service or product provided for a contingent fee or a commission;

• Services related to marketing, planning, or opining in favor of the tax treatment of confidential transactions or aggressive tax position transactions, a significant purpose of which is tax avoidance;

• Tax services for persons in financial reporting oversight roles at the Fund; and

• Any other service that the Public Company Oversight Board determines by regulation is impermissible.

An Auditor is not independent if, at any point during the audit and professional engagement, the Auditor provides the following non-audit services unless it is reasonable to conclude that the results

of the services will not be subject to audit procedures during an audit of the Funds’ financial statements:

• Bookkeeping or other services related to the accounting records or financial statements of the audit client;

• Financial information systems design and implementation;

• Appraisal or valuation services, fairness opinions, or contribution-in-kind reports;

• Actuarial services; and

• Internal audit outsourcing services.

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, Bruce L. Crockett, Cynthia Hostetler, Anthony J. LaCava, Jr., Teresa M. Ressel, Raymond Stickel, Jr. and Robert C. Troccoli.

(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.

Invesco’s Policy Statement on Global Corporate Governance and Proxy Voting

I. Guiding Principles and Philosophy

Public companies hold shareholder meetings, attended by the company’s executives, directors, and shareholders, during which important issues, such as appointments to the company’s board of directors, executive compensation, and auditors, are addressed and where applicable, voted on. Proxy voting gives shareholders the opportunity to vote on issues that impact the company’s operations and policies without being present at 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, this Policy and the operating guidelines and procedures of Invesco’s regional investment centers.

Invesco investment teams vote proxies on behalf of Invesco-sponsored funds and non-fund advisory clients that have explicitly granted Invesco authority in writing to vote proxies on their behalf.

The proxy voting process at Invesco, which is driven by investment professionals, focuses on maximizing long-term value for our clients, protecting clients’ rights and promoting governance structures and practices that reinforce the accountability of corporate management and boards of directors to shareholders. Invesco takes a nuanced approach to voting and, therefore, many matters to be voted upon are reviewed on a case by case basis.

Votes in favor of board or management proposals should not be interpreted as an indication of insufficient consideration by Invesco fund managers. Such votes may reflect the outcome of past or ongoing engagement and active ownership by Invesco with representatives of the companies in which we invest.

II. Applicability of this Policy

This Policy sets forth the framework of Invesco’s corporate governance approach, broad philosophy and guiding principles that inform the proxy voting practices of Invesco’s investment teams around the world. Given the different nature of these teams and their respective investment processes, as well as the significant differences in regulatory regimes and market practices across jurisdictions, not all aspects of this Policy may apply to all Invesco investment teams at all times. In the case of a conflict between this Policy and the operating guidelines and procedures of a regional investment center the latter will control.

III. Proxy Voting for Certain Fixed Income, Money Market Accounts and Index

For proxies held by certain client accounts managed in accordance with fixed income, money market and index strategies (including exchange traded funds), Invesco will typically vote in line with the majority holder of the active-equity shares held by Invesco outside of those strategies (“Majority Voting”). In this manner Invesco seeks to leverage the active-equity 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 those accounts, absent certain types of conflicts of interest, which are discussed elsewhere in this Policy.

IV. Conflicts of Interest

There may be occasions where voting proxies may present a real or perceived conflict of interest between Invesco, as investment manager, and one or more of Invesco’s clients or vendors. Under Invesco’s Code of Conduct, Invesco entities and individuals are strictly prohibited from putting personal benefit, whether tangible or intangible, before the interests of clients. “Personal benefit” includes any intended benefit for Invesco, oneself or any other individual, company, group or organization of any kind whatsoever, except a benefit for the relevant Invesco client.

Firm-level Conflicts of Interest

A conflict of interest may exist if Invesco has a material business relationship with, or is actively soliciting business from, either the company soliciting a proxy or a third party that has a material

interest in the outcome of a proxy vote or that is actively lobbying for a particular outcome of a proxy vote (e.g., issuers that are distributors of Invesco’s products, or issuers that employ Invesco to manage portions of their retirement plans or treasury accounts). Invesco’s proxy governance team maintains a list of all such issuers for which a conflict of interest exists.

If the proposal that gives rise to the potential conflict is specifically addressed by this Policy or the operating guidelines and procedures of the relevant regional investment center, Invesco generally will vote the proxy in accordance therewith. Otherwise, based on a majority vote of its members, the Global IPAC (as described below) will vote the proxy.

Because this Policy and the operating guidelines and procedures of each regional investment center are pre-determined and crafted to be in the best economic interest of clients, applying them to vote client proxies should, in most instances, adequately resolve any potential conflict of interest. As an additional safeguard, persons from Invesco’s marketing, distribution and other customer-facing functions may not serve on the Global IPAC. For the avoidance of doubt, Invesco may not consider Invesco Ltd.’s pecuniary interest when voting proxies on behalf of clients.

Personal Conflicts of Interest

A conflict also may exist where an Invesco employee has a known personal relationship with other proponents of proxy proposals, participants in proxy contests, corporate directors, or candidates for directorships.

All Invesco personnel with proxy voting responsibilities are required to report any known personal conflicts of interest regarding proxy issues with which they are involved. In such instances, the individual(s) with the conflict will be excluded from the decision-making process relating to such issues.

Other Conflicts of Interest

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 in client accounts from time to time.² Shares of an Invesco-sponsored fund held by other Invesco funds will be voted in the same proportion as the votes of external shareholders of the underlying fund.

