- Certified annual shareholder report for management investment companies (N-CSR) (2025)

07/05/2012 10:13pm

Edgar (US Regulatory)

Office of the Fund
1555Peachtree Street, N.E.
Atlanta, GA 30309

Investment Adviser
InvescoAdvisers, Inc.
1555 Peachtree Street, N.E.
Atlanta, GA 30309

Auditors
PricewaterhouseCoopersLLP
1201 Louisiana Street, Suite 2900
Houston, TX 77002-5678

Custodian
StateStreet Bank and Trust Company
225 Franklin
Boston, MA 02110-2801

Counsel to the Fund
StradleyRonon Stevens& Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103

Counsel to the Independent Trustees
KramerLevin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY 10036-2714

Transfer Agent
ComputershareTrust Company, N.A.
P.O. Box 43078
Providence, RI 02940-3078


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-05793

Invesco Municipal Income Opportunities Trust II

(Exact name of registrant as specified in charter)


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

(Address of principal executive offices)		(Zip code)

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

(Name and address of agent for service)

Registrants telephone number, including area code: (713)626-1919

Date of fiscal year end: 2/28

Date of reporting period: 2/29/12

Item1. Reports to Stockholders.



Annual Report to Shareholders		February29, 2012

Invesco Municipal Income
Opportunities Trust II

NYSE: OIB



2		Letters to Shareholders
4		Performance Summary
4		Management Discussion
6		Additional Information
7		Dividend Reinvestment Plan
8		Schedule of Investments
18		Financial Statements
20		Notes to Financial Statements
25		Financial Highlights
26		Auditors Report
27		Tax Information
28		Supplemental Information
T-1		Trustees and Officers

Letters to Shareholders

Philip Taylor

Dear Shareholders:

This annual report provides important information about your Trust, including its performance. Iencourage you to read this report to learn more about how your Trust is managed, what it invests inand why it performed as it did. Also, this report includes information about your Trustsmanagement team and a listing of investments held by your Trust at the close of the reportingperiod.

Investors are likely to confront both opportunities and challenges in 2012. As we saw in 2011,market sentiment can change suddenly and dramatically and certainly without advance notice depending on economic developments and world events. Similarly, your own situation, needs and goalscan change, requiring adjustments in your financial strategy.

For current information about your Trust

Many investors find that staying abreast of market trends and developments may providereassurance in times of economic uncertainty and market volatility such as we saw last year and maysee again this year.

Invesco can help you stay informed about your investments and market trends. On our website,invesco.com/us, we provide timely market updates and commentary from many of our portfoliomanagers and other investment professionals. Also on our website, you can obtain informationabout your account at any hour of the day or night. I invite you to visit and explore the toolsand information we offer at invesco.com/us.

Our commitment to investment excellence

Many investors believe that its wise to be well diversified and to maintain a long-term investmentfocus. While diversification cant guarantee a profit or protect against loss, it may cushion theimpact of dramatic market moves. Maintaining a long-term investment focus for your long-term goals financing your retirement or your childrens education, for example may help you avoid makingrash investment decisions based on short-term market swings.

Likewise, Invescos investment professionals maintain a long-term focus. Each Invesco fundis managed by a specialized team of investment professionals, and as a company, we maintain asingle focus investment management that allows our portfolio managers to concentrate on doingwhat they do best: managing your money.

Each Invesco fund is managed according to its stated investment objectives and strategies,with robust risk oversight using consistent, repeatable investment processes that dont change inresponse to short-term market events. This disciplined approach cant guarantee a profit; noinvestment can do that, since all involve some measure of risk. But it can ensure that your moneyis managed the way we said it would be according to your Trusts objective and strategies.

Questions?

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

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

Sincerely,

Philip Taylor
Senior Managing Director, Invesco Ltd.

2Invesco Municipal Income Opportunities Trust II

Bruce Crockett

Dear Fellow Shareholders:

As always, the Invesco Funds Board of Trustees remains committed to putting your interestsfirst. We worked to manage costs throughout the year, and this remains a continuing focus ofyour Board. We will continue to oversee the funds with the same strong sense of responsibilityfor your money and your continued trust that weve always maintained.

Throughout 2011, we experienced volatile, challenging markets that presented both significantopportunities and risks for investors.

Early in the year, protests in the Middle East and Africa led to increases in oil and gasprices. This was followed by the disasters in Japan that led to supply chain disruptions across anumber of industries. In Europe, sovereign debt concerns created uncertainty in global markets thatremains unresolved. Here in the US, prolonged congressional debates over deficits and the debtceiling resulted in the first-ever downgrade of US long-term debt. Combined, this imperfect stormof events took a tremendous toll on global economic growth and created volatility in the markets.

Across the globe, demographic and economic trends are profoundly reshaping the worlds wealth.Emerging markets such as China, India, Brazil and Russia are experiencing tremendous growth. Chinais now the worlds second-largest economy. Meanwhile, established markets such as the US and Europeare struggling with debt issues and experiencing much lower rates of growth. We all know the US isa consumer-driven market and consumers continue to face numerous headwinds, including elevatedenergy prices, a dismal housing market and high unemployment.

This dynamic, challenging market and economic environment underscores once again the value ofmaintaining a well-diversified investment portfolio. Obviously, none of us can control the marketsor global economic trends. However, adopting a disciplined approach to saving and investing mayhelp provide the funds needed to buy a house, pay for our childrens education and provide for acomfortable retirement.

Based on everything Ive read, this year could potentially be just as interesting as 2011,with continued uncertainty in key economies around the world and volatility in the markets. Withthis in mind, youll want to stay informed regarding the markets and keep up to date with news thataffects your investment portfolio. Invescos website, invesco.com/us, provides a wealth ofinformation about your investments and news regarding global markets.

I would like to close by thanking Bob Baker for his distinguished 30-year service with theInvesco Funds Board and his unflagging commitment to our funds shareholders. As always, Iencourage you to contact me at bruce@brucecrockett.com with any questions or concerns you may have.We look forward to representing you and serving you in 2012.

Sincerely,

Bruce L. Crockett
Independent Chair
Invesco Funds Board of Trustees

3Invesco Municipal Income Opportunities Trust II

Managements Discussion of Trust Performance

Performance summary

This is the annual report for Invesco Municipal Income Opportunities Trust II for the fiscal yearended February29, 2012. The Trusts return can be calculated based on either the market price orthe net asset value (NAV)of its shares. NAV per share is determined by dividing the value of theTrusts portfolio securities, cash and other assets, less all liabilities, by the total number ofshares outstanding. Market price reflects the supply and demand for Trust shares. As a result, thetwo returns can differ, as they did during the reporting period. A main contributor to the Trustsreturn on an NAV basis was its exposure to hospital bonds.

Performance

Total returns, 2/28/11 to 2/29/12


Trust at NAV	18.70	%

Trust at Market Value	25.41

Barclays High Yield Municipal Bond Index^▼	14.16


Market Price Discount to NAV as of 2/29/12	-2.41

Source(s):^▼Invesco, Barclays

The performance data quoted represent past performance and cannot guarantee comparable futureresults; current performance may be lower or higher. Investment return, net asset value and marketprice will fluctuate so that you may have a gain or loss when you sell shares. Please visitinvesco.com/us for the most recent month-end performance. Performance figures reflect Trustexpenses, the reinvestment of distributions (if any) and changes in net asset value (NAV)forperformance 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 tradeat a discount or premium from the NAV. This characteristic is separate and distinct from the riskthat NAV could decrease as a result of investment activities and may be a greater risk to investorsexpecting to sell their shares after a short time. The Trust cannot predict whether shares willtrade at, above or below NAV. The Trust should not be viewed as a vehicle for trading purposes. Itis designed primarily for risk-tolerant long-term investors.

How we invest

We seek to provide investors with a high level of current income exempt from federal incometax, primarily by investing in a diversified portfolio of tax-exempt municipal obligations.

Under normal circumstances, Invesco Municipal Income Opportunities Trust II invests inmunicipal bonds rated BB or better by Standard & Poors or Ba or better by Moodys, or bonds webelieve possess many of the same characteristics of such bonds.¹The Trust alsomay invest in municipal notes and municipal commercial paper of similar quality. From time to time,we may invest in municipal bonds that pay interest that is subject to the federal alternativeminimum tax.

We employ a bottom-up, research-driven approach to identify securities that have attractiverisk/reward characteristics for the sectors in which we invest. We also integratemacroeconomic analysis and forecasting into our evaluation and ranking of various sectors and individualsecurities. Finally, we employ leverage in an effort to enhance the Trusts income and total return.

Sell decisions are based on:

n		A deterioration or likely deterioration of an individual issuers capacity to meet its debt obligations on a timely basis.

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

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

Market conditions and your Trust

For the fiscal year ended February29, 2012, the municipal market performed strongly. TheBarclays Municipal Bond Index returned 12.42%, outperforming other fixed income indexes such as theBarclays U.S. Aggregate Index, which returned 8.37%; the Barclays U.S. Corporate High Yield Index,which returned 6.94%; the Barclays U.S. Corporate Investment Grade Index, which returned 10.37%;and the Barclays U.S. Mortgage Backed Securities Index, which returned 6.44%.²

During 2011, credit fundamentals remained strong, and default rates continued their downwardtrend. In line with the drop exhibited from 2009 to 2010, the number of defaults in 2011 was mutedand lower than 2010. Despite a few high profile bankruptcies such as Harrisburg, Pennsylvania,Jefferson County, Alabama, and Central Falls, Rhode Island, defaults came nowhere near thehundreds of billions of dollars predicted by well-known analyst Meredith Whitney at the end of2010.³

In terms of municipal fund flows, Whitneys prediction raised concerns regarding the creditstability of municipalities and the heightened risk of unprecedented defaults in 2011. Retailinvestors, who already had been making withdrawals from municipal bond mutual funds, heededWhitneys warning and began to sell shares at a record pace.⁴Money waswithdrawn from municipal mutual funds for 29 straight weeks⁴, but by the end ofthe third quarter of 2011, the tide had changed. This increase in demand in the third quarter had apositive effect on municipal market performance during the reporting period.

The Trusts exposure to the long end (20+ years) of the yield curve added to returns as yieldsapproached all-time lows⁴during the reporting period. Some of our yield curveand duration positioning was obtained through the use of inverse floating rate securities. Inverse

Portfolio Composition

By credit sector, based on total investments


Revenue Bonds	94.1	%

General Obligation Bonds	3.8

Pre-refunded Bonds	0.8

Other	1.3

Top Five Fixed Income Holdings


1.	Broward (County of)	2.3	%

2.	South Miami (City of) Health Facilities Authority	2.2

3.	Chester (County of) Industrial Development Authority	2.2

4.	Des Peres (City of)	1.6

5.	Golden StateTobacco Securitization Corp.	1.4


Total Net Assets	$127.3 million
Total Number of Holdings		253

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

4Invesco Municipal Income Opportunities Trust II

floating rate securities are instruments which have an inverse relationship to a referencedinterest rate. Inverse floating rate securities can be a more efficient way to manage duration,yield curve exposure and credit exposure. Also, they potentially can enhance yield.

Sector performance was driven by spread tightening between lower rated and higher ratedinvestment grade securities for most of the reporting period, largely a result of declining yields,increased demand and lower tax-exempt issuance. As a result, lower credit quality sectorsoutperformed and contributed to Trust performance as we held overweight exposure to these marketsegments.

Our exposure to hospital and special tax bonds contributed to returns for the reportingperiod. Our allocations to industrial development and pollution control bonds detracted fromrelative returns.

One important factor impacting the return of the Trust relative to its comparative index wasthe Trusts use of structural leverage. The Trust uses leverage because we believe that, over time,leveraging provides opportunities for additional income and total return for common shareholders.However, 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 impact of these valuation changeson common share net asset value and common shareholder total return is magnified by the use ofleverage. Conversely, leverage may enhance common share returns during periods when the prices ofsecurities held by a trust generally are rising. Leverage made a positive contribution to theperformance of the Trust during the reporting period.

During the reporting period, the Trust achieved a leveraged position through the use of tenderoption bonds. For more information about the Trusts use of leverage, see the Notes to FinancialStatements later in this report.

As stated earlier, the Trust trades at a market price and also has an NAV. For the one-yearreporting period, the Trust traded at a discount to its NAV.

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

1		A credit rating is an assessment provided by a nationally recognized statistical ratingorganization (NRSRO)of the creditworthiness of an issuer with respect to debt obligations,including specific securities, money market instruments or other debts. Ratings are measured on ascale that generally ranges from AAA (highest)to D (lowest); ratings are subject to change withoutnotice. For more information on rating methodologies, please visit the following NRSRO websites:standardandpoors.com and select Understanding Ratings under Rating Resources on the homepage;moodys.com and select Rating Methodologies under Research and Ratings on the homepage; andfitchratings.com and select Ratings Definitions on the homepage.

2		Source: Lipper Inc.

3		Source: CBS News

4		Source:The Bond Buyer

The views and opinions expressed in managements discussion of Trust performance are those ofInvesco Advisers, Inc. These views and opinions are subject to change at any time based on factorssuch as market and economic conditions. These views and opinions may not be relied upon asinvestment advice or recommendations, or as an offer for a particular security. The information isnot 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 norepresentation or warranty as to their completeness or accuracy. Although historical performance isno guarantee of future results, these insights may help you understand our investment managementphilosophy.

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

Bill Black
Chartered Financial Analyst, portfolio manager, is manager of Invesco Municipal IncomeOpportunities Trust II. He joined Invesco in 2010. Mr.Black was associated with the Trustsprevious investment adviser or its advisory affiliates in an investment management capacity from1998 to 2010 and began managing the Trust in 2009. He earned a B.S. in engineering and publicpolicy from Washington University in St. Louis and an M.B.A. from the Kellogg Graduate School ofManagement at Northwestern University.

Mark Paris
Portfolio manager, is manager of Invesco Municipal Income Opportunities Trust II. He joinedInvesco in 2010. Mr.Paris was associated with the Trusts previous investment adviser or itsinvestment advisory affiliates in an investment management capacity from 2002 to 2010 and beganmanaging the Trust in 2009. He earned a B.B.A. in finance from the City University of New York.

James Phillips
Portfolio manager, is manager of Invesco Municipal Income Opportunities Trust II. He joinedInvesco in 2010.Mr.Phillips was associated with the Trusts previous investment adviser or its investment advisoryaffiliates in an investment management capacity from 1991 to 2010 and began managing the Trust in2009. He earned a B.A. in American literature from Empire State College and an M.B.A. in financefrom the State University of New York at Albany.

Effective March1, 2012, after the close of the reporting period, Gerard Pollard and Franklin Rubenleft the management team.

5Invesco Municipal Income Opportunities Trust II

Additional Information

n		Unless otherwise stated, information presented in this report is as of February29, 2012,and is based on total net assets.

n		Unless otherwise noted, all data provided by Invesco.

n		To access your Trusts reports, visit invesco.com/fundreports.

About indexes used in this report

n		TheBarclays High Yield Municipal Bond Indexis an unmanaged index consisting ofnon-investment grade bonds.

n		TheBarclays Municipal Bond Indexis an unmanaged index considered representative of thetax-exempt bond market.

n		TheBarclays U.S. Aggregate Indexis an unmanaged index considered representative of the USinvestment-grade, fixed-rate bond market.

n		TheBarclays U.S. Corporate High Yield Indexis an unmanaged index that covers the universeof fixed-rate, noninvestment-grade debt.

n		TheBarclays U.S. Corporate Investment Grade Indexis an unmanaged index consideredrepresentative of fixed-rate, investment grade taxable bond debt.

n		TheBarclays U.S. Mortgage Backed Securities Indexis an unmanaged index comprising 15- and30-year fixed-rate securities backed by mortgage pools of Ginnie Mae, Freddie Mac and FannieMae.

n		The Trust is not managed to track the performance of any particular index, including theindex(es) defined here, and consequently, the performance of the Trust may deviatesignificantly from the performance of the index(es).

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

Other information

n		The Chartered Financial Analyst^®(CFA^®) designation is globally recognizedand attests to a charterholders success in a rigorous and comprehensive study program in thefield of investment management and research analysis.

n		The returns shown in managements discussion of Trust performance are based on net assetvalues calculated for shareholder transactions. Generally accepted accounting principlesrequire adjustments to be made to the net assets of the Trust at period end for financialreporting purposes, and as such, the net asset values for shareholder transactions and thereturns based on those net asset values may differ from the net asset values and returnsreported in the Financial Highlights.

NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE



NYSE Symbol		OIB

6Invesco Municipal Income Opportunities Trust II

Dividend Reinvestment Plan

The dividend reinvestment plan (the Plan) offers you a prompt and simple way to reinvest yourdividends and capital gains distributions (Distributions) into additional shares of your Trust.Under the Plan, the money you earn from dividends and capital gains distributions will bereinvested automatically in more shares of your Trust, allowing you to potentially increase yourinvestment over time.

Plan benefits

n		Add to your account: You may increase the amount of shares in your Trust easily and automatically with the Plan.

n		Low transaction costs: Transaction costs are low because the new shares are bought in blocks and the brokeragecommission is shared among all participants.

Convenience:
You will receive a detailed account statement from Computershare Trust Company, N.A. (theAgent) which administers the Plan. The statement shows your total Distributions, date ofinvestment, shares acquired, and price per share, as well as the total number of shares inyour reinvestment account. You can also access your account via the Internet. To do this,please go to invesco.com/us.

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

How to participate in the Plan

If you own shares in your own name, you can participate directly in the Plan. If your sharesare held in street name in the name of your brokerage firm, bank, or other financialinstitution you must instruct that entity to participate on your behalf. If they are unable toparticipate on your behalf, you may request that they reregister your shares in your own name sothat you may enroll in the Plan.

How to enroll

To enroll in the Plan, please read the Terms and Conditions in the Plan brochure. You canenroll in the Plan by visiting invesco.com/us, calling toll-free 800 341 2929 or notifying us inwriting at Invesco Closed-End Funds, Computershare Trust Company, N.A., P.O. Box 43078, Providence,RI 02940-3078. Please include your Trust name and account number and ensure that all shareholderslisted on the account sign these written instructions. Your participation in the Plan will beginwith the next Distribution payable after the Agent receives your authorization, as long as theyreceive it before the record date, which is generally one week before such Distributions arepaid. If your authorization arrives after such record date, your participation in the Plan willbegin with the following Distributions.

How the Plan Works

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

Costs of the Plan

There is no direct charge to you for reinvesting Distributions because the Plans fees are paidby your Trust. However, you will pay your portion of any per share fees incurred when the newshares are purchased on the open market. These fees are typically less than the standard brokeragecharges for individual transactions, because shares are purchased for all Participants in blocks,resulting in lower commissions for each individual Participant. Any per share or service fees areaveraged into the purchase price. Per share fees include any applicable brokerage commissions theAgent is required to pay.

Tax implications

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

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

How to withdraw from the Plan

You may withdraw from the Plan at any time by calling 800 341 2929, visiting invesco.com/us orby writing to Invesco Closed-End Funds, Computershare Trust Company, N.A., P.O. Box 43078,Providence, RI 02940-3078. Simply indicate that you would like to withdraw from the Plan, and besure to include your Trust name and account number. Also, ensure that all shareholders listed onthe account have signed these written instructions. If you withdraw, you have three options withregard to the shares held in the Plan:

If you opt to continue to hold your non-certificated shares, whole shares will be held by theAgent and fractional shares will be sold. The proceeds will be sent via check to your addressof record after deducting per share fees. Per share fees include any applicable brokeragecommissions the Agent is required to pay.

	2.		If you opt to sell your shares through the Agent, we will sell all full and fractional sharesand send the proceeds via check to your address of record after deducting per share fees. Pershare 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 RegistrationSystem (DRS). DRS is a service within the securities industry that allows Trust shares to beheld in your name in electronic format. You retain full ownership of your shares, withouthaving to hold a stock certificate. You should contact your financial adviser to learn moreabout any restrictions or fees that may apply.

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

7Invesco Municipal Income Opportunities Trust II

Scheduleof Investments

February29,2012


						Principal
	Interest			Maturity		Amount
	Rate			Date		(000)		Value

Municipal Obligations105.17%
Alabama0.22%
Huntsville (City of)Redstone Village Special CareFacilities Financing Authority; Series2007, RetirementFacility RB		5.50	%		01/01/43	$	345	$	280,999

Arizona3.29%
Casa Grande (City of) Industrial Development Authority (CasaGrande Regional Medical Center); Series2001A, Ref.Hospital RB		7.63	%		12/01/29		375		387,015

Phoenix (City of) Industrial Development Authority (Great HeartsAcademies); Series2012, Education RB		6.40	%		07/01/47		225		227,464

Pima (County of) Industrial Development Authority (ConstellationSchools); Series2008, Lease RB		7.00	%		01/01/38		1,125		1,106,392

Pima (County of) Industrial Development Authority (Global WaterResources, LLC); Series2007, Water&WastewaterRB^(a)		6.55	%		12/01/37		800		822,224

Pima (County of) Industrial Development Authority (Noah WebsterBasic Schools); Series2004A, Education RB		6.00	%		12/15/24		500		501,220

Pinal (County of) Electric District No.4;Series2008, Electrical System RB		6.00	%		12/01/38		620		662,811

Quechan Indian Tribe of FortYuma (California&Arizona Governmental); Series2008, RB		7.00	%		12/01/27		500		476,550

									4,183,676

California9.61%
Alhambra (City of) (Atherton Baptist Homes);Series2010A, RB		7.63	%		01/01/40		375		405,922

Bakersfield (City of); Series2007A, Wastewater RB(INSAGM)^(b)(c)		5.00	%		09/15/32		360		387,652

California (State of) Municipal Finance Authority (High TechHigh-Media Arts); Series2008A, EducationalFacilityRB^(d)		5.88	%		07/01/28		320		301,552

California (State of) Statewide Communities DevelopmentAuthority (California Baptist University);
Series2007A, RB		5.50	%		11/01/38		500		475,175

Series2011, RB		7.25	%		11/01/31		375		418,162

California (State of) Statewide Communities DevelopmentAuthority (Lancer Educational Student Housing);Series2007, RB		5.63	%		06/01/33		500		474,145

California (State of) Statewide Communities DevelopmentAuthority (Thomas Jefferson School of Law);Series2008A,RB^(d)		7.25	%		10/01/38		185		195,210

California (State of); Series2004 B-1, VRD Unlimited TaxGO Bonds (LOCCitibank,N.A.)^(e)(f)		0.09	%		05/01/34		1,700		1,700,000

California County Tobacco Securitization Agency (The) (GoldCountry Settlement Funding Corp.);
Series2006, Tobacco Settlement Asset-BackedCABRB^(g)		0.00	%		06/01/33		1,695		168,534

Desert Community College District (Election of 2004);Series2007C, Unlimited Tax CAB GO Bonds(INSAGM)^(b)(g)		0.00	%		08/01/46		3,750		535,500

Golden State Tobacco Securitization Corp.;
Series2007A-1,Sr.Tobacco Settlement Asset-Backed RB		4.50	%		06/01/27		375		314,618

Series2007A-1,Sr.Tobacco Settlement Asset-Backed RB		5.13	%		06/01/47		2,650		1,834,648

Los Angeles Regional Airports Improvement Corp. (AmericanAirlines, Inc. Terminal); Series2002C,LeaseRB^(a)(h)		7.50	%		12/01/24		375		342,323

National City (City of) Community Development Commission(National City Redevelopment); Series2011, Tax AllocationRB		7.00	%		08/01/32		375		440,816

Palm Springs (City of) (Palm Springs International Airport);Series2006, Ref. Sub. Airport Passenger FacilityChargeRB^(a)		5.55	%		07/01/28		470		412,110

Poway Unified School District (School Facilities Improvement);Series2011, Unlimited Tax CAB GOBonds^(g)		0.00	%		08/01/39		4,080		945,662

Riverside (County of) Redevelopment Agency (Mid-CountyRedevelopment Project Area); Series2010C, TaxAllocationRB		6.25	%		10/01/40		375		380,625

Sacramento (County of) Community Facilities DistrictNo.2005-2(North Vineyard Station No.1); Series2007A,Special Tax RB		6.00	%		09/01/37		375		368,749

San Buenaventura (City of) (Community Memorial Health System);Series2011, RB		7.50	%		12/01/41		375		422,835

San Francisco (City& County of) RedevelopmentFinancing Authority (Mission Bay South Redevelopment);Series2011D, Tax Allocation RB		7.00	%		08/01/41		525		590,950

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

8InvescoMunicipal Income Opportunities TrustII


						Principal
	Interest			Maturity		Amount
	Rate			Date		(000)		Value

California(continued)

Southern California Logistics Airport Authority;Series2008A, Tax AllocationCABRB^(g)		0.00	%		12/01/44	$	6,780	$	468,023

Union City (City of) Community Redevelopment Agency (CommunityRedevelopment); Series2011, Sub. Lien Tax Allocation RB		6.88	%		12/01/33		565		647,117

									12,230,328

Colorado3.81%
Colorado (State of) Health Facilities Authority (ChristianLiving Communities);
Series2006A, RB		5.75	%		01/01/37		600		600,696

Series2009A, RB		8.25	%		01/01/24		400		420,484

Colorado (State of) Health Facilities Authority (Total LongtermCare National Obligated Group); Series2010A, RB		6.25	%		11/15/40		375		408,431

Colorado (State of) Regional Transportation District (DenverTransit Partners Eagle P3); Series2010, Private Activity RB		6.00	%		01/15/41		375		404,377

Copperleaf Metropolitan District No.2; Series2006,Limited Tax GO Bonds		5.85	%		12/01/26		1,420		1,065,710

Denver (City of) Convention Center Hotel Authority;Series2006, Ref. Sr. RB(INSSGI)^(b)		5.00	%		12/01/35		345		343,548

Fossil Ridge Metropolitan District No.1; Series2010,Ref. Tax Supported Limited Tax GO Bonds		7.25	%		12/01/40		500		516,250

Montrose (County of) Memorial Hospital Board of Trustees;Series2003, Enterprise RB		6.00	%		12/01/33		375		391,009

Northwest Metropolitan District No.3; Series2005,Limited Tax GO Bonds		6.25	%		12/01/35		750		696,645

									4,847,150

Delaware0.25%
Sussex (County of) (Cadbury at Lewes); Series2006A,First Mortgage RB		6.00	%		01/01/35		375		316,421

District of Columbia0.78%
District of Columbia (Cesar Chavez Charter School);Series2011, RB		7.88	%		11/15/40		375		409,954

District of Columbia; Series2009B, Ref. Sec. IncomeTaxRB^(c)		5.00	%		12/01/25		495		588,184

									998,138

Florida12.09%
Alachua (County of) (North Florida Retirement Village, Inc.);
Series2007, IDR		5.25	%		11/15/17		500		483,215

Series2007, IDR		5.88	%		11/15/36		700		594,587

Series2007, IDR		5.88	%		11/15/42		375		313,605

Alachua (County of) Health Facilities Authority (Terraces atBonita Springs); Series2011A, RB		8.13	%		11/15/46		375		387,683

Brevard (County of) Health Facilities Authority (Buena VidaEstates, Inc.); Series2008, Residential Care Facility RB		6.75	%		01/01/37		525		433,282

Broward (County of) (Civic Arena); Series2006A, Ref.Professional Sports Facilities Tax RB(INSAGM)^(b)(c)		5.00	%		09/01/23		2,735		2,972,097

Capital TrustAgency (Million Air One LLC);Series2011,RB^(a)		7.75	%		01/01/41		375		394,515

Collier (County of) Industrial Development Authority (ArlingtonNaples); Series2011, Continuing Care Community BAN		14.00	%		05/15/15		190		189,928

Florida (State of) Mid-Bay Bridge Authority;Series2011A, Springing Lien RB		7.25	%		10/01/40		375		410,205

Florida Development Finance Corp. (Renaissance Charter School,Inc.); Series2010A, Educational Facilities RB		6.00	%		09/15/40		375		382,766

Lee (County of) Industrial Development Authority (Cypress CoveHealth Park); Series1997A, Health Care Facilities RB		6.38	%		10/01/25		375		291,311

Lee (County of) Industrial Development Authority (Lee CountyCommunity Charter Schools, LLC); Series2007A, IDR		5.25	%		06/15/27		375		341,816

Miami-Dade (County of);
Series2009, Sub. Special ObligationCABRB^(g)		0.00	%		10/01/39		1,875		374,456

Series2009, Sub. Special ObligationCABRB^(g)		0.00	%		10/01/42		3,000		498,390

Midtown Miami Community Development District;Series2004A, Special Assessment RB		6.25	%		05/01/37		475		479,460

Orange (County of) Health Facilities Authority (Orlando LutheranTowers, Inc.);
Series2005, Ref. RB		5.70	%		07/01/26		500		482,315

Series2007, First Mortgage RB		5.50	%		07/01/38		500		445,340

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

9InvescoMunicipal Income Opportunities TrustII


						Principal
	Interest			Maturity		Amount
	Rate			Date		(000)		Value

Florida(continued)