V. Use of Third-Party Proxy Advisory Services

Invesco may supplement its internal research with information from third-parties, such as proxy advisory firms. However, Invesco generally retains full and independent discretion with respect to proxy voting decisions.

As part of its fiduciary obligation to clients, Invesco performs extensive initial and ongoing due diligence on the proxy advisory firms it engages. This includes reviews of information regarding

²  Generally speaking, Invesco does not invest for its clients in the shares of Invesco Ltd., however, limited exceptions apply in the case of funds or accounts designed to track an index that includes Invesco Ltd. as a component.

the capabilities of their research staffs and internal controls, policies and procedures, including those relating to possible conflicts of interest. In addition, Invesco regularly monitors and communicates with these firms and monitors their compliance with Invesco’s performance and policy standards.

VI. Global Proxy Voting Platform and Administration

Guided by its philosophy that investment teams should manage proxy voting, Invesco has created the Global Invesco Proxy Advisory Committee (“Global IPAC”). The Global IPAC is a global investments-driven committee comprised of representatives from various investment management teams and Invesco’s Global Head of Proxy Governance and Responsible Investment (“Head of Proxy Governance”). The Global IPAC provides a forum for investment teams to monitor, understand and discuss key proxy issues and voting trends within the Invesco complex. Absent a conflict of interest, the Global IPAC representatives, in consultation with the respective investment team, are responsible for voting proxies for the securities the team manages (unless such responsibility is explicitly delegated to the portfolio managers of the securities in question) In addition to the Global IPAC, for some clients, third parties (e.g., U.S. mutual fund boards) provide oversight of the proxy process. The Global IPAC and Invesco’s proxy administration and governance team, compliance and legal teams regularly communicate and review this Policy and the operating guidelines and procedures of each regional investment center to ensure that they remain consistent with clients’ best interests, regulatory requirements, governance trends and industry best practices.

Invesco maintains a proprietary global proxy administration platform, known as the “fund manager portal” and supported by the Head of Proxy Governance 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 managing conflicts of interest issuers. 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 that enable Invesco to satisfy client, regulatory and management requirements. Historical proxy voting information, including commentary by investment professionals regarding the votes they cast, where applicable, is stored to build institutional knowledge across the Invesco complex with respect to individual companies and proxy issues. Certain investment teams also use the platform to access third-party proxy research.

VII. Non-Votes

In the great majority of instances, Invesco can vote proxies successfully. However, in certain circumstances Invesco may refrain from voting where the economic or other opportunity costs of voting 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. For example:

• Invesco may not receive proxy materials from the relevant fund or client custodian with sufficient time and information to make an informed independent voting decision. In such cases, Invesco may choose not to vote, to abstain from voting, to vote in line with

management or to vote in accordance with proxy advisor recommendations. These matters are left to the discretion of the fund manager.

• If the security in question is on loan as part of a securities lending program, Invesco may determine that the benefit to the client of voting a particular proxy is outweighed by the revenue that would be lost by terminating the loan and recalling the securities.

• In some countries the exercise of voting rights imposes temporary transfer restrictions on the related securities (“share blocking”). Invesco generally refrains from voting proxies in share-blocking countries unless Invesco determines that the benefit to the client(s) of voting a specific proxy outweighs the client’s temporary inability to sell the security.

• Some companies require a representative to attend meetings in person 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.

VIII. Proxy Voting Guidelines

The following guidelines describe Invesco’s general positions on various common proxy voting issues. This list is not intended to be exhaustive or prescriptive. As noted above, Invesco’s proxy process is investor-driven, and each fund manager retains ultimate discretion to vote proxies in the manner they deem most appropriate, consistent with Invesco’s proxy voting principles and philosophy discussed in Sections I through IV. Individual proxy votes therefore will differ from these guidelines from time to time.

Invesco generally affords management discretion with respect to the operation of a company’s business, and will generally support a board’s discretion on proposals relating to ordinary business practices and routine matters, unless there is insufficient information to decide about the nature of the proposal.

Invesco generally abstains from voting on or opposes proposals that are “bundled” or made contingent on each other (e.g., proposals to elect directors and approve compensation plans) where there is insufficient information to decide about the nature of the proposals.

A. Shareholder Access and Treatment of Shareholder Proposals – General

Invesco reviews on a case by case basis but 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, provided that such proposals would not require a disproportionate amount of management attention or corporate resources or otherwise that may inappropriately disrupt the company’s business and main purpose, usually set out in their reporting disclosures and business model. Likewise, Invesco reviews on a case by case basis but 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 (for example, where minority shareholders’ rights are not adequately protected).

B. Environmental, Social and Corporate Responsibility Issues

Invesco believes that a company’s long-term response to environmental, social and corporate responsibility issues can significantly affect its long-term shareholder value. We recognize that to manage a corporation effectively, directors and management may consider not only the interests of shareholders, but also the interests of employees, customers, suppliers, creditors and the local community, among others. While Invesco generally affords management discretion with respect to the operation of a company’s business, Invesco generally will evaluate proposals relating to environmental, social and corporate responsibility issues on a case by case basis and will vote on those proposals in a manner intended to maximize long-term shareholder value. Invesco may choose, however, to abstain on voting on proposals relating to environmental, social and corporate responsibility issues.