Orange (County of) Health Facilities Authority (WestminsterCommunity Care); Series1999, RB		6.75	%		04/01/34	$	940	$	940,179

Pinellas (County of) Health Facilities Authority (The Oaks ofClearwater); Series2004, RB		6.25	%		06/01/34		500		514,955

Renaissance Commons Community Development District;Series2005A, Special Assessment RB		5.60	%		05/01/36		930		814,271

South Miami (City of) Health Facilities Authority (BaptistHealth South Florida Obligated Group); Series2007,HospitalRB^(c)		5.00	%		08/15/32		2,640		2,787,549

St. Johns (County of) Industrial Development Authority(Presbyterian Retirement Communities); Series2010A,RB		6.00	%		08/01/45		375		404,378

Tolomato Community Development District; Series2007,SpecialAssessmentRB^(h)		6.55	%		05/01/27		515		219,972

University Square Community Development District;Series2007A-1,CapitalImprovement Special Assessment RB		5.88	%		05/01/38		235		235,860

									15,392,135

Georgia1.22%
Atlanta (City of) (Beltline); Series2009B, TaxAllocation RB		7.38	%		01/01/31		375		410,123

Atlanta (City of) (Eastside); Series2005B, TaxAllocation RB		5.40	%		01/01/20		800		842,304

Clayton (County of) Development Authority (Delta Air Lines,Inc.); Series2009B, SpecialFacilitiesRB^(a)		9.00	%		06/01/35		280		302,834

									1,555,261

Hawaii1.49%
Hawaii (State of) Department of Budget& Finance (15Craigside); Series2009A, Special Purpose SeniorLiving RB		8.75	%		11/15/29		375		441,004

Hawaii (State of) Department of Budget& Finance(Hawaiian Electric Co., Inc. & Subsidiary);Series2009, Special Purpose RB		6.50	%		07/01/39		375		417,690

Hawaii (State of) Department of Budget& Finance(Kahala Nui); Series2003A, Special Purpose RB		8.00	%		11/15/33		1,000		1,044,010

									1,902,704

Illinois11.10%
Bolingbrook (Village of) Special Services Area No.1(Forest City); Series2005, Special Tax RB		5.90	%		03/01/27		625		549,631

Bolingbrook (Village of); Series2005, Sales Tax RB		6.25	%		01/01/24		500		343,000

Chicago (City of) (Lakeshore East); Series2002, SpecialAssessment Improvement RB		6.75	%		12/01/32		898		927,194

Chicago (City of); Series2011, COP		7.13	%		05/01/25		390		415,826

Cook (County of) (Navistar International Corp.);Series2010, Recovery Zone Facility RB		6.50	%		10/15/40		375		403,121

Illinois (State of) Finance Authority (Collegiate HousingFoundation-DeKalb II, LLC- Northern Illinois University);Series2011, Student Housing RB		6.88	%		10/01/43		375		415,567

Illinois (State of) Finance Authority (Friendship Village ofSchaumburg); Series2010, RB		7.00	%		02/15/38		540		542,830

Illinois (State of) Finance Authority (Greenfields of Geneva);Series2010A, RB		8.00	%		02/15/30		425		429,450

Illinois (State of) Finance Authority (Kewanee Hospital);Series2006, RB		5.00	%		08/15/26		370		352,410

Illinois (State of) Finance Authority (Luther Oaks);Series2006A, RB		6.00	%		08/15/39		1,000		846,740

Illinois (State of) Finance Authority (Montgomery Place);Series2006A, RB		5.75	%		05/15/38		750		692,820

Illinois (State of) Finance Authority (Park Place of Elmhurst);Series2010A, RB		8.25	%		05/15/45		375		382,973

Illinois (State of) Finance Authority (The Admiral at the Lake);Series2010A, RB		7.25	%		05/15/20		375		378,293

Illinois (State of) Finance Authority (The Landing at PlymouthPlace); Series2005A, RB		6.00	%		05/15/37		1,000		846,960

Illinois (State of) Finance Authority (United NeighborhoodOrganization Charter School Network, Inc.);
Series2011, Ref. Charter School RB		6.88	%		10/01/31		185		192,785

Series2011, Ref. Charter School RB		7.13	%		10/01/41		185		193,046

Illinois (State of) Finance Authority (Villa St. Benedict);Series2003A-1,RB^(h)		6.90	%		11/15/33		1,000		409,990

Illinois (State of) Finance Authority; Series2003A,RB		7.00	%		11/15/32		750		748,267

Illinois (State of) Metropolitan Pier& ExpositionAuthority (McCormick Place Expansion);
Series2010A,RB^(c)		5.50	%		06/15/50		360		389,977

Series2010B, Ref. CAB RB(INSAGM)^(b)(g)		0.00	%		06/15/43		3,750		687,525

Illinois (State of) Toll Highway Authority;Series2008B,RB^(c)		5.50	%		01/01/33		1,200		1,316,064

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

10InvescoMunicipal Income Opportunities TrustII


						Principal
	Interest			Maturity		Amount
	Rate			Date		(000)		Value

Illinois(continued)

Long Grove (Village of) (Sunset Grove); Series2010,Limited Obligation Tax Increment Allocation RB		7.50	%		01/01/30	$	375	$	388,661

Pingree Grove (Village of) (Cambridge Lakes Learning Center);Series2011, RB		8.50	%		06/01/41		400		424,084

Pingree Grove (Village of) Special Service Area No.7(Cambridge Lakes);Series2006-1,Special Tax RB		6.00	%		03/01/36		973		926,734

Upper Illinois River Valley Development Authority (Pleasant ViewLuther Home); Series2010, RB		7.38	%		11/15/45		375		388,770

Will (County of) & Kankakee (City of) Regional DevelopmentAuthority (Senior Estates Supportive Living); Series2007,MFHRB^(a)		7.00	%		12/01/42		540		541,517

									14,134,235

Indiana1.23%
Crown Point (City of) (Wittenberg Village);Series2009A, Economic Development RB		8.00	%		11/15/39		375		406,744

Indiana (State of) Finance Authority (Kings DaughtersHospital& Health Services); Series2010,Hospital RB		5.50	%		08/15/45		280		278,717

St. Joseph (County of) (Holy Cross Village at Notre Dame);Series2006A, Economic Development RB		6.00	%		05/15/38		525		512,085

Vigo (County of) Hospital Authority (Union Hospital, Inc.);Series2007,RB^(d)		5.80	%		09/01/47		375		363,604

									1,561,150

Iowa0.61%
Cass (County of) (Cass County Memorial Hospital);Series2010A, Hospital RB		7.25	%		06/01/35		375		417,027

Orange City (City of); Series2008, Ref. Hospital CapitalLoan RN		5.60	%		09/01/32		375		356,336

									773,363

Kansas0.42%
Olathe (City of) (Catholic Care Campus, Inc.);Series2006A, Senior Living Facility RB		6.00	%		11/15/38		525		529,652

Kentucky0.31%
Kentucky (State of) Economic Development Finance Authority(Masonic Home Independent Living II); Series2011, RB		7.38	%		05/15/46		375		395,906

Louisiana1.48%
Lakeshore Villages Master Community Development District;Series2007, SpecialAssessmentRB^(h)		5.25	%		07/01/17		744		297,555

Louisiana (State of) Local Government EnvironmentalFacilities& Community Development Authority (WestlakeChemical Corp.); Series2009A, RB		6.50	%		08/01/29		375		422,040

Louisiana (State of) Public Facilities Authority (Lake CharlesMemorial Hospital); Series2007, Ref.HospitalRB^(d)		6.38	%		12/01/34		400		408,452

Tobacco Settlement Financing Corp.; Series2001B,Tobacco Settlement Asset-Backed RB		5.88	%		05/15/39		750		755,955

									1,884,002

Maine0.32%
Maine (State of) Health& Higher EducationalFacilities Authority (Maine General Medical Center);Series2011, RB		6.75	%		07/01/41		375		407,985

Maryland2.11%
Baltimore (City of) (East Baltimore Research Park);Series2008A, Special Obligation Tax Allocation RB		7.00	%		09/01/38		375		397,020

Harford (County of); Series2011, Special Obligation TaxAllocation RB		7.50	%		07/01/40		375		409,346

Maryland (State of) Health& Higher EducationalFacilities Authority (King Farm Presbyterian RetirementCommunity); Series2007A, RB		5.30	%		01/01/37		500		414,860

Maryland (State of) Industrial Development Financing Authority(Our Lady of Good Counsel High School Facility);Series2005A, Economic Development RB		6.00	%		05/01/35		500		509,325

Westminster (City of) (Carroll Lutheran Village);Series2004A, Economic Development RB		6.25	%		05/01/34		1,000		954,390

									2,684,941

Massachusetts2.95%
Massachusetts (Commonwealth of); Series2004A, Ref.Limited Tax GO Bonds(INSAMBAC)^(b)(c)		5.50	%		08/01/30		360		486,965

Massachusetts (State of) Development Finance Agency (EvergreenCenter Inc.); Series2005, RB		5.50	%		01/01/35		500		497,385

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

11InvescoMunicipal Income Opportunities TrustII


						Principal
	Interest			Maturity		Amount
	Rate			Date		(000)		Value

Massachusetts(continued)

Massachusetts (State of) Development Finance Agency (LindenPonds, Inc. Facility);
Series2011A-1,RB		6.25	%		11/15/46	$	266	$	191,382

Series2011A-2,RB		5.50	%		11/15/46		14		8,677

Series2011B,RB^(g)		0.00	%		11/15/56		70		371

Massachusetts (State of) Development Finance Agency (LoomisCommunity); Series1999A, First Mortgage RB		5.75	%		07/01/23		1,500		1,501,095

Massachusetts (State of) Development Finance Agency(Massachusetts Institute of Technology);Series2002K,RB^(c)		5.50	%		07/01/32		190		270,788

Massachusetts (State of) Development Finance Agency (The Grovesin Lincoln); Series2009A, Senior LivingFacilityRB		7.75	%		06/01/39		375		374,085

Massachusetts (State of) Development Finance Agency (TuftsMedical Center); Series2011I, RB		6.88	%		01/01/41		375		425,138

									3,755,886

Michigan0.69%
Dearborn Economic Development Corp. (Henry Ford Village, Inc.);Series2008, Ref. Limited Obligation RB		7.00	%		11/15/28		450		456,170

Michigan (State of) Strategic Fund (The Dow Chemical Co.);Series2003A-1,Ref.LimitedObligationRB^(a)(i)(j)		6.75	%		06/02/14		375		418,721

									874,891

Minnesota3.35%
Anoka (City of) (The Homestead at Anoka, Inc.);Series2011A, Health Care Facilities RB		7.00	%		11/01/40		375		391,298

Bloomington (City of) Port Authority (Radisson Blu Mall ofAmerica, LLC); Series2010, Recovery Zone Facility RB		9.00	%		12/01/35		375		400,954

Brooklyn Park (City of) (Prairie Seeds Academy);Series2009A, Lease RB		9.25	%		03/01/39		350		393,732

Minneapolis (City of) (Fairview Health Services);Series2008A, Health Care System RB		6.75	%		11/15/32		600		705,300

Minnesota (State of) Tobacco Securitization Authority;Series2011B, Tobacco Settlement RB		5.25	%		03/01/31		375		408,656

North Oaks (City of) (Presbyterian Homes of North Oaks, Inc.);Series2007, Senior Housing RB		6.13	%		10/01/39		500		507,155

Rochester (City of) (Samaritan Bethany, Inc.);Series2009A, Ref. Health Care& Housing RB		7.38	%		12/01/41		375		406,384

St. Paul (City of) Housing& Redevelopment Authority(Emerald Gardens); Series2010, Ref. Tax IncrementAllocationRB		6.25	%		03/01/25		375		396,870

West St. Paul (City of) (Walker Thompson Hill, LLC);Series2011A, Health Care Facilities RB		7.00	%		09/01/46		260		269,807

Winsted (City of) (St. Marys Care Center);Series2010A, Health Care RB		6.88	%		09/01/42		375		386,126

									4,266,282

Mississippi0.32%
Mississippi Business Finance Corp. (System Energy Resources,Inc.); Series1998, PCR		5.88	%		04/01/22		400		401,200

Missouri4.01%
Branson (City of) Regional Airport Transportation DevelopmentDistrict; Series2007B,AirportRB^(a)(h)		6.00	%		07/01/37		450		157,388

Bridgeton (City of) Industrial Development Authority (SarahCommunity); Series2011A, Ref. & ImprovementSenior Housing RB		6.38	%		05/01/35		375		383,231

Cass (County of); Series2007, Hospital RB		5.63	%		05/01/38		375		377,336

Des Peres (City of) (West County Center);Series2002A, Ref. Tax Increment Allocation RB		5.75	%		04/15/20		2,000		2,001,900

Kansas City (City of) Industrial Development Authority (WardParkway Center Community Improvement District);Series2011, Sales Tax RB		6.75	%		10/01/41		375		384,566

Kirkwood (City of) Industrial Development Authority (AberdeenHeights); Series2010A, Retirement Community RB		8.25	%		05/15/39		375		412,935

St. Louis (County of) Industrial Development Authority (GrandCenter Redevelopment); Series2011, Tax IncrementAllocation Improvement RB		6.38	%		12/01/25		375		391,841

St. Louis (County of) Industrial Development Authority(Ranken-Jordan); Series2007, Ref. Health Facilities RB		5.00	%		11/15/22		500		495,060

St. Louis (County of) Industrial Development Authority (St.Andrews Resources for Seniors); Series2007A,Senior Living Facilities RB		6.38	%		12/01/41		500		503,810

									5,108,067

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

12InvescoMunicipal Income Opportunities TrustII


						Principal
	Interest			Maturity		Amount
	Rate			Date		(000)		Value

Nebraska0.32%
Gage (County of) Hospital Authority No.1 (BeatriceCommunity Hospital& Health Center);Series2010B, Health Care Facilities RB		6.75	%		06/01/35	$	375	$	406,118

Nevada1.87%
Clark (County of) (Special Improvement District No.142);Series2003, Local Improvement RB		6.38	%		08/01/23		910		941,422

Director of the State of Nevada Department ofBusiness& Industry (Las Vegas Monorail);Series2000, SecondTierRB^(h)		7.38	%		01/01/40		1,000		1,200

Henderson (City of) (Local Improvement DistrictNo.T-18);Series2006, Special Assessment RB		5.30	%		09/01/35		675		363,420

Las Vegas (City of) Redevelopment Agency;Series2009A, Tax Increment Allocation RB		8.00	%		06/15/30		450		537,390

Sparks (City of) (Local Improvement DistrictsNo.3-Legendsat Sparks Marina); Series2008, Special Assessment LimitedObligation Improvement RB		6.50	%		09/01/20		520		540,920

									2,384,352

New Hampshire0.63%
New Hampshire (State of) Business Finance Authority (HugginsHospital); Series2009, First Mortgage RB		6.88	%		10/01/39		375		409,898

New Hampshire (State of) Health& Education FacilitiesAuthority (Rivermead); Series2011A, RB		6.88	%		07/01/41		375		394,871

									804,769

New Jersey3.48%
Essex (County of) Improvement Authority (Newark);Series2010A, RB		6.25	%		11/01/30		375		424,106

New Jersey (State of) Economic Development Authority(Continental Airlines, Inc.);
Series1999, SpecialFacilityRB^(a)		6.25	%		09/15/19		375		375,990

Series1999, SpecialFacilityRB^(a)		6.40	%		09/15/23		190		190,245

New Jersey (State of) Economic Development Authority (LionsGate); Series2005A, First Mortgage RB		5.75	%		01/01/25		710		694,203

New Jersey (State of) Economic Development Authority(Presbyterian Home at Montgomery); Series2001A,First Mortgage RB		6.38	%		11/01/31		500		463,165

New Jersey (State of) Economic Development Authority (UnitedMethodist Homes); Series1998, Ref. RB		5.13	%		07/01/25		1,000		941,100

New Jersey (State of) Health Care Facilities Financing Authority(St. Josephs Health Care System); Series2008, RB		6.63	%		07/01/38		375		400,590

Tobacco Settlement Financing Corp.;
Series2007 1A, Asset-Backed RB		4.50	%		06/01/23		375		353,734

Series2007 1A, Asset-Backed RB		5.00	%		06/01/29		375		332,786

Series2007 1A, Asset-Backed RB		5.00	%		06/01/41		340		258,862

									4,434,781

New Mexico0.32%
New Mexico (State of) Hospital Equipment Loan Council (La VidaLlena); Series2010A, First Mortgage RB		6.13	%		07/01/40		375		401,209

New York4.27%
Brooklyn Arena Local Development Corp. (Barclays Center);
Series2009, PILOTCABRB^(g)		0.00	%		07/15/35		550		147,153

Series2009, PILOTCABRB^(g)		0.00	%		07/15/46		3,750		510,600

Mount Vernon (City of) Industrial Development Agency (WartburgSenior Housing, Inc./Meadowview); Series1999, CivicFacility RB		6.15	%		06/01/19		790		790,103

Nassau (County of) Industrial Development Agency (Amsterdam atHarborside); Series2007A, Continuing Care RetirementCommunity RB		6.50	%		01/01/27		550		463,848

New York& New Jersey (States of) Port Authority;
One Hundred Sixty-Ninth Series2011,ConsolidatedRB^(a)(c)		5.00	%		10/15/27		640		729,946

One Hundred Sixty-Ninth Series2011,ConsolidatedRB^(a)(c)		5.00	%		10/15/28		490		555,400

New York (City of) Industrial Development Agency (7 World TradeCenter, LLC); Series2005A, Liberty RB		6.50	%		03/01/35		600		600,810

New York (City of) Industrial Development Agency (PolytechnicUniversity); Series2007, Ref. Civic Facility RB(INSACA)^(b)		5.25	%		11/01/37		450		458,131

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

13InvescoMunicipal Income Opportunities TrustII


						Principal
	Interest			Maturity		Amount
	Rate			Date		(000)		Value

New York(continued)

New York (State of) Dormitory Authority (Orange Regional MedicalCenter); Series2008, RB		6.25	%		12/01/37	$	375	$	386,707

New York Liberty Development Corp. (Bank of America Tower at OneBryant Park); Series2010, Ref. Second Priority Liberty RB		6.38	%		07/15/49		375		407,955

New York Liberty Development Corp. (National Sports Museum);Series2006A,RB^(d)(h)		6.13	%		02/15/19		1,000		10

Seneca (County of) Industrial Development Agency (SenecaMeadows, Inc.);Series2005,RB^(a)(d)(i)(j)		6.63	%		10/01/13		375		379,118

									5,429,781

North Carolina0.32%
North Carolina (State of) Medical Care Commission (WhiteStone);Series2011A, First Mortgage RetirementFacilitiesRB		7.75	%		03/01/41		375		401,303

Ohio2.33%
Centerville (City of) (Bethany Lutheran Village Continuing CareFacility Expansion); Series2007A, Health Care RB		6.00	%		11/01/38		600		600,222

Cuyahoga (County of) (Eliza Jennings Senior Care Network);Series2007A, Health Care& IndependentLiving Facilities RB		5.75	%		05/15/27		700		691,901

Lorain (County of) Port Authority (U.S.Steel Corp.);Series2010, Recovery Zone Facility RB		6.75	%		12/01/40		375		402,604

Montgomery (County of) (St. Leonard); Series2010, Ref.& Improvement Health Care& MFH RB		6.63	%		04/01/40		375		394,230

Ohio (State of) Air Quality Development Authority (FirstEnergyGeneration Corp.); Series2009C, Ref. PCR		5.63	%		06/01/18		375		430,031

Toledo-Lucas (County of) Port Authority (Crocker Park PublicImprovement); Series2003, Special Assessment RB		5.38	%		12/01/35		450		452,614

									2,971,602

Oklahoma0.98%
Citizen Potawatomi Nation; Series2004A, Sr.Obligation Tax RB		6.50	%		09/01/16		450		440,618

Oklahoma (State of) Development Finance Authority (ComancheCounty Hospital); Series2002B, RB		6.60	%		07/01/31		390		401,606

Tulsa (County of) Industrial Authority (Montereau, Inc.);Series2010A, Senior Living Community RB		7.25	%		11/01/45		375		404,261

									1,246,485

Pennsylvania5.79%
Allegheny (County of) Industrial Development Authority (PropelCharter School-Montour); Series2010A, Charter SchoolRB		6.75	%		08/15/35		365		370,340

Allegheny (County of) Redevelopment Authority (PittsburghMills); Series2004, Tax Allocation RB		5.60	%		07/01/23		500		500,910

Bucks (County of) Industrial Development Authority (AnnsChoice, Inc. Facility); Series2005A, RetirementCommunity RB		6.25	%		01/01/35		1,000		1,001,520

Chester (County of) Industrial Development Authority(RHA/Pennsylvania Nursing Homes, Inc.); Series2002, FirstMortgage RB		8.50	%		05/01/32		2,760		2,735,822

Cumberland (County of) Municipal Authority (Asbury PennsylvaniaObligated Group); Series2010, RB		6.13	%		01/01/45		360		366,163

Harrisburg (City of) Authority (Harrisburg University ofScience); Series2007B, University RB		6.00	%		09/01/36		750		648,615

Montgomery (County of) Industrial Development Authority(Philadelphia Presbytery Homes, Inc.); Series2010, RB		6.63	%		12/01/30		375		413,633

Pennsylvania (State of) Intergovernmental Cooperation Authority(City of Philadelphia Funding Program); Series2009, Ref.SpecialTaxRB^(c)		5.00	%		06/15/21		1,125		1,340,359

									7,377,362

Puerto Rico0.55%
Puerto Rico Sales Tax Financing Corp.;
First Subseries 2010A,CABRB^(g)		0.00	%		08/01/34		1,500		451,605

First Subseries 2010C,CABRB^(g)		0.00	%		08/01/39		1,125		243,799

									695,404

Rhode Island0.25%
Tobacco Settlement Financing Corp.; Series2002A,Asset-Backed RB		6.25	%		06/01/42		315		314,981

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

14InvescoMunicipal Income Opportunities TrustII


						Principal
	Interest			Maturity		Amount
	Rate			Date		(000)		Value

South Carolina1.71%
Georgetown (County of) (International Paper Co.);Series2000A, Ref. Environmental Improvement RB		5.95	%		03/15/14	$	250	$	269,708

Myrtle Beach (City of) (Myrtle Beach Air Force Base);Series2006A, Tax Increment Allocation RB		5.25	%		10/01/26		930		805,622

South Carolina (State of) Jobs-Economic Development Authority(The Woodlands at Furman);
Series2012, Ref. RB		6.00	%		11/15/42		410		219,271

Series2012, Ref. Sub.CABRB^(g)		0.00	%		11/15/47		176		660

South Carolina (State of) Jobs-Economic Development Authority(Wesley Commons); Series2006, Ref. First Mortgage HealthFacilities RB		5.13	%		10/01/26		1,000		887,750

									2,183,011

South Dakota0.25%
Sioux Falls (City of) (Dow Rummel Village); Series2006,Ref. Health Facilities RB		5.00	%		11/15/33		375		322,065

Tennessee2.83%
Johnson City (City of) Health& Educational FacilitiesBoard (Mountain States Health Alliance);Series2006A, First Mortgage Hospital RB		5.50	%		07/01/31		800		841,296

Metropolitan Government of Nashville (City of) & Davidson(County of) Health& Educational Facilities Board(Blakeford at Green Hills); Series1998, Ref. RB		5.65	%		07/01/24		375		374,310

Shelby (County of) Health, Educational& HousingFacilities Board (The Village at Germantown);Series2003A, Residential Care Facility Mortgage RB		7.25	%		12/01/34		1,000		999,840

Shelby (County of) Health, Educational& HousingFacilities Board (Trezevant Manor); Series2006A, RB		5.75	%		09/01/37		1,000		976,480

Trenton (City of) Health& Educational FacilitiesBoard (RHA/Trenton MR, Inc.); Series2009, RB		9.25	%		04/01/39		375		409,886

									3,601,812

Texas9.93%
Alliance Airport Authority, Inc. (Federal Express Corp.);Series2006, Ref. SpecialFacilitiesRB^(a)		4.85	%		04/01/21		450		482,553

Austin Convention Enterprises, Inc.; Series2006B,Ref. Second TierConventionCenterRB^(d)		5.75	%		01/01/34		500		492,020

Capital Area Cultural Education Facilities Finance Corp. (TheRoman Catholic Diocese of Austin); Series2005B, RB		6.13	%		04/01/45		375		405,877

Central Texas Regional Mobility Authority; Series2011,Sub. Lien RB		6.75	%		01/01/41		375		401,201

Clifton Higher Education Finance Corp. (Uplift Education);Series2010A, Education RB		6.25	%		12/01/45		375		411,499

Decatur (City of) Hospital Authority (Wise Regional HealthSystem); Series2004A, RB		7.13	%		09/01/34		660		668,408

HFDC of Central Texas, Inc. (Sears Tyler Methodist);Series2009A, RB		7.75	%		11/15/44		375		378,821

HFDC of Central Texas, Inc.; Series2006A, RetirementFacilities RB		5.75	%		11/01/36		375		341,048

Houston (City of) (Continental Airlines, Inc.);
Series2001E, Airport System SpecialFacilitiesRB^(a)		6.75	%		07/01/21		375		376,624

Series2001E, Airport System SpecialFacilitiesRB^(a)		6.75	%		07/01/29		185		185,770

Houston Health Facilities Development Corp. (Buckingham SeniorLiving Community); Series2004A, RetirementFacilitiesRB^(i)(k)		7.13	%		02/15/14		1,000		1,137,430

Houston Higher Education Finance Corp. (Cosmos Foundation,Inc.); Series2011A, RB		6.88	%		05/15/41		375		428,141

La Vernia Higher Education Finance Corp. (Knowledge is PowerProgram, Inc.); Series2009A, RB		6.25	%		08/15/39		375		412,455

Lubbock Health Facilities Development Corp. (Carillon SeniorLifeCare Community); Series2005A, Ref. FirstMortgage RB		6.50	%		07/01/26		825		834,520

North Texas Tollway Authority;
Series2008A, Ref. First TierSystem RB(INSBHAC)^(b)(c)		5.75	%		01/01/48		1,125		1,256,940

Series2011B, Special Project SystemCABRB^(g)		0.00	%		09/01/37		2,800		654,556

San Antonio Convention Hotel Finance Corp. (Empowerment Zone);Series2005A, Contract RB(INSAMBAC)^(a)(b)		5.00	%		07/15/39		375		359,081

Tarrant County Cultural Education Facilities Finance Corp. (C.C.Young Memorial Home); Series2009 B-2, Retirement FacilityRB		6.50	%		02/15/14		140		140,087

Tarrant County Cultural Education Facilities Finance Corp.(Mirador); Series2010A, Retirement Facility RB		8.13	%		11/15/39		375		387,960

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

15InvescoMunicipal Income Opportunities TrustII


						Principal
	Interest			Maturity		Amount
	Rate			Date		(000)		Value

Texas(continued)

Tarrant County Cultural Education Facilities Finance Corp.(Northwest Senior Housing Corp.Edgemere);Series2006A, Retirement Facility RB		6.00	%		11/15/36	$	400	$	404,856

Texas (State of) Turnpike Authority (Central Texas TurnpikeSystem); Series2002, CAB RB(INSAMBAC)^(b)(g)		0.00	%		08/15/33		1,560		434,554

Texas Private Activity Bond Surface Transportation Corp. (LBJInfrastructure); Series2010, Sr. Lien RB		7.00	%		06/30/40		375		427,504

Texas Private Activity Bond Surface Transportation Corp. (NTEMobility Partners LLC North Tarrant Express Management Lanes);Series2009, Sr. Lien RB		6.88	%		12/31/39		375		426,079

Texas State Public Finance Authority Charter School FinanceCorp. (Odyssey Academy, Inc.); Series2010A,Education RB		7.13	%		02/15/40		375		402,435

Travis County Health Facilities Development Corp. (WestminsterManor); Series2010, RB		7.00	%		11/01/30		375		415,252

Tyler Health Facilities Development Corp. (Mother FrancesHospital Regional Health Care Center); Series2007, Ref.Hospital RB		5.00	%		07/01/33		375		380,498

									12,646,169

Utah0.81%
Emery (County of) (PacifiCorp); Series1996, EnvironmentalImprovementRB^(a)		6.15	%		09/01/30		650		650,293

Utah (State of) Charter School Finance Authority (North DavisPreparatory Academy); Series2010, Charter School RB		6.38	%		07/15/40		375		376,170

									1,026,463

Virginia1.58%
Chesterfield (County of) Economic Development Authority(Brandermill Woods); Series1998, Ref.MortgageRB^(d)		6.50	%		01/01/28		719		715,803

Lexington (City of) Industrial Development Authority (Kendal atLexington); Series2007A, Residential Care FacilitiesMortgage RB		5.50	%		01/01/37		395		366,750

Peninsula Town Center Community Development Authority;Series2007, Special Obligation RB		6.45	%		09/01/37		496		453,909

Virginia (State of) Small Business Financing Authority (HamptonRoads Proton Beam Therapy Institute at Hampton University, LLC);Series2009,RB^(d)		9.00	%		07/01/39		450		479,106