Invesco reviews on a case by case basis but generally supports the following proposals relating to these issues:

• Gender pay gap proposals

• Political contributions disclosure/political lobbying disclosure/political activities and action

• Data security, privacy, and internet issues

• Report on climate change/climate change action

• Gender diversity on public boards

C. Capitalization Structure Issues

i. Stock Issuances

Invesco generally supports a board’s decisions about the need for additional capital stock to meet ongoing corporate needs, except where the request could adversely affect Invesco clients’ ownership stakes or voting rights. Some capitalization proposals, such as those to authorize common or preferred stock with special voting rights or to issue additional stock in connection with an acquisition, may require additional analysis. Invesco generally opposes proposals to issue additional stock without preemptive rights, as those issuances do not permit shareholders to share proportionately in any new issues of stock of the same class. Invesco generally opposes proposals to authorize classes of preferred stock with unspecified voting, conversion, dividend or other rights (“blank check” stock) when they appear to be intended as an anti-takeover mechanism; such issuances may be supported when used for general financing purposes.

ii. Stock Splits

Invesco generally supports a board’s proposal to increase common share authorization for a stock split, provided that the increase in authorized shares would not result in excessive dilution given the company’s industry and performance in terms of shareholder returns.

iii. Share Repurchases

Invesco generally supports a board’s proposal to institute open-market share repurchase plans only if all shareholders participate on an equal basis.

D. Corporate Governance Issues

i. General

Invesco reviews on a case by case basis but generally supports the following proposals related to governance matters:

• Adopt proxy access right

• Require independent board chairperson

• Provide right to call special meetings

• Provide right to act by written consent

• Submit shareholder rights plan (poison pill) to shareholder vote

• Reduce supermajority vote requirement

• Remove antitakeover provisions

• Declassify the board of directors

• Require a majority vote for election of directors

• Require majority of independent directors on the board

• Approve executive appointment

• Adopt exclusive forum provision

Invesco generally supports a board’s discretion to amend a company’s articles concerning routine matters, such as formalities relating to shareholder meetings. Invesco generally opposes non-routine amendments to a company’s articles if any of the proposed amendments would limit shareholders’ rights or there is insufficient information to decide about the nature of the proposal.

ii. Board of Directors

1. Director Nominees in Uncontested Elections

Subject to the other considerations described below, in an uncontested director election for a company without a controlling shareholder, Invesco generally votes in favor of the director slate if it is comprised of at least a majority of independent directors and if the board’s key committees are fully independent, effective and balanced. Key committees include the audit, compensation/remuneration and governance/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.

2. Director Nominees in Contested Elections

Invesco recognizes that short-term investment sentiments influence the corporate governance landscape and may influence companies in Invesco clients’ portfolios and more broadly across the market. Invesco recognizes that short-term investment sentiment may conflict with long-term value creation and as such looks at each proxy contest matter on a case by case basis, considering factors such as:

• Long-term financial performance of the company relative to its industry,

• Management’s track record,

• Background to the proxy contest,

• Qualifications of director nominees (both slates),

• Evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met, and

• Stock ownership positions in the company.

3. Director Accountability

Invesco generally withholds votes from directors who exhibit a lack of accountability to shareholders. Examples include, without limitation, poor attendance (less than 75%, absent extenuating circumstances) at meetings, director “overboarding” (as described below), failing to implement shareholder proposals that have received a majority of votes and/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. Invesco generally supports shareholder proposals relating to the competence of directors that are in the best interest of the company’s performance and the interest of its shareholders. In situations where directors’ performance is a concern,

Invesco may also support shareholder proposals to take corrective actions such as so-called “clawback” provisions.

Invesco generally withholds votes from directors who serve on an excessive number of boards of directors (“overboarding”). Examples of overboarding may include when (i) a non-executive director is sitting on more than six public company boards, and (ii) a CEO is sitting on the board of more than two public companies besides the CEO’s own company, excluding the boards of majority-owned subsidiaries of the parent company.

4. Director Independence

Invesco generally supports proposals to require a majority of directors to be independent unless particular circumstances make this not feasible or in the best interests of shareholders. We generally vote for proposals that would require the board’s audit, compensation/remuneration, and/or governance/nominating committees to be composed exclusively of independent directors since this minimizes the potential for conflicts of interest.

5. Director Indemnification

Invesco recognizes that individuals may be reluctant to serve as corporate directors if they are personally liable for all related lawsuits and legal costs. As a result, reasonable limitations on directors’ liability can benefit a company and its shareholders by helping to attract and retain qualified directors while preserving recourse for shareholders in the event of misconduct by directors. Accordingly, unless there is insufficient information to make a decision about the nature of the proposal, Invesco will generally support a board’s discretion regarding proposals to limit directors’ liability and provide indemnification and/or exculpation, provided that the arrangements are limited to the director acting honestly and in good faith with a view to the best interests of the company and, in criminal matters, are limited to the director having reasonable grounds for believing the conduct was lawful.

6. Separate Chairperson and CEO

Invesco evaluates these proposals on a case by case basis, recognizing that good governance requires either an independent chair or a qualified, proactive, and lead independent director.

Voting decisions may consider, among other factors, the presence or absence of:

• a designated lead director, appointed from the ranks of the independent board members, with an established term of office and clearly delineated powers and duties;

• a majority of independent directors;

• completely independent key committees;

• committee chairpersons nominated by the independent directors;

• CEO performance reviewed annually by a committee of independent directors; and

• established governance guidelines.

7. Majority/Supermajority/Cumulative Voting for Directors

The right to elect directors is the single most important mechanism shareholders have to promote accountability. Invesco generally votes in favor of proposals to elect directors by a majority vote. Except in cases where required by law in the jurisdiction of incorporation or when a company has adopted formal governance principles that present a meaningful alternative to the majority voting standard, Invesco generally votes against actions that would impose any supermajority voting requirement, and generally supports actions to dismantle existing supermajority requirements.