									2,015,568

Washington2.83%
King (County of) Public Hospital District No.4 (SnoqualmieValley Hospital);
Series2009, Ref. & Improvement Limited Tax GO Bonds		7.25	%		12/01/38		375		383,689

Series2011, Ref. & Improvement Limited Tax GO Bonds		7.00	%		12/01/40		375		392,198

King (County of); Series2011B, Ref.SewerRB^(c)		5.00	%		01/01/34		1,125		1,278,394

Seattle Industrial Development Corp. (Northwest Airlines, Inc.);Series2001, SpecialFacilitiesRB^(a)		7.25	%		04/01/30		600		600,000

Washington (State of) Health Care Facilities Authority (CentralWashington Health Services Association); Series2009, RB		7.00	%		07/01/39		375		420,202

Washington (State of) Health Care Facilities Authority (SeattleCancer Care Alliance); Series2009, RB		7.38	%		03/01/38		450		525,676

									3,600,159

West Virginia0.29%
West Virginia (State of) Hospital Finance Authority (ThomasHealth System); Series2008, RB		6.50	%		10/01/38		375		373,091

Wisconsin2.17%
Wisconsin (State of) Health& Educational FacilitiesAuthority (Beaver Dam Community Hospitals, Inc.);Series2004A, RB		6.75	%		08/15/34		1,250		1,273,962

Wisconsin (State of) Health& Educational FacilitiesAuthority (Prohealth Care, Inc. Obligated Group);Series2009, RB		6.38	%		02/15/29		575		669,197

Wisconsin (State of) Health& Educational FacilitiesAuthority (St. Johns Community, Inc.);Series2009A, RB		7.63	%		09/15/39		375		419,115

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

16InvescoMunicipal Income Opportunities TrustII


						Principal
	Interest			Maturity		Amount
	Rate			Date		(000)		Value

Wisconsin(continued)

Wisconsin (State of) Public Finance Authority (Glenridge PalmerRanch); Series2011A, Continuing Care RetirementCommunity RB		8.25	%		06/01/46	$	375	$	398,846

									2,761,120

TOTALINVESTMENTS^(l)105.17%(Cost$131,774,441)									133,881,977

FLOATING RATE NOTEOBLIGATIONS(6.33%)
Notes with interest rates ranging from 0.16% to 0.28% at02/29/12andcontractual maturities of collateral ranging from06/15/21to06/15/50(SeeNote1I)^(m)									(8,055,000	)

OTHER ASSETS LESS LIABILITIES1.16%									1,477,985

NET ASSETS100.00%								$	127,304,962

Investment Abbreviations:


ACA		ACA Financial Guaranty Corp.
AGM		Assured Guaranty Municipal Corp.
AMBAC		American Municipal Bond Assurance Corp.
BAN		Bond Anticipation Notes
BHAC		Berkshire Hathaway Assurance Corp.
CAB		Capital Appreciation Bonds
COP		Certificates of Participation
GO		General Obligation
IDR		Industrial Development Revenue Bonds
INS		Insurer
LOC		Letter of Credit
MFH		Multi-Family Housing
PCR		Pollution Control Revenue Bonds
PILOT		Payment-in-Lieu-of-Tax
RB		Revenue Bonds
Ref.		Refunding
RN		Revenue Notes
Sec.		Secured
SGI		Syncora Guarantee, Inc.
Sr.		Senior
Sub.		Subordinated
VRD		Variable Rate Demand

Notes to Schedule of Investments:


^(a)		Security subject to the alternativeminimum tax.
^(b)		Principaland/orinterest payments are secured by the bond insurance companylisted.
^(c)		Underlying security related toDealer Trusts entered into by the Trust. See Note1I.
^(d)		Security purchased or received in atransaction exempt from registration under the Securities Act of1933, as amended. The security may be resold pursuant to anexemption from registration under the 1933 Act, typically toqualified institutional buyers. The aggregate value of thesesecurities at February29, 2012 was $3,334,875, whichrepresented 2.62% of the Trusts Net Assets.
^(e)		Demand security payable upon demandby the Trust at specified time intervals no greater thanthirteen months. Interest rate is redetermined periodically.Rate shown is the rate in effect on February29, 2012.
^(f)		Principal and interest payments arefully enhanced by a letter of credit from the bank listed or apredecessor bank, branch or subsidiary.
^(g)		Zero coupon bonds issued at adiscount.
^(h)		Defaulted security. Currently, theissuer is partially or fully in default with respect to interestpayments. The aggregate value of these securities atFebruary29, 2012 was $1,428,438, which represented 1.12%of the Trusts Net Assets.
⁽ⁱ⁾		Security has an irrevocable call bythe issuer or mandatory put by the holder. Maturity datereflects such call or put.
^(j)		Interest or dividend rate isredetermined periodically. Rate shown is the rate in effect onFebruary29, 2012.
^(k)		Advance refunded; secured by anescrow fund of U.S.Government obligations or other highlyrated collateral.
^(l)		Entities may either issue,guarantee, back or otherwise enhance the credit quality of asecurity. The entities are not primarily responsible for theissuers obligation but may be called upon to satisfy theissuers obligations. No concentration of any single entitywas greater than 5%.
^(m)		Floating rate note obligationsrelated to securities held. The interest rates shown reflect therates in effect at February29, 2012. At February29,2012, the Trusts investments with a value of $14,360,315are held by Dealer Trusts and serve as collateral for the$8,055,000 in floating rate note obligations outstanding at thatdate.

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

17InvescoMunicipal Income Opportunities TrustII

Statementof Assets and Liabilities

February29,2012


Assets:
Investments, at value (Cost$131,774,441)	$	133,881,977

Receivable for:
Investments sold		8,030

Interest		2,138,782

Investment for trustee deferred compensation and retirement plans		5,915

Other assets		2,581

Total assets		136,037,285

Liabilities:
Floating rate note obligations		8,055,000

Payable for:
Amount due custodian		528,998

Accrued fees to affiliates		27

Accrued other operating expenses		73,863

Trustee deferred compensation and retirement plans		74,435

Total liabilities		8,732,323

Net assets applicable to shares outstanding	$	127,304,962

Net assets consistof:
Shares of beneficial interest	$	141,636,512

Undistributed net investment income		916,828

Undistributed net realized gain (loss)		(17,355,914	)

Unrealized appreciation		2,107,536

	$	127,304,962

Shares outstanding, $0.01 par value per share, with an unlimitednumber of shares authorized:
Outstanding		16,184,389

Net asset value per share	$	7.87

Market value per share	$	7.68

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

18InvescoMunicipal Income Opportunities TrustII

Statementof Operations

Forthe year ended February29, 2012


Investment income:
Interest	$	8,488,949

Expenses:

Advisory fees		598,136

Administrative services fees		50,000

Custodian fees		6,512

Interest, facilities and maintenance fees		94,757

Transfer agent fees		13,263

Trustees and officers fees and benefits		28,450

Professional services fees		66,683

Other		79,135

Total expenses		936,936

Net investment income		7,552,013

Realized & unrealized gain (loss) from:
Net realized gain (loss) from investment securities (includesnet gains (losses) from securities sold to affiliates of$(287,638))		(2,452,041	)

Change in net unrealized appreciation of investment securities		15,152,089

Net realized and unrealized gain		12,700,048

Net increase in net assets resulting from operations	$	20,252,061

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

19InvescoMunicipal Income Opportunities TrustII

Statementof Changes in Net Assets

Forthe years ended February29, 2012 and February28,2011


	2012			2011

Operations:
Net investment income	$	7,552,013		$	7,575,013

Net realized gain (loss)		(2,452,041	)		(4,592,170	)

Change in net unrealized appreciation (depreciation)		15,152,089			(860,525	)

Net increase in net assets resulting from operations		20,252,061			2,122,318

Distributions to shareholders from net investment income		(7,525,742	)		(7,525,743	)

Net increase (decrease) in net assets		12,726,319			(5,403,425	)

Net assets:
Beginning of year		114,578,643			119,982,068

End of year (includes undistributed net investment income of$916,828 and $942,066, respectively)	$	127,304,962		$	114,578,643

Notesto Financial Statements

February29,2012

NOTE1SignificantAccounting Policies

Invesco Municipal Income Opportunities TrustII (theTrust), a Massachusetts business trust, isregistered under the Investment Company Act of 1940, as amended(the 1940 Act), as a diversified, closed-end seriesmanagement investment company.

The Trusts investment objective is to providea high level of current income which is exempt from federalincome tax.

The following is a summary of the significantaccounting policies followed by the Trust in the preparation ofits financial statements.


A.		SecurityValuations Securities, includingrestricted securities, are valued according to the followingpolicy.
		Securities are fair valued using anevaluated quote provided by an independent pricing serviceapproved by the Board of Trustees. Evaluated quotes provided bythe pricing service may be determined without exclusive relianceon quoted prices and may reflect appropriate factors such asinstitution-size trading in similar groups of securities, yield,quality, coupon rate, maturity, type of issue, individualtrading characteristics and other market data. Securities with ademand feature exercisable within one to seven days are valuedat par. Debt securities are subject to interest rate and creditrisks. In addition, all debt securities involve some risk ofdefault with respect to interest and principal payments.
		Securities for which market quotationseither are not readily available or are unreliable are valued atfair value as determined in good faith by or under thesupervision of the Trusts officers following proceduresapproved by the Board of Trustees. Some of the factors which maybe considered in determining fair value are fundamentalanalytical data relating to the investment; the nature andduration of any restrictions on transferability or disposition;trading in similar securities by the same issuer or comparablecompanies; relevant political, economic or issuer specific news;and other relevant factors under the circumstances.
		Valuations change in response to manyfactors including the historical and prospective earnings of theissuer, the value of the issuers assets, general economicconditions, interest rates, investor perceptions and marketliquidity. Because of the inherent uncertainties of valuation,the values reflected in the financial statements may materiallydiffer from the value received upon actual sale of thoseinvestments.
B.		SecuritiesTransactions and Investment IncomeSecurities transactions are accounted for on a trade date basis.Realized gains or losses on sales are computed on the basis ofspecific identification of the securities sold. Interest incomeis recorded on the accrual basis from settlement date. Dividendincome (net of withholding tax, if any) is recorded on theex-dividend date. Bond premiums and discounts are amortizedand/oraccreted for financial reporting purposes.
		The Trust may periodically participatein litigation related to Trust investments. As such, the Trustmay receive proceeds from litigation settlements. Any proceedsreceived are included in the Statement of Operations as realizedgain (loss) for investments no longer held and as unrealizedgain (loss) for investments still held.
		Brokerage commissions and mark ups areconsidered transaction costs and are recorded as an increase tothe cost basis of securities purchasedand/orareduction of proceeds on a sale of securities. Such transactioncosts are included in the determination of net realized andunrealized gain (loss) from investment securities reported inthe Statement of Operations and the Statement of Changes in NetAssets and the net realized and unrealized gains (losses) onsecurities per share in the Financial Highlights. Transactioncosts are included in the calculation of the Trusts netasset value and, accordingly, they reduce the Trusts totalreturns. These transaction costs are not considered operatingexpenses and are not reflected in net investment income reportedin the Statement of Operations and Statement of Changes in NetAssets, or the net investment income per share and ratios ofexpenses and net investment income reported in the FinancialHighlights, nor are they limited by any expense limitationarrangements between the Trust and the investment adviser.

20InvescoMunicipal Income Opportunities Trust II


C.		CountryDetermination For the purposes of makinginvestment selection decisions and presentation in the Scheduleof Investments, the investment adviser may determine the countryin which an issuer is locatedand/orcredit risk exposure based on various factors. These factorsinclude the laws of the country under which the issuer isorganized, where the issuer maintains a principal office, thecountry in which the issuer derives 50% or more of its totalrevenues and the country that has the primary market for theissuers securities, as well as other criteria. Among theother criteria that may be evaluated for making thisdetermination are the country in which the issuer maintains 50%or more of its assets, the type of security, financialguarantees and enhancements, the nature of the collateral andthe sponsor organization. Country of issuerand/orcredit risk exposure has been determined to be the United Statesof America, unless otherwise noted.
D.		DistributionsDistributions from income are declared and paid monthly.Distributions from net realized capital gain, if any, aregenerally paid annually and recorded on ex-dividend date. TheTrust may elect to treat a portion of the proceeds fromredemptions as distributions for federal income tax purposes.
E.		Federal IncomeTaxes The Trust intends to comply withthe requirements of SubchapterM of the Internal RevenueCode necessary to qualify as a regulated investment company andto distribute substantially all of the Trusts taxableearnings to shareholders. As such, the Trust will not be subjectto federal income taxes on otherwise taxable income (includingnet realized capital gain) that is distributed to shareholders.Therefore, no provision for federal income taxes is recorded inthe financial statements.
		In addition, the Trust intends to investin such municipal securities to allow it to qualify to payshareholders exempt dividends, as defined in theInternal Revenue Code.
		The Trust files tax returns in theU.S.Federal jurisdiction and certain other jurisdictions.Generally, the Trust is subject to examinations by such taxingauthorities for up to three years after the filing of the returnfor the tax period.
F.		Interest,Facilities and Maintenance Fees Interest,Facilities and Maintenance Fees include interest and relatedborrowing costs such as commitment fees and other expensesassociated with lines of credit and interest and administrativeexpenses related to establishing and maintaining floating ratenote obligations, if any.
G.		AccountingEstimates The preparation of financialstatements in conformity with accounting principles generallyaccepted in the United States of America (GAAP)requires management to make estimates and assumptions thataffect the reported amounts of assets and liabilities at thedate of the financial statements and the reported amounts ofrevenues and expenses during the reporting period includingestimates and assumptions related to taxation. Actual resultscould differ from those estimates by a significant amount. Inaddition, the Trust monitors for material events or transactionsthat may occur or become known after the period-end date andbefore the date the financial statements are released to print.
H.		IndemnificationsUnder the Trusts organizational documents, each Trustee,officer, employee or other agent of the Trust is indemnifiedagainst certain liabilities that may arise out of performance oftheir duties to the Trust. Additionally, in the normal course ofbusiness, the Trust enters into contracts, including theTrusts servicing agreements that contain a variety ofindemnification clauses. The Trusts maximum exposure underthese arrangements is unknown as this would involve futureclaims that may be made against the Trust that have not yetoccurred. The risk of material loss as a result of suchindemnification claims is considered remote.
I.		Floating RateNoteObligations The Trust investsin inverse floating rate securities, such as Residual InterestBonds (RIBs) or Tender Option Bonds(TOBs) for investment purposes and to enhance theyield of the Trust. Inverse floating rate investments tend tounderperform the market for fixed rate bonds in a risinginterest rate environment, but tend to outperform the market forfixed rate bonds when interest rates decline or remainrelatively stable. Such transactions may be purchased in thesecondary market without first owning the underlying bond or bythe sale of fixed rate bonds by the Trust to special purposetrusts established by a broker dealer (DealerTrusts) in exchange for cash and residual interests in theDealer Trusts assets and cash flows, which are in the formof inverse floating rate securities. The Dealer Trusts financethe purchases of the fixed rate bonds by issuing floating ratenotes to third parties and allowing the Trust to retain residualinterest in the bonds. The floating rate notes issued by theDealer Trusts have interest rates that reset weekly and thefloating rate note holders have the option to tender their notesto the Dealer Trusts for redemption at par at each reset date.The residual interests held by the Trust (inverse floating rateinvestments) include the right of the Trust (1)to causethe holders of the floating rate notes to tender their notes atpar at the next interest rate reset date, and (2)totransfer the municipal bond from the Dealer Trusts to the Trust,thereby collapsing the Dealer Trusts.
		TOBs are presently classified as privateplacement securities. Private placement securities are subjectto restrictions on resale because they have not been registeredunder the Securities Act of 1933, as amended or are otherwisenot readily marketable. As a result of the absence of a publictrading market for these securities, they may be less liquidthan publicly traded securities. Although these securities maybe resold in privately negotiated transactions, the pricesrealized from these sales could be less than those originallypaid by the Trust or less than what may be considered the fairvalue of such securities.
		The Trust accounts for the transfer ofbonds to the Dealer Trusts as secured borrowings, with thesecurities transferred remaining in the Trusts investmentassets, and the related floating rate notes reflected as Trustliabilities under the captionFloating rate noteobligationson the Statement of Assets and Liabilities. TheTrust records the interest income from the fixed rate bondsunder the captionInterestand records the expensesrelated to floating rate obligations and any administrativeexpenses of the Dealer Trusts as a component ofInterest,facilities and maintenance feeson the Statement ofOperations.
		The Trust generally invests in inversefloating rate securities that include embedded leverage, thusexposing the Trust to greater risks and increased costs. Theprimary risks associated with inverse floating rate securitiesare varying degrees of liquidity and the changes in the value ofsuch securities in response to changes in market rates ofinterest to a greater extent than the value of an equalprincipal amount of a fixed rate security having similar creditquality, redemption provisions and maturity which may cause theTrusts net asset value to be more volatile than if it hadnot invested in inverse floating rate securities. In certaininstances, the short-term floating rate interests created by thespecial purpose trust may not be able to be sold to thirdparties or, in the case of holders tendering (or putting) suchinterests for repayment of principal, may not be able to beremarketed to third parties. In such cases, the special purposetrust holding the long-term fixed rate bonds may be collapsed.In the case of RIBs or TOBs created by the contribution oflong-term fixed

21InvescoMunicipal Income Opportunities Trust II


		income bonds by the Trust, the Trust will then be required torepay the principal amount of the tendered securities. Duringtimes of market volatility, illiquidity or uncertainty, theTrust could be required to sell other portfolio holdings at adisadvantageous time to raise cash to meet that obligation.
J.		OtherRisks The value of, payment of intereston, repayment of principal for and the ability to sell amunicipal security may be affected by constitutional amendments,legislative enactments, executive orders, administrativeregulations, voter initiatives and the economics of the regionsin which the issuers are located.
		Since many municipal securities areissued to finance similar projects, especially those relating toeducation, health care, transportation and utilities, conditionsin those sectors can affect the overall municipal securitiesmarket and a Trusts investments in municipal securities.
		There is some risk that a portion or allof the interest received from certain tax-free municipalsecurities could become taxable as a result of determinations bythe Internal Revenue Service.

NOTE2AdvisoryFees and Other Fees Paid to Affiliates

The Trust has entered into a master investment advisoryagreement with Invesco Advisers, Inc. (the Adviseror Invesco). Under the terms of the investmentadvisory agreement, the Trust pays an advisory fee to theAdviser based on the annual rate 0.50% of the Trustsaverage weekly net assets.

Under the terms of a mastersub-advisoryagreement between the Adviser and each of Invesco AssetManagement Deutschland GmbH, Invesco Asset Management Limited,Invesco Asset Management (Japan) Limited, Invesco AustraliaLimited, Invesco Hong Kong Limited, Invesco Senior SecuredManagement, Inc. and Invesco Canada Ltd. (collectively, theAffiliatedSub-Advisers)the Adviser, not the Trust, may pay 40% of the fees paid to theAdviser to any such AffiliatedSub-Adviser(s)that provide(s) discretionary investment management services tothe Trust based on the percentage of assets allocated to suchSub-Adviser(s).

The Adviser has contractually agreed, through atleast June30, 2012, to waive advisory feesand/orreimburse expenses to the extent necessary to limit theTrusts expenses (excluding certain items discussed below)to 0.73%. In determining the Advisers obligation to waiveadvisory feesand/orreimburse expenses, the following expenses are not taken intoaccount, and could cause the Trusts expenses to exceed thelimit reflected above: (1)interest, facilities andmaintenance fees; (2)taxes; (3)dividend expense onshort sales; (4)extraordinary or non-routine items,including litigation expenses; and (5)expenses that theTrust has incurred but did not actually pay because of anexpense offset arrangement. Unless the Board of Trustees andInvesco mutually agree to amend or continue the fee waiveragreement, it will terminate on June30, 2012. The Adviserdid not waive feesand/orreimburse expenses during the period under this expenselimitation.

The Trust has entered into a master administrativeservices agreement with Invesco pursuant to which the Trust hasagreed to pay Invesco for certain administrative costs incurredin providing accounting services to the Trust. For the yearended February29, 2012, expenses incurred under thisagreement are shown in the Statement of Operations asadministrative services fees.

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

NOTE3AdditionalValuation Information

GAAP defines fair value as the price that would be received tosell an asset or paid to transfer a liability in an orderlytransaction between market participants at the measurement date,under current market conditions. GAAP establishes a hierarchythat prioritizes the inputs to valuation methods giving thehighest priority to readily available unadjusted quoted pricesin an active market for identical assets (Level1)andthe lowest priority to significant unobservable inputs(Level3)generally when market prices are not readilyavailable or are unreliable. Based on the valuation inputs, thesecurities or other investments are tiered into one of threelevels. Changes in valuation methods may result in transfers inor out of an investments assigned level:


	Level1	Prices are determined using quoted prices in an active marketfor identical assets.
	Level2	Prices are determined using other significant observable inputs.Observable inputs are inputs that other market participants mayuse in pricing a security. These may include quoted prices forsimilar securities, interest rates, prepayment speeds, creditrisk, yield curves, loss severities, default rates, discountrates, volatilities and others.
	Level3	Prices are determined using significant unobservable inputs. Insituations where quoted prices or observable inputs areunavailable (for example, when there is little or no marketactivity for an investment at the end of the period),unobservable inputs may be used. Unobservable inputs reflect theTrusts own assumptions about the factors marketparticipants would use in determining fair value of thesecurities or instruments and would be based on the bestavailable information.

The following is a summary of the tiered valuationinput levels, as of February29, 2012. The level assignedto the securities valuations may not be an indication of therisk or liquidity associated with investing in those securities.Because of the inherent uncertainties of valuation, the valuesreflected in the financial statements may materially differ fromthe value received upon actual sale of those investments.

During the year ended February29, 2012, therewere no significant transfers between investment levels.


	Level 1	Level 2		Level 3	Total

Municipal Obligations	$	$	133,881,977	$	$	133,881,977

NOTE4SecurityTransactions with Affiliated Funds

The Trust is permitted to purchase or sell securities from or tocertain other Invesco Funds under specified conditions outlinedin procedures adopted by the Board of Trustees of the Trust. Theprocedures have been designed to ensure that any purchase orsale of securities by the Fund from or to another fund orportfolio that is or could be considered an affiliate by virtueof having a common investment adviser (or affiliated investmentadvisers), common Trusteesand/orcommon officers complies withRule17a-7of the 1940 Act. Further, as defined under the procedures, eachtransaction is effected at the current market price. Pursuant tothese procedures, for the year ended February29, 2012, theTrust engaged in securities sales of $3,473,675, which resultedin net realized gains (losses) of $(287,638).

22InvescoMunicipal Income Opportunities Trust II

NOTE5Trusteesand Officers Fees and Benefits

Trustees and Officers Fees and Benefitsinclude amounts accrued by the Trust to pay remuneration tocertain Trustees and Officers of the Trust. Trustees have theoption to defer compensation payable by the Trust, andTrustees and Officers Fees and Benefitsalso include amounts accrued by the Trust to fund such deferredcompensation amounts. Those Trustees who defer compensation havethe option to select various Invesco Trusts in which theirdeferral accounts shall be deemed to be invested. Finally,certain current Trustees are eligible to participate in aretirement plan that provides for benefits to be paid uponretirement to Trustees over a period of time based on the numberof years of service. The Trust may have certain former Trusteeswho also participate in a retirement plan and receive benefitsunder such plan. Trustees and Officers Feesand Benefits include amounts accrued by the Trust to fundsuch retirement benefits. Obligations under the deferredcompensation and retirement plans represent unsecured claimsagainst the general assets of the Trust.

During the year ended February29, 2012, theTrust paid legal fees of $1,067 for services rendered by Kramer,Levin, Naftalis& Frankel LLP as counsel to theIndependent Trustees. A partner of that firm is a Trustee of theTrust.

NOTE6CashBalances and Borrowings

The Trust is permitted to temporarily carry a negative oroverdrawn balance in its account with State Street Bank andTrustCompany, the custodian bank. Such balances, if any atperiod end, are shown in the Statement of Assets and Liabilitiesunder the payable captionamount due custodian. Tocompensate the custodian bank for such overdrafts, the overdrawnTrust may either (1)leave funds as a compensating balancein the account so the custodian bank can be compensated byearning the additional interest; or (2)compensate bypaying the custodian bank at a rate agreed upon by the custodianbank and Invesco, not to exceed the contractually agreed uponrate.

Inverse floating rate obligations resulting from thetransfer of bonds to Dealer Trusts are accounted for as securedborrowings. The average floating rate notes outstanding andaverage annual interest and fees related to inverse floatingrate note obligations during the year ended February29,2012 were $8,082,308 and 1.17%, respectively.

NOTE7Distributionsto Shareholders and Tax Components of Net Assets

Tax Characterof Distributions to Shareholders Paid During the years endedFebruary29, 2012 and February28, 2011:


	2012		2011

Ordinary income tax-exempt	$	7,525,742	$	7,525,743

Tax Componentsof Net Assets at Period-End:


	2012

Undistributed ordinary income	$	778,234

Net unrealized appreciation investments		2,298,918

Temporary book/tax differences		(73,813	)

Post-October deferrals		(357,740	)

Capital loss carryforward		(16,977,149	)

Shares of beneficial interest		141,636,512

Total net assets	$	127,304,962

The difference between book-basis and tax-basisunrealized appreciation (depreciation) is due to differences inthe timing of recognition of gains and losses on investments fortax and book purposes. The Trusts net unrealizedappreciation difference is attributable primarily to book to taxaccretion and amortization differences, defaulted bonds and TOBs.

The temporary book/tax differences are a result oftiming differences between book and tax recognition of incomeand/orexpenses. The Funds temporary book/tax differences are theresult of the trustee deferral of compensation and retirementplan benefits.

Capital loss carryforward is calculated and reportedas of a specific date. Results of transactions and otheractivity after that date may affect the amount of capital losscarryforward actually available for the Trust to utilize. TheRegulated Investment Company Modernization Act of 2010 (theAct) eliminated the eight-year carryover period forcapital losses that arise in taxable years beginning after itsenactment date of December22, 2010. Consequently, thesecapital losses can be carried forward for an unlimited period.However, capital losses with an expiration period may not beused to offset capital gains until all net capital losseswithout an expiration date have been utilized. Additionally,post-enactment capital loss carryovers will retain theircharacter as either short-term or long-term capital lossesinstead of as short-term capital losses as under prior law. Theability to utilize capital loss carryforward in the future maybe limited under the Internal Revenue Code and relatedregulations based on the results of future transactions.

23InvescoMunicipal Income Opportunities Trust II

The Trust has a capital loss carryforward as ofFebruary29, 2012, which expires as follows:


CapitalLoss Carryforward*
Expiration	Short-Term		Long-Term		Total

February28, 2013	$	1,472,699	$		$	1,472,699

February28, 2017		3,649,558				3,649,558

February28, 2018		4,703,351				4,703,351

February28, 2019		3,967,140				3,967,140

Not subject to expiration				3,184,401		3,184,401

	$	13,792,748	$	3,184,401	$	16,977,149


*	Capital loss carryforward as of thedate listed above is reduced for limitations, if any, to theextent required by the Internal Revenue Code.

NOTE8InvestmentSecurities

The aggregate amount of investment securities (other thanshort-term securities, U.S.Treasury obligations and moneymarket funds, if any) purchased and sold by the Trust during theyear ended February29, 2012 was $27,445,757 and$24,956,244, respectively. Cost of investments on a tax basisincludes the adjustments for financial reporting purposes as ofthe most recently completed Federal income tax reportingperiod-end.


UnrealizedAppreciation (Depreciation) of Investment Securities on a TaxBasis

Aggregate unrealized appreciation of investment securities	$	9,005,629

Aggregate unrealized (depreciation) of investment securities		(6,706,711	)

Net unrealized appreciation of investment securities	$	2,298,918

Cost of investments for tax purposes is $131,583,059.

NOTE9Reclassificationof Permanent Differences

Primarily as a result of differing book/tax treatment of taxableincome, on February29, 2012, undistributed net investmentincome was decreased by $51,509, undistributed net realized gain(loss) was increased by $8,768 and shares of beneficial interestwas increased by $42,741. This reclassification had no effect onthe net assets of the Trust.

NOTE10CommonShares of Beneficial Interest

Transactions in common shares of beneficial interest were asfollows:


	Year ended		Year ended
	February 29,		February 28,
	2012		2011

Beginning Shares		16,184,389		16,184,389

Shares Issued Through Dividend Reinvestment

Ending Shares		16,184,389		16,184,389

The Trustees have approved share repurchases wherebythe Trust may, when appropriate, purchase shares in the openmarket or in privately negotiated transactions at a price notabove market value or net asset value, whichever is lower at thetime of purchase.