The practice of cumulative voting can enable minority shareholders to have representation on a company’s board. Invesco generally opposes such proposals as unnecessary where the company has adopted a majority voting standard. However, 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.

8. 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.

9. Board Size

Invesco believes that the number of directors is an important factor to consider when evaluating the board’s ability to maximize long-term shareholder value. Invesco approaches proxies relating to board size on a case by case basis but generally will defer to the board with respect to determining the optimal number of board members, provided that the proposed board size is sufficiently large to represent shareholder interests and sufficiently limited to remain effective.

10. Director Term Limits and Retirement Age

Invesco believes it is important for a board of directors to examine its membership regularly with a view to ensuring that the company continues to benefit from a diversity of director viewpoints and experience. We generally believe that an individual board’s nominating committee is best positioned to determine whether director term limits would be an appropriate measure to help achieve these goals and, if so, the nature of such limits. Invesco generally opposes proposals to limit the tenure of outside directors through mandatory retirement ages.

iii. Audit Committees and Auditors

1. Qualifications of Audit Committee and Auditors

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 Audit Committee and holds its members accountable for the quality of the company’s financial statements and reports.

2. Auditor Indemnifications

A company’s independent auditors play a critical role in ensuring and attesting to the integrity of the company’s financial statements. It is therefore essential that they perform their work in accordance with the highest standards. Invesco generally opposes proposals that would limit the liability of or indemnify auditors because doing so could serve to undermine this obligation.

3. Adequate Disclosure of Auditor Fees

Understanding the fees earned by the auditors is important for assessing auditor independence. Invesco’s support for the re-appointment of the auditors will take into consideration the availability of adequate disclosure concerning the amount and nature of audit versus non-audit fees. Invesco generally will support proposals that call for this disclosure if it is not already being made.

E. Remuneration and Incentives

Invesco believes properly constructed compensation plans that include equity ownership are effective in creating incentives that induce management and employees of portfolio 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.

i. Independent Compensation/Remuneration Committee

Invesco believes that an independent, experienced and well-informed compensation/remuneration committee is critical to ensuring that a company’s remuneration practices align with shareholders’ interests and, therefore, generally supports proposals calling for a compensation/remuneration committee to be comprised solely of independent directors.

ii. Advisory Votes on Executive Compensation

Invesco believes that an independent compensation/remuneration committee of the board, with input from management, is generally best positioned to determine the appropriate components and levels of executive compensation, as well as the appropriate frequency of related shareholder advisory votes. This is particularly the case where shareholders can express their views on remuneration matters through annual votes for or against the election of the individual directors who comprise the compensation/remuneration committee. Invesco, therefore, generally will support management’s recommendations regarding the components and levels of executive compensation and the frequency of shareholder advisory votes on executive compensation.

However, Invesco will vote against such recommendations where Invesco determines that a company’s executive remuneration policies are not properly aligned with shareholder interests or may create inappropriate incentives for management.

iii. 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, without limitation, 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 to replenish shares automatically without shareholder approval.

iv. Severance Arrangements

Invesco considers proposed severance arrangements (sometimes known as “golden parachute” arrangements) on a case-by-case basis due to the wide variety among their terms. Invesco acknowledges that in some cases such arrangements, if reasonable, may be in shareholders’ best interests as a method of attracting and retaining high quality executive talent. Invesco generally votes in favor of proposals requiring advisory shareholder ratification of senior executives’ severance agreements while generally opposing proposals that require such agreements to be ratified by shareholders in advance of their adoption.

v. “Claw Back” Provisions

Invesco generally supports so called “claw back” policies intended to recoup remuneration paid to senior executives based upon materially inaccurate financial reporting (as evidenced by later restatements) or fraudulent accounting or business practices.

vi. 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 represents a reasonable discount from the market price.

F. Anti-Takeover Defenses

Measures designed to protect a company from unsolicited bids can adversely affect shareholder value and voting rights, and they have the potential to create conflicts of interests among directors, management and shareholders. Such measures include adopting or renewing shareholder rights plans (“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. In determining whether to support a proposal to add, eliminate or restrict anti-takeover measures, Invesco will examine the elements of the proposal to assess the degree to which it would adversely affect shareholder rights of adopted. Invesco generally supports shareholder proposals directing companies to subject their anti-takeover provisions to a shareholder vote, as well as the following proposals:

• Provide right to act by written consent

• Provide right to call special meetings

• Adopt fair price provision

• Approve control share acquisition

Invesco generally opposes payments by companies to minority shareholders intended to dissuade such shareholders from pursuing a takeover or another change (sometimes known as “greenmail”) because these payments result in preferential treatment of some shareholders over others.

Companies occasionally require shareholder approval to engage in certain corporate actions or transactions such as mergers, acquisitions, name changes, dissolutions, reorganizations, divestitures and reincorporations. Invesco generally determines its votes for these types of corporate actions after a careful evaluation of the proposal. Generally, Invesco will support proposals to approve different types of restructurings that provide the necessary financing to save the company from involuntary bankruptcy. However, Invesco will generally oppose proposals to change a company’s corporate form or to “go dark” (i.e., going private transactions) without shareholder approval.

Reincorporation involves re-establishing the company in a different legal jurisdiction. Invesco generally will vote for proposals to reincorporate a company if the board and management have demonstrated sound financial or business reasons for the move. Invesco generally will oppose proposals to reincorporate if they are solely part of an anti-takeover defense or intended to limit directors’ liability.