NOTE11Dividends

The Trust declared the following dividends to commonshareholders from net investment income subsequent toFebruary29, 2012:

DeclarationDate

Amount PerShare

RecordDate

PayableDate

March1, 2012

0.03875

March 14, 2012

March 30, 2012

April2, 2012

0.03875

April 13, 2012

April 30, 2012

24InvescoMunicipal Income Opportunities Trust II

NOTE12FinancialHighlights

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


	Years endedFebruary 29,
	2012			2011^(a)			2010^(a)			2009^(a)			2008

Net asset value, beginning of period	$	7.08		$	7.41		$	6.15		$	8.01		$	9.30

Net investmentincome^(b)		0.47			0.47			0.48			0.49			0.48

Net gains (losses) on securities (both realized and unrealized)		0.79			(0.33	)		1.25			(1.83	)		(1.28	)

Total from investment operations		1.26			0.14			1.73			(1.34	)		(0.80	)

Less distributions from investment income		(0.47	)		(0.47	)		(0.47	)		(0.52	)		(0.49	)

Anti-dilutive effect of sharesrepurchased^(b)											0.00	^(c)		0.00	^(c)

Net asset value, end of period	$	7.87		$	7.08		$	7.41		$	6.15		$	8.01

Market value, end of period	$	7.68		$	6.54		$	7.00		$	6.12		$	8.15

Total return at net assetvalue^(d)		18.70	%		1.93	%

Total return at marketvalue^(e)		25.41	%		(0.33	)%		22.71	%		(19.22	)%		(5.67	)%

Net assets, end of period (000s omitted)	$	127,305		$	114,579		$	119,982		$	99,550		$	129,891

Portfolio turnoverrate^(f)		20	%		18	%		11	%		20	%		25	%

Ratios/supplemental data based on average net assets:
Ratio of expenses		0.78	%^(g)		0.71	%		0.82	%^(h)		0.95	%^(h)		0.94	%^(h)(i)

Ratio of expenses excluding interest, facilities and maintenancefees^(j)		0.70	%^(g)		0.66	%		0.76	%^(h)		0.73	%^(h)		0.73	%^(h)(i)

Ratio of net investment income		6.30	%^(g)		6.29	%		7.01	%^(h)		6.63	%^(h)		5.36	%^(h)(i)

Rebate from Morgan Stanley affiliate								0.00	%^(k)		0.00	%^(k)		0.00	%^(k)


^(a)		For the year ended February28.
^(b)		Calculated using average sharesoutstanding.
^(c)		Includes anti-dilutive effect ofacquiring treasury shares of less than $0.01.
^(d)		Includes adjustments in accordancewith accounting principles generally accepted in the UnitedStates of America and as such, the net asset value for financialreporting purposes and the returns based upon those net assetvalues may differ from the net asset value and returns forshareholder transactions. Not annualized for periods less thanone year, if applicable.
^(e)		Total return assumes an investmentat the common share market price at the beginning of the periodindicated, reinvestment of all distributions for the period inaccordance with the Trusts dividend reinvestment plan, andsale of all shares at the closing common share market price atthe end of the period indicated. Not annualized for periods lessthan one year, if applicable.
^(f)		Portfolio turnover is notannualized for periods less than one year, if applicable.
^(g)		Ratios are based on average dailynet assets (000s omitted) of $119,820.
^(h)		The ratios reflect the rebate ofcertain Fund expenses in connection with investments in a MorganStanley affiliate during the period. The effect of the rebate onthe ratios is disclosed in the above table as Rebate fromMorgan Stanley affiliate.
⁽ⁱ⁾		Does not reflect the effect ofexpense offset of 0.01%.
^(j)		For the years endedFebruary28, 2010 and prior, ratio does not excludefacilities and maintenance fees.
^(k)		Amount is less than 0.005%.

NOTE13SignificantEvent

The Board of Trustees of the Trust (the Board)approved the redomestication of the Trust, a Massachusettsbusiness trust, into a Delaware statutory trust pursuant to anAgreement and Plan of Redomestication (theRedomestication). The Board also approved anAgreement and Plan of Merger pursuant to which the Trust wouldmerge with and into Invesco Municipal Income Opportunities Trust(the Acquiring Trust) in accordance with theDelaware Statutory Trust Act (the Merger). As aresult of the Merger, all of the assets and liabilities of theTrust will become assets and liabilities of the Acquiring Trustand the Trusts shareholders will become shareholders ofthe Acquiring Trust. The Redomestication and the Agreement aresubject to shareholder approval.

25InvescoMunicipal Income Opportunities Trust II

Reportof Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of
Invesco Municipal Income Opportunities TrustII:

In our opinion, the accompanying statement of assets andliabilities, including the schedule of investments, and therelated statements of operations and of changes in net assetsand the financial highlights present fairly, in all materialrespects, the financial position of Invesco Municipal IncomeOpportunities TrustII (hereafter referred to as theTrust) at February29, 2012, the results of itsoperations for the year then ended, and the changes in its netassets and the financial highlights for each of the two years inthe period then ended, in conformity with accounting principlesgenerally accepted in the United States of America. Thesefinancial statements and financial highlights (hereafterreferred to as financial statements) are theresponsibility of the Trusts management. Ourresponsibility is to express an opinion on these financialstatements based on our audit. We conducted our audit of thesefinancial statements in accordance with the standards of thePublic Company Accounting Oversight Board (United States). Thosestandards require that we plan and perform the audit to obtainreasonable assurance about whether the financial statements arefree of material misstatement. An audit includes examining, on atest basis, evidence supporting the amounts and disclosures inthe financial statements, assessing the accounting principlesused and significant estimates made by management, andevaluating the overall financial statement presentation. Webelieve that our audits, which included confirmation ofsecurities at February29, 2012 by correspondence with thecustodian and brokers, provide a reasonable basis for ouropinion. The financial highlights of the Trust for the periodsended February28, 2010 and prior were audited by otherindependent auditors whose report dated April28, 2010expressed an unqualified opinion on those financial statements.

PRICEWATERHOUSECOOPERS LLP

April23, 2012

Houston, Texas

26InvescoMunicipal Income Opportunities Trust II

TaxInformation

Form1099-DIV,Form1042-Sand other year-end tax information provide shareholders withactual calendar year amounts that should be included in theirtax returns. Shareholders should consult their tax advisors.

The following distribution information is beingprovided as required by the Internal Revenue Code or to meet aspecific states requirement.

The Trust designates the following amounts or, ifsubsequently determined to be different, the maximum amountallowable for its fiscal year ended February29, 2012:


Federal and State IncomeTax

Qualified Dividend Income*			0.00%
Corporate Dividends Received Deduction*			0.00%
Tax-Exempt Interest Dividends*			99.43%


	*	The above percentages are based onordinary income dividends paid to shareholders during theTrusts fiscal year.

27InvescoMunicipal Income Opportunities Trust II

SupplementalInformation

The disclosure concerning the investment objective, principalinvestment strategies and principal risks of Invesco MunicipalIncome Opportunities TrustII (the Fund) isbeing updated. The investment objective has not changed; howeverthe Board of Trustees of the Fund approved a revised statementof the principal investment strategies for the Fund. The reviseddisclosure of the investment objective, principal investmentstrategies and associated principal risks for the Fund is setforth below.

InvestmentObjective

The investment objective of Invesco Municipal IncomeOpportunities TrustII (the Fund) is to providea high level of current income which is exempt from federalincome tax.

The investment objective is fundamental and may notbe changed without approval of a majority of the Fundsoutstanding voting securities, as defined in the InvestmentCompany Act of 1940, as amended (the 1940 Act).

PrincipalInvestment Strategies of the Fund

The Fund will invest at least 80% of its net assets in MunicipalObligations, except during temporary defensive periods. Theremaining portion of the Funds net assets may be investedin temporary investments and in options and futures.Under normal circumstances, the Fund expects that substantiallygreater than 80% of its net assets will be invested in MunicipalObligations. Municipal Obligations consist ofMunicipal Bonds, Municipal Notes and Municipal Commercial Paper(each described below), including such obligations purchased ona when-issued or delayed delivery basis.

Under normal circumstances, the Fund will invest atleast 65% of its total assets in (a)Municipal Bonds ratedBB or better by Standard& Poors FinancialServices LLC, a subsidiary of The McGraw-Hill Companies, Inc.(S&P), or Ba or better by MoodysInvestors Service, Inc. (Moodys) or in unratedMunicipal Bonds which Invesco Advisers, Inc. (theAdviser) believes possess many of the samecharacteristics of Municipal Bonds rated BB or better byS&Pand/orBa orbetter by Moodys; (b)Municipal Notes rated in thetwo highest grades by Moodys or S&P or in unratedMunicipal Notes which the Adviser believes possess many of thesame characteristics of municipal notes rated in the two highestgrades by Moodys or S&P; and (c)MunicipalCommercial Paper rated in the two highest grades by Moodysor S&P.

The Fund may acquire higher quality obligations forits portfolio when the difference in yields on higher and lowerquality obligations is narrowed to the extent that higher riskis not justified by higher return, or, when unusual marketconditions are present. The Fund intends to emphasizeinvestments in Municipal Obligations with long-term maturities(10years or more) because such long-term obligationsgenerally produce higher income than short-term obligationsalthough such longer-term obligations are more susceptible tomarket fluctuations resulting from changes in interest ratesthan shorter-term obligations. The average maturity of theFunds portfolio as well as the emphasis on longer-termobligations may vary depending upon market conditions. The Fundwill only invest in Municipal Obligations which are currentlypaying or accruing income at the time of purchase.

The Adviser will attempt to reduce the risks ofinvesting in medium and lower quality Municipal Obligationsthrough the use of active portfolio management, diversification,extensive credit research and analysis, economic analysis,including attention to current trends in the economy andfinancial markets, and participation in the financial futuresand options markets. Also, the Fund will take any action itconsiders appropriate in the event of anticipated financialdifficulties or default, or an actual default or bankruptcy, ofeither the issuer of any such obligation or of the underlyingsource of funds for debt service of such obligation. Such actionmay include retaining the services of various persons or firmssuch as consulting or management services (including affiliatesof the Adviser), to evaluate or protect any real estate,facilities or other assets securing such obligation or acquiredby the Fund as a result of any of the aforementioned events.

Except during temporary defensive periods, the Fundmay not invest more than 20% of its net assets intemporary investments, the income from which may besubject to federal income taxes. The Fund may invest more than20% of its net assets in temporary investments for defensivepurposes when market or economic conditions dictate. The Fundwill invest only in temporary investments which are certificatesof deposit of U.S.domestic banks, including foreignbranches of domestic banks, with assets of $1billion ormore; bankers acceptances; time deposits;U.S.Government securities; or debt securities rated withinthe two highest grades by Moodys or S&P or, if notrated, are of comparable quality as determined by the Trustees,and which mature within one year from the date of purchase.Temporary investments made by the Fund may also includerepurchase agreements.

Certain Municipal Bonds in which the Fund may investwithout limit may subject certain investors to the alternativeminimum tax and, therefore, a substantial portion of the incomeproduced by the Fund may be taxable for such investors under thealternative minimum tax. The Fund, therefore, may not ordinarilybe a suitable investment for investors who are subject to thealternative minimum tax.

The foregoing percentage and rating limitationsapply at the time of acquisition of a security based on the lastprevious determination of the Funds net asset value. Anysubsequent change in any rating by a rating service or change inpercentages resulting from market fluctuations or other changesin the Funds total assets will not require elimination ofany security from the Funds portfolio.

The foregoing investment objective and policies arefundamental policies of the Fund and may not be changed withoutthe approval of a majority of the outstanding voting securitiesof the Fund as defined in the 1940 Act.

Municipal Bonds, MunicipalNotes and Municipal Commercial Paper are debtobligations of states or territories, cities, counties,municipalities and other agencies or instrumentalities whichgenerally have maturities, at the time of their issuance, ofeither one year or more (Bonds), or from six months to threeyears (Notes), or less than one year (Commercial Paper). Whilemost Municipal Obligations pay a fixed rate of interest, certainMunicipal Obligations are floating or variable rate instrumentswhich generally have a final maturity of more than one year andare subject to periodic rate changesand/orshort-term put or tender dates in order to attempt to minimizethe fluctuation in the values of these instruments. MunicipalObligations in which the Fund will primarily invest bearinterest that, in the opinion of bond counsel to the issuer, isexempt from federal income tax. The Adviser does not conduct itsown analysis of the tax status of the interest paid by municipalsecurities held by the Fund, but will rely on the opinion ofcounsel to the issuer of each such instrument.

Included within the general category of MunicipalObligations in which the Fund may invest are participations inlease obligations or installment purchase contract obligations(hereinafter collectively called lease obligations)of counties, cities or other governmental authorities orentities. Although lease obligations

28InvescoMunicipal Income Opportunities TrustII

do not constitute general obligations of the issuer for whichthe issuers taxing power is pledged, a lease obligation isordinarily backed by the issuers covenant to budget for,appropriate and make the payments due under the leaseobligation. The Fund may also purchase certificates ofparticipation, which evidence a proportionate interest inbase rental or lease payments to be made by a county, city orother governmental authority or entity.

The Fund reserves the right to invest 25% or more ofits total assets in any of the following types of MunicipalObligations provided that the percentage of the Fundstotal assets in private activity bonds in any one category doesnot exceed 25% of the Funds total assets: health facilityobligations, housing obligations, single family mortgage revenuebonds, industrial revenue obligations (including pollutioncontrol obligations), electric utility obligations, airportfacility revenue obligations, water and sewer obligations,university and college revenue obligations, bridge authority andtoll road obligations and resource recovery obligations.

The Adviser employs abottom-up,research-driven approach to identify securities that haveattractive risk/reward characteristics for the sectors in whichthe Fund invests. The Adviser also integrates macroeconomicanalysis and forecasting into its evaluation and ranking ofvarious sectors and individual securities. Finally, theInvestment Adviser employs leverage in an effort to enhance theFunds income and total return. Sell decisions are basedon: (i)a deterioration or likely deterioration of anindividual issuers capacity to meet its debt obligationson a timely basis; (ii)a deterioration or likelydeterioration of the broader fundamentals of a particularindustry or sector; and (iii)opportunities in thesecondary or primary market to purchase a security with betterrelative value.

Municipal Securities.The yields ofmunicipal securities depend on, among other things, generalmoney market conditions, general conditions of the municipalsecurities market, size of a particular offering, the maturityof the obligation and rating of the issue. The ratings ofS&P and Moodys represent their opinions of thequality of the municipal securities they undertake to rate.These ratings are general and are not absolute standards ofquality. Consequently, municipal securities with the samematurity, coupon and rating may have different yields whilemunicipal securities of the same maturity and coupon withdifferent ratings may have the same yield.