Invesco will generally support proposals that ask the board to consider non-shareholder constituencies or other non-financial effects when evaluating a merger or business combination.

PROXY VOTING GUIDELINES

Applicable to	All Advisory Clients, including the Invesco Funds
Risk Addressed by the Guidelines	Breach of fiduciary duty to client under Investment Advisers Act of 1940 by placing Invesco’s interests ahead of client’s best interests in voting proxies
Relevant Law and Other Sources	U.S. Investment Advisers Act of 1940, as amended
Last     ☒Reviewed    ☒Revised by Compliance for Accuracy	April 19, 2016
Guideline Owner	U.S. Compliance and Legal
Policy Approver	Invesco Advisers, Inc., Invesco Funds Board
Approved/Adopted Date	May 3-4, 2016

The following guidelines apply to all institutional and retail funds and accounts that have explicitly authorized Invesco Advisers, Inc. (“Invesco”) to vote proxies associated with securities held on their behalf (collectively, “Clients”).

A. INTRODUCTION

Invesco Ltd. (“IVZ”), the ultimate parent company of Invesco, has adopted a global policy statement on corporate governance and proxy voting (the “Invesco Global Proxy Policy”). The policy describes IVZ’s views on governance matters and the proxy administration and governance approach. Invesco votes proxies by using the framework and procedures set forth in the Invesco Global Proxy Policy, while maintaining the Invesco-specific guidelines described below.

B. PROXY VOTING OVERSIGHT: THE MUTUAL FUNDS’ BOARD OF TRUSTEES

In addition to the Global Invesco Proxy Advisory Committee, the Invesco mutual funds’ board of trustees provides oversight of the proxy process through quarterly reporting and an annual in-person presentation by Invesco’s Global Head of Proxy Governance and Responsible Investment.

C. USE OF THIRD PARTY PROXY ADVISORY SERVICES

Invesco has 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 uses the information gleaned from those sources to make independent voting decisions.

Invesco’s proxy administration team performs extensive initial and ongoing due diligence on the proxy advisory firms that it engages. When deemed appropriate, representatives from the proxy advisory firms are asked to deliver updates directly to the mutual funds’ board of trustees. Invesco 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. Furthermore, each proxy advisory firm completes an annual due diligence questionnaire submitted by Invesco, and Invesco conducts on-site due diligence at each firm, in part to discuss their responses to the questionnaire.

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.

D. PROXY VOTING GUIDELINES

The following guidelines describe Invesco’s general positions on various common proxy issues. The guidelines are not intended to be exhaustive or prescriptive. Invesco’s proxy process is investor-driven, and each portfolio manager retains ultimate discretion to vote proxies in the manner that he or she deems to be the most appropriate, consistent with the proxy voting principles and philosophy discussed in the Invesco Global Proxy Policy. 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 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.

Proxy access

Invesco generally supports shareholders’ nominations of directors in the proxy statement and ballot because it increases the accountability of the board to shareholders. Invesco will generally consider the proposed minimum period of ownership (e.g., three years), minimum ownership percentage (e.g., three percent), limitations on a proponent’s ability to aggregate holdings with other shareholders and the maximum percentage of directors who can be nominated when determining how to vote on proxy access proposals.

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.

Exclusive Forum

Invesco generally supports proposals that would designate a specific jurisdiction in company bylaws as the exclusive venue for certain types of shareholder lawsuits in order to reduce costs arising out of multijurisdictional litigation.

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.

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.

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 and the Invesco Global Proxy Policy, 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 cash sweep investment vehicles selected by a Client but for which Invesco has proxy voting authority over the account and where no other Client holds the same securities, Invesco will vote proxies based on ISS recommendations.

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. POLICIES AND VOTE DISCLOSURE

A copy of these guidelines, the Invesco Global Proxy Policy 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 contact their client service representative to request information about how Invesco voted proxies on their behalf. Absent specific contractual guidelines, such requests may be made on a semi-annual basis.

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

As of February 28, 2019, the following individuals are jointly and primarily responsible for the day-to-day management of the Trust:

• Mark Paris, Portfolio Manager, who has been responsible for the Trust since 2015 and has been associated with Invesco and/or its affiliates since 2010.

• John Connelly, Portfolio Manager, who has been responsible for the Trust since 2016 and has been associated with Invesco and/or its affiliates since 2016. From 1994 to 2015, he was employed by Raymond James & Associates, where he served as Senior Vice President of Municipal High Yield Trading from 2012 to 2015.

• Tim O’Reilly, Portfolio Manager, who has been responsible for the Trust since 2016 and has been associated with Invesco and/or its affiliates since 2010.

• James Phillips, Portfolio Manager, who has been responsible for the Trust since 2015 and has been associated with Invesco and/or its affiliates since 2010.

• John Schorle, Portfolio Manager, who has been responsible for the Trust since 2018 and has been associated with Invesco and/or its affiliates since 2010.

• Julius Williams, Portfolio Manager, who has been responsible for the Trust since 2015 and has been associated with Invesco and/or its affiliates since 2010.

Portfolio Manager Fund Holdings and Information on Other Managed Accounts

Invesco’s portfolio managers develop investment models which are used in connection with the management of certain Invesco Funds as well as other mutual funds for which Invesco or an affiliate acts as sub-adviser, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals. The ‘Investments’ chart reflects the portfolio managers’ investments in the Funds that they manage. Accounts are grouped into three categories: (i) investments in the Fund’s shares beneficially owned by a portfolio manager, as determined in accordance with Rule 16a-1(a) (2) under the Securities Exchange Act of 1934, as amended (beneficial ownership includes ownership by a portfolio manager’s immediate family members sharing the same household); (ii) investments made either directly or through a deferred compensation or similar plan in Invesco pooled investment vehicles with the same or similar objectives and strategies as the Fund; and (iii) total 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 noted. In addition, any assets denominated in foreign currencies have been converted into U.S. dollars using the exchange rates as of the applicable date.

Investments

The following information is as of February 28, 2019 (unless otherwise noted):

Portfolio Manager	Dollar Range of Investments in the Fund	Dollar Range of Investments in Invesco Pooled Investment Vehicles with the Same or Similar  Objectives and Strategies as the Fund	Dollar Range of Investments in All Invesco Funds and Invesco Pooled Investment Vehicles
Invesco Municipal Trust
Mark Paris	None	N/A	Over $1,000,000
John Connelly	None	N/A	$500,001 - $1,000,000
Tim O’Reilly	None	N/A	$500,001 - $1,000,000
James Phillips	None	N/A	$500,001 - $1,000,000
John Schorle	None	N/A	$100,001 - $500,000
Julius Williams	None	N/A	$500,001 - $1,000,000

Assets Managed

The following information is as of February 28, 2019 (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 Municipal Trust
Mark Paris	17	$23,480.3	None	None	121	$22.01
John Connelly	17	$23,480.3	None	None	121	$22.01
Tim O’Reilly	17	$23,480.3	None	None	121	$22.01
James Phillips	17	$23,480.3	None	None	121	$22.01
John Schorle	17	$23,480.3	None	None	121	$22.01
Julius Williams	17	$23,480.3	None	None	121	$22.01

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.

¹  These are accounts of individual investors for which Invesco provides investment advice. Invesco offers separately managed accounts that are managed according to the investment models developed by its portfolio managers and used in connection with the management of certain Invesco Funds. These accounts may be invested in accordance with one or more of those investment models and investments held in those accounts are traded in accordance with the applicable models.

• 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. None of the Invesco Fund accounts managed has a performance fee.

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 cash bonus opportunity and a deferred compensation opportunity. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine bonuses to promote competitive Fund performance. The Adviser and each Sub-Adviser evaluate competitive market compensation by reviewing compensation survey results conducted by an independent third party of investment industry compensation. Each portfolio manager’s compensation consists of the following three elements:

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

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

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

Table 1

Sub-Adviser	Performance time period2
Invesco 3 Invesco Deutschland Invesco Hong Kong3 Invesco Asset Management Invesco India Invesco Real Estate Securities Division3	One-, Three- and Five-year performance against Fund peer group
Invesco Senior Secured3,4	Not applicable

²  Rolling time periods based on calendar year-end.

³  Portfolio Managers may be granted an annual deferral award that vests on a pro-rata basis over a four year period.

⁴  Invesco Senior Secured’s bonus is based on annual measures of equity return and standard tests of collateralization performance.

Invesco Capital3,5
Invesco Canada3	One-year performance against Fund peer group Three- and Five-year performance against entire universe of Canadian funds
Invesco Japan6	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.

With respect to Invesco Capital, there is no policy regarding, or agreement with, the Portfolio Managers or any other senior executive of the Adviser to receive bonuses or any other compensation in connection with the performance of any of the accounts managed by the Portfolio Managers.

Deferred / Long Term Compensation. Portfolio managers may be granted a deferred compensation award based on a firm-wide bonus pool approved by the Compensation Committee of Invesco Ltd. Deferred compensation awards may take the form of annual deferral awards or long-term equity awards. Annual deferral awards may be granted as an annual stock deferral award or an annual fund deferral award. Annual stock deferral awards are settled in Invesco Ltd. common shares. Annual fund deferral awards are notionally invested in certain Invesco Funds selected by the Portfolio Manager and are settled in cash. Long-term equity awards are settled in Invesco Ltd. common shares. Both annual deferral awards and long-term equity awards have a four-year ratable vesting schedule. The vesting period aligns the interests of the Portfolio Managers with the long-term interests of clients and shareholders and encourages retention.

Retirement and health and welfare arrangements. Portfolio managers are eligible to participate in retirement and health and welfare plans and programs that are available generally to all employees.

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

Not applicable.

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

None.

ITEM 11. CONTROLS AND PROCEDURES.

(a) As of April 15, 2019, an evaluation was performed under the supervision and with the participation of the officers of the Registrant, including the Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), to assess the effectiveness of the Registrant’s disclosure controls and procedures, as that term is defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”), as amended. Based on that evaluation, the Registrant’s officers, including the PEO and PFO, concluded that, as of April 15, 2019, 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

⁵  Portfolio Managers for Invesco Capital base their bonus on Invesco results as well as overall performance of Invesco Capital.

⁶  Portfolio Managers for Invesco Pacific Growth Fund’s compensation is based on the one-, three- and five-year performance against the appropriate Micropol benchmark.

specified by the rules and forms of the Securities and Exchange Commission; and (2) that material information relating to the Registrant is made known to the PEO and PFO as appropriate to allow timely decisions regarding required disclosure.

(b) There have been no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by the report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

ITEM 13. EXHIBITS.

13(a) (1) Code of Ethics.

13(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.

13(a) (3) Not applicable.

13(a) (4) Not applicable.

13(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 Municipal Trust

By:	/s/ Sheri Morris
	Sheri Morris
	Principal Executive Officer
Date:	May 9, 2019

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/ Sheri Morris
	Sheri Morris
	Principal Executive Officer
Date:	May 9, 2019

By:	/s/ Kelli Gallegos
	Kelli Gallegos
	Principal Financial Officer
Date:	May 9, 2019

EXHIBIT INDEX

13(a) (1)	Code of Ethics.
13(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.
13(a) (3)	Not applicable.
13(a) (4)	Not applicable.

EX-99.CODE

THE INVESCO FUNDS CODE OF ETHICS FOR COVERED OFFICERS

THE INVESCO FAMILY OF FUNDS CODE OF ETHICS FOR SENIOR OFFICERS

I. Introduction

The Boards of Trustees (“Board”) of The Invesco Family of Funds (the “Companies”) have adopted this code of ethics (this “Code”) applicable to their Principal Executive Officer and Principal Financial and Accounting Officer (the “Covered Officers”) to promote:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• full, fair, accurate, timely and understandable disclosure in documents filed with the Securities and Exchange Commission (“SEC”) and in other public communications;

• compliance with applicable governmental laws, rules and regulations;

• the prompt internal reporting to an appropriate person or persons identified in the Code of violations of the Code; and

• accountability for adherence to the Code.

II. Covered Officers Should Act Honestly and Candidly

Each Covered Officer named in Exhibit A to this Code owes a duty to the Companies to act with integrity. Integrity requires, among other things, being honest and candid. Deceit and subordination of principle are inconsistent with integrity.

Each Covered Officer must:

• act with integrity, including being honest and candid while still maintaining the confidentiality of information where required by law or the Companies’ policies;

• observe both the form and spirit of laws and governmental rules and regulations, accounting standards and policies of the Companies;

• adhere to a high standard of business ethics; and

• place the interests of the Companies before the Covered Officer’s own personal interests.

Business practices Covered Officers should be guided by and adhere to these fiduciary standards.

III. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest

Guiding Principles. A “conflict of interest” occurs when an individual’s private interest interferes with the interests of the Companies. A conflict of interest can arise when a Covered Officer takes actions or has interests that may make it difficult to perform his or her work for the Companies objectively and effectively. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his or her position in any of the Companies. In addition, investment companies should be sensitive to situations that create apparent, but not actual, conflicts of interest. Service to the Companies should never be subordinated to personal gain and advantage.

Certain conflicts of interest covered by this Code arise out of the relationships between Covered Officers and the Companies that already are subject to conflict of interest provisions in the Investment Company Act of 1940, as amended and the Investment Advisers Act of 1940, as amended. For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Companies because of their status as “affiliated persons” of the Companies. Therefore, as to the existing statutory and regulatory prohibitions on individual behavior, they will be

deemed to be incorporated in this Code and therefore any material violation will also be deemed a violation of this Code. Covered Officers must in all cases comply with applicable statutes and regulations.

As to conflicts arising from, or as a result of the contractual relationship between, the Companies and the investment adviser of which the Covered Officers are also officers or employees, it is recognized by the Board that, subject to the adviser’s fiduciary duties to the Companies, the Covered Officers will in the normal course of their duties (whether formally for the Companies or for the adviser, or for both) be involved in establishing policies and implementing decisions which will have different effects on the adviser and the Companies. The Board recognizes that the participation of the Covered Officers in such activities is inherent in the contractual relationship between the Companies and the adviser and is consistent with the expectation of the Board of the performance by the Covered Officers of their duties as officers of the Companies. In addition, it is recognized by the Board that the Covered Officers may also be officers or employees of other investment companies advised by the same adviser and the codes which apply to senior officers of those investment companies will apply to the Covered Officers acting in those distinct capacities.

Each Covered Officer must:

• avoid conflicts of interest wherever possible;

• handle any actual or apparent conflict of interest ethically;

• not use his or her personal influence or personal relationships to influence investment decisions or financial reporting by an investment company whereby the Covered Officer would benefit personally to the detriment of any of the Companies;

• not cause an investment company to take action, or fail to take action, for the personal benefit of the Covered Officer rather than the benefit of such company;

• not use knowledge of portfolio transactions made or contemplated for an investment company to profit or cause others to profit, by the market effect of such transactions; and

• as described in more detail below, discuss any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest with the Chief Legal Officer of the Invesco Funds (the “Chief Legal Officer”).

Some conflict of interest situations that should always be discussed with the Chief Legal Officer, if material, include the following:

• any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities with the Companies;

• being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any immediate family member;

• any direct ownership interest in, or any consulting or employment relationship with, any of the Companies’ service providers, other than its investment adviser, distributor or other Invesco Ltd. affiliated entities and other than a de minimis ownership interest (for purposes of this section of the Code an ownership interest of 1% or less shall constitute a de minimis ownership interest, and an ownership interest of more than 1% creates a rebuttable presumption that there may be a material conflict of interest); and

• a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Companies for effecting portfolio transactions or for selling or redeeming shares, other than an interest arising from the Covered Officer’s employment with Invesco, its subsidiaries, its parent organizations and any affiliates or subsidiaries thereof, such as compensation or equity ownership, and other than an interest arising from a de minimis ownership interest in a company with which the Companies execute portfolios transactions or a company that receives commissions or other fees related to its sales and redemptions of shares of the Companies (for purposes of this section of the Code an ownership interest of 1% or less shall constitute a de minimis ownership interest, and an ownership interest of more than 1% creates a rebuttable presumption that there may be a material conflict of interest).

IV. Disclosure

Each Covered Officer is required to be familiar, and comply, with the Companies’ disclosure controls and procedures so that the Companies’ subject reports and documents filed with the SEC comply in all material respects with the applicable federal securities laws and SEC rules. In addition, each Covered Officer having direct or supervisory authority regarding these SEC filings or the Companies’ other public communications should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Companies and take other appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely and understandable disclosure.

Each Covered Officer must:

• familiarize himself/herself with the disclosure requirements applicable to the Companies as well as the business and financial operations of the Companies; and

• not knowingly misrepresent, or cause others to misrepresent, facts about the Companies to others, whether within or outside the Companies, including representations to the Companies’ internal auditors, independent Directors/Trustees, independent auditors, and to governmental regulators and self-regulatory organizations.

V. Compliance

It is the Companies’ policy to comply in all material respects with all applicable governmental laws, rules and regulations. It is the personal responsibility of each Covered Officer to adhere to the standards and restrictions imposed by those laws, rules and regulations, including those relating to affiliated transactions, accounting and auditing matters.

VI. Reporting and Accountability

Each Covered Officer must:

• upon receipt of the Code, sign and submit to the Chief Compliance Officer of the Companies an acknowledgement stating that he or she has received, read, and understands the Code.

• annually thereafter submit a form to the Chief Compliance Officer of the Companies confirming that he or she has received, read and understands the Code and has complied with the requirements of the Code.

• not retaliate against any employee or other Covered Officer for reports of potential violations that are made in good faith.

• notify the Chief Legal Officer promptly if he becomes aware of any existing or potential violation of this Code. Failure to do so is itself a violation of this Code.

Except as described otherwise below, the Chief Legal Officer is responsible for applying this Code to specific situations in which questions are presented to him or her and has the authority to interpret this Code in any particular situation. The Chief Legal Officer shall take all action he or she considers appropriate to investigate any actual or potential violations reported to him or her.

The Chief Legal Officer is authorized to consult, as appropriate, with the Chairman of the Audit Committees of the Board, counsel to the Companies and counsel to the independent Directors/Trustees, and is encouraged to do so.

The Chief Legal Officer is responsible for granting waivers and determining sanctions, as appropriate. In addition, approvals, interpretations, or waivers sought by the Covered Officers may also be considered by the Chairman of the Invesco Funds Audit Committees.

The Companies will follow these procedures in investigating and enforcing this Code, and in reporting on the Code:

• the Chief Legal Officer will take all appropriate action to investigate any violations reported to him or her;

• violations and potential violations will be reported to the Chairman of the Audit Committees of the Board after such investigation;

• if the Chairman of the Audit Committees determines that a violation has occurred, he or she will inform the Board, which will take all appropriate disciplinary or preventive action;

• appropriate disciplinary or preventive action may include a letter of censure, suspension, dismissal or, in the event of criminal or other serious violations of law, notification to the SEC or other appropriate law enforcement authorities;

• the Chief Legal Officer will be responsible for granting waivers, as appropriate; and

• any changes to or waivers of this Code will, to the extent required, be disclosed on Form N-CSR as provided by SEC rules.

VII. Other Policies and Procedures

The Companies’ and the Advisers’ and Principal Underwriters’ codes of ethics under Rule 17j-1 under the Investment Company Act and the Advisers’ more detailed policies and procedures set forth in its Compliance and Supervisory Procedures Manual are separate requirements applying to Covered Officers and others, and are not part of this Code.

VIII. Amendments

Any material amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Companies’ Board, including a majority of independent Trustees.

IX. Confidentiality

All reports and records prepared or maintained pursuant to this Code shall be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the members of the Companies’ Board, counsel to the Companies, and counsel to the independent Directors/Trustees.

Exhibit A

Persons Covered by this Code of Ethics:

Sheri Morris — Principal Executive Officer

Kelli Gallegos — Principal Financial Officer

THE INVESCO FAMILY OF FUNDS

CODE OF ETHICS—ACKNOWLEDGEMENT

I hereby acknowledge that I am a Principal Officer of the Companies and I am aware of and subject to the Companies’ Code of Ethics for Principal Officers. Accordingly, I have read and understood the requirements of the Code of Ethics and I am committed to fully comply with the Code of Ethics.

I recognize my obligation to promote:

1. Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

2. Full, fair, accurate, timely, and understandable disclosure in reports and documents that the Companies file with, or submit to, the Commission and in other public communications made by the Companies; and

3. Compliance with applicable governmental laws, rules, and regulations.

Date	Name:
	Title:

EX-99.CERT

I, Sheri Morris, Principal Executive Officer, certify that:

1. I have reviewed this report on Form N-CSR of Invesco Municipal Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidating subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in this registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2019	/s/ Sheri Morris
	Sheri Morris, Principal Executive Officer

I, Kelli Gallegos, Principal Financial Officer, certify that:

1. I have reviewed this report on Form N-CSR of Invesco Municipal Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidating subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in this registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2019	/s/ Kelli Gallegos
	Kelli Gallegos, Principal Financial Officer

EX-99.906CERT

CERTIFICATION OF SHAREHOLDER REPORT

In connection with the Certified Shareholder Report of Invesco Municipal Trust (the “Company”) on Form N-CSR for the period ended February 28, 2019, as filed with the Securities and Exchange Commission (the “Report”), I, Sheri Morris, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2019	/s/ Sheri Morris
	Sheri Morris, Principal Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

CERTIFICATION OF SHAREHOLDER REPORT

In connection with the Certified Shareholder Report of Invesco Municipal Trust (the “Company”) on Form N-CSR for the period ended February 28, 2019, as filed with the Securities and Exchange Commission (the “Report”), I, Kelli Gallegos, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2019	/s/ Kelli Gallegos
	Kelli Gallegos, Principal Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.