The two principal classifications of municipalsecurities are general obligation and revenue or specialdelegation securities. General obligation securities are securedby the issuers pledge of its faith, credit and taxingpower for the payment of principal and interest. Revenuesecurities are usually payable only from the revenues derivedfrom a particular facility or class of facilities or, in somecases, from the proceeds of a special excise tax or otherspecific revenue source. Industrial development bonds areusually revenue securities, the credit quality of which isnormally directly related to the credit standing of theindustrial user involved.

Within these principal classifications of municipalsecurities, there are a variety of types of municipalsecurities, including:


		Variable rate securities, which bear rates of interest that areadjusted periodically according to formulae intended to reflectmarket rates of interest.
		Municipal notes, including tax, revenue and bond anticipationnotes of short maturity, generally less than three years, whichare issued to obtain temporary funds for various public purposes.
		Variable rate demand notes, which are obligations that contain afloating or variable interest rate adjustment formula and whichare subject to a right of demand for payment of the principalbalance plus accrued interest either at any time or at specifiedintervals. The interest rate on a variable rate demand note maybe based on a known lending rate, such as a banks primerate, and may be adjusted when such rate changes, or theinterest rate may be a market rate that is adjusted at specifiedintervals. The adjustment formula maintains the value of thevariable rate demand note at approximately the par value of suchnote at the adjustment date.
		Municipal leases, which are obligations issued by state andlocal governments or authorities to finance the acquisition ofequipment and facilities. Certain municipal lease obligationsmay include non-appropriation clauses which provide that themunicipality has no obligation to make lease or installmentpurchase payments in future years unless money is appropriatedfor such purpose on a yearly basis.
		Private activity bonds, which are issued by, or on behalf of,public authorities to finance privately operated facilities.
		Participation certificates, which are obligations issued bystate or local governments or authorities to finance theacquisition of equipment and facilities. They may representparticipations in a lease, an installment purchase contract or aconditional sales contract.
		Municipal securities that may not be backed by the faith, creditand taxing power of the issuer.
		Municipal securities that are privately placed and that may haverestrictions on the Funds ability to resell, such astiming restrictions or requirements that the securities only besold to qualified institutional investors.
		Municipal securities that are insured by financial insurancecompanies.

The following investment practices apply to theportfolio investments of the Fund and may be changed by theTrustees of the Fund without shareholder approval, followingwritten notice to the shareholders.

Inverse Floating Rate Obligations.TheFund may invest in inverse floating rate obligations. Inversefloating rate obligations are variable rate debt instrumentsthat pay interest at rates that move in the opposite directionof prevailing interest rates. Because the interest rate paid toholders of such obligations is generally determined bysubtracting a variable or floating rate from a predeterminedamount, the interest rate paid to holders of such obligationswill decrease as such variable or floating rate increases andincrease as such variable or floating rate decreases. Theinverse floating rate obligations in which the Fund may investinclude derivative instruments such as residual interest bonds(RIBs) or tender option bonds (TOBs).Such instruments are typically created by a special purposetrust that holds long-term fixed rate bonds and sells twoclasses of beneficial interests: short-term floating rateinterests, which are sold to third party investors, and inversefloating residual interests, which are purchased by the Fund.The short-term floating rate interests have first priority onthe cash flow from the bond held by the special purpose trustand the Fund (as holder of the inverse floating residualinterests) is paid the residual cash flow from the bond held bythe special purpose trust.

When-Issued and Delayed DeliveryTransactions.The Fund may purchase and sell securitieson a when-issued and delayed delivery basis, which means thatthe Fund buys or sells a security with payment and deliverytaking place in the future. The payment obligation and theinterest rate are fixed at the time the Fund enters into thecommitment. No income accrues on such securities until the datethe Fund actually takes delivery of the securities.

Restricted Securities.The Fund mayinvest up to 10% of its total assets in securities subject tocontractual restrictions on resale.

Zero Coupon/PIK Bonds.The Fund mayinvest in securities not producing immediate cash income,including zero coupon securities orpay-in-kind(PIK) securities, when their effective yield overcomparable instruments producing cash income makes theseinvestments attractive. PIK securities are debt securities

29InvescoMunicipal Income Opportunities TrustII

that pay interest through the issuance of additional securities.Zero coupon securities are debt securities that do not entitlethe holder to any periodic payment of interest prior to maturityor a specified date when the securities begin paying currentinterest. They are issued and traded at a discount from theirface amounts or par value, which discount varies depending onthe time remaining until cash payments begin, prevailinginterest rates, liquidity of the security and the perceivedcredit quality of the issuer. The securities do not entitle theholder to any periodic payments of interest prior to maturity,which prevents any reinvestment of interest payments atprevailing interest rates if prevailing interest rates rise. Onthe other hand, because there are no periodic interest paymentsto be reinvested prior to maturity, zero coupon securitieseliminate the reinvestment risk and may lock in a favorable rateof return to maturity if interest rates drop. In addition, theFund would be required to distribute the income on theseinstruments as it accrues, even though the Fund will not receiveall of the income on a current basis or in cash. Thus, the Fundmay have to sell other investments, including when it may not beadvisable to do so, to make income distributions to the CommonShareholders.

Principal Risksof Investing in the Fund

As with any fund investment, loss of money is a risk ofinvesting. An investment in the Fund is not a deposit in a bankand is not insured or guaranteed by the Federal DepositInsurance Corporation or any other government agency. As withany managed fund, the Adviser may not be successful in selectingthe best-performing securities or investment techniques, and theFunds performance may lag behind that of similar funds.The risks associated with an investment in the Fund can increaseduring times of significant market volatility.

Municipal Securities Risk.Under normalmarket conditions, longer-term municipal securities generallyprovide a higher yield than shorter-term municipal securities.The Fund has no limitation as to the maturity of municipalsecurities in which it may invest. The Adviser may adjust theaverage maturity of the Funds portfolio from time to timedepending on its assessment of the relative yields available onsecurities of different maturities and its expectations offuture changes in interest rates. The yields of municipalsecurities may move differently and adversely compared to theyields of the overall debt securities markets. Certain kinds ofmunicipal securities are subject to specific risks that couldcause a decline in the value of those securities:

Lease Obligations.

Certain leaseobligations contain non-appropriation clauses that provide thatthe governmental issuer has no obligation to make futurepayments under the lease or contract unless money isappropriated for that purpose by the appropriate legislativebody on an annual or other periodic basis. Consequently,continued lease payments on those lease obligations containingnon-appropriation clauses are dependent on future legislativeactions. If these legislative actions do not occur, the holdersof the lease obligation may experience difficulty in exercisingtheir rights, including disposition of the property.

Private Activity Bonds.

The issuers ofprivate activity bonds in which the Fund may invest may benegatively impacted by conditions affecting either the generalcredit of the user of the private activity project or theproject itself. Conditions such as regulatory and environmentalrestrictions and economic downturns may lower the need for thesefacilities and the ability of users of the project to pay forthe facilities. Private activity bonds may also pay interestsubject to the alternative minimum tax.

In 2011, S&P lowered its long-term sovereigncredit rating on the U.S.to AA+ fromAAA with a negative outlook. FollowingS&Ps downgrade of the long-term sovereign creditrating on the U.S., the major rating agencies have also placedmany municipalities on review for potential downgrades, whichcould impact the market price, liquidity and volatility of themunicipal securities held by the Fund in its portfolio. If theuniverse of municipal securities meeting the Funds ratingsand credit quality requirements shrinks, it may be moredifficult for the Fund to meet its investment objectives and theFunds investments may become more concentrated in fewerissues. Future downgrades by other rating agencies could havesignificant adverse effects on the economy generally and couldresult in significant adverse impacts on municipal issuers andthe Fund.

Many state and municipal governments that issuesecurities are under significant economic and financial stressand may not be able to satisfy their obligations. In response tothe national economic downturn, governmental cost burdens havebeen and may continue to be reallocated among federal, state andlocal governments. The ability of municipal issuers to maketimely payments of interest and principal may be diminishedduring general economic downturns and as governmental costburdens are reallocated among federal, state and localgovernments. Also, as a result of the downturn and relatedunemployment, declining income and loss of property values, manystate and local governments have experienced significantreductions in revenues and consequently difficulties meetingongoing expenses. As a result, certain of these state and localgovernments may have difficulty paying or default in the paymentof principal or interest on their outstanding debt, mayexperience ratings downgrades of their debt. The taxing power ofany governmental entity may be limited by provisions of stateconstitutions or laws and an entitys credit will depend onmany factors, including the entitys tax base, the extentto which the entity relies on federal or state aid, and otherfactors which are beyond the entitys control. In addition,laws enacted in the future by Congress or state legislatures orreferenda could extend the time for payment of principaland/orinterest, or impose other constraints on enforcement of suchobligations or on the ability of municipalities to levy taxes.

In addition, municipalities might seek protectionunder the bankruptcy laws, thereby affecting the repayment oftheir outstanding debt. Issuers of municipal securities mightseek protection under the bankruptcy laws. In the event ofbankruptcy of such an issuer, holders of municipal securitiescould experience delays in collecting principal and interest andsuch holders may not be able to collect all principal andinterest to which they are entitled. Certain provisions of theU.S.Bankruptcy Code governing such bankruptcies areunclear. Further, the application of state law to municipalsecurities issuers could produce varying results among thestates or among municipal securities issuers within a state.These uncertainties could have a significant impact on theprices of the municipal securities in which the Fund invests.The value of municipal securities generally may be affected byuncertainties in the municipal markets as a result oflegislation or litigation, including legislation or litigationthat changes the taxation of municipal securities or the rightsof municipal securities holders in the event of a bankruptcy. Toenforce its rights in the event of a default in the payment ofinterest or repayment of principal, or both, the Fund may takepossession of and manage the assets securing the issuersobligations on such securities, which may increase theFunds operating expenses. Any income derived from theFunds ownership or operation of such assets may not betax-exempt and could jeopardize the Funds status as aregulated investment company under the Internal Revenue Code.

The U.S.economy may be in the process ofdeleveraging, with individuals, companies andmunicipalities reducing expenditures and paying down borrowings.In such event, the number of municipal borrowers and the amountof outstanding municipal securities may contract, potentiallywithout corresponding reductions in investor demand formunicipal securities. As a result, the Fund may have fewerinvestment alternatives, may invest in securities that itpreviously would have declined and may concentrate itsinvestments in a smaller number of issuers.

30InvescoMunicipal Income Opportunities TrustII

Insurance Risk.Financial insuranceguarantees that interest payments on a bond will be made on timeand that principal will be repaid when the bond matures. Insuredmunicipal obligations would generally be assigned a lower ratingif the rating were based primarily on the credit quality of theissuer without regard to the insurance feature. If theclaims-paying ability of the insurer were downgraded, theratings on the municipal obligations it insures may also bedowngraded. Insurance does not protect the Fund against lossescaused by declines in a bonds value due to a change inmarket conditions.

Market Risk.Market risk is thepossibility that the market values of securities owned by theFund will decline. The net asset value of the Fund will changewith changes in the value of its portfolio securities, and thevalue of the Funds investments can be expected tofluctuate over time. The financial markets in general aresubject to volatility and may at times experience extremevolatility and uncertainty, which may affect all investmentsecurities, including debt securities and derivativeinstruments. Volatility may be greater during periods of generaleconomic uncertainty.

Interest Rate Risk.Because the Fundinvests primarily in fixed income municipal securities, the netasset value of the Fund can be expected to change as generallevels of interest rates fluctuate. When interest rates decline,the value of a portfolio invested in fixed income securitiesgenerally can be expected to rise. Conversely, when interestrates rise, the value of a portfolio invested in fixed incomesecurities generally can be expected to decline. The prices oflonger term municipal securities generally are more volatilewith respect to changes in interest rates than the prices ofshorter term municipal securities. These risks may be greater inthe current market environment because certain interest ratesare near historically low levels.

Credit Risk.Credit risk refers to anissuers ability to make timely payments of interest andprincipal when due. Municipal securities, like other debtobligations, are subject to the credit risk of nonpayment. Theability of issuers of municipal securities to make timelypayments of interest and principal may be adversely affected bygeneral economic downturns and as relative governmental costburdens are allocated and reallocated among federal, state andlocal governmental units. Private activity bonds used to financeprojects, such as industrial development and pollution control,may also be negatively impacted by the general credit of theuser of the project. Nonpayment would result in a reduction ofincome to the Fund, and a potential decrease in the net assetvalue of the Fund. The Adviser continuously monitors the issuersof securities held in the Fund.

The Fund will rely on the Advisers judgment,analysis and experience in evaluating the creditworthiness of anissuer. In its analysis, the Adviser may consider the creditratings of NRSROs in evaluating securities, although the Adviserdoes not rely primarily on these ratings. Credit ratings ofNRSROs evaluate only the safety of principal and interestpayments, not the market risk. In addition, ratings are generaland not absolute standards of quality, and the creditworthinessof an issuer may decline significantly before an NRSRO lowersthe issuers rating. A rating downgrade does not requirethe Fund to dispose of a security.

Medium-grade obligations (for example, bonds ratedBBB by S&P) possess speculative characteristics so thatchanges in economic conditions or other circumstances are morelikely to lead to a weakened capacity of the issuer to makeprincipal and interest payments than in the case of higher-ratedsecurities. Securities rated below investment grade areconsidered speculative by NRSROs with respect to theissuers continuing ability to pay interest and principal.

Income Risk.The income you receive fromthe Fund is based primarily on prevailing interest rates, whichcan vary widely over the short and long term. If interest ratesdecrease, your income from the Fund may decrease as well.

Call Risk.If interest rates fall, it ispossible that issuers of securities with high interest rateswill prepay or call their securities before their maturitydates. In this event, the proceeds from the called securitieswould likely be reinvested by the Fund in securities bearing thenew, lower interest rates, resulting in a possible decline inthe Funds income and distributions to shareholders.

Market Segment Risk.The Fund generallyconsiders investments in municipal securities issued bygovernments or political subdivisions not to be subject toindustry concentration policies (because such issuers are not inany industry). The Fund may, however, invest in municipalsecurities issued by entities having similar characteristics.For example, the issuers may be located in the same geographicarea or may pay their interest obligations from revenue ofsimilar projects, such as hospitals, airports, utility systemsand housing finance agencies. This may make the Fundsinvestments more susceptible to similar economic, political orregulatory occurrences, which could increase the volatility ofthe Funds net asset value. Subject to the Fundsfundamental investment restriction on investing in privateactivity bonds, the Fund may invest more than 25% of its totalassets in a segment of the municipal securities market withsimilar characteristics if the Adviser determines that theyields available from obligations in a particular segmentjustify the additional risks of a larger investment in thatsegment.

The Fund has no policy limiting its investments inmunicipal securities whose issuers are located in the samestate. If the Fund were to invest a significant portion of itstotal assets in issuers located in the same state, it would bemore susceptible to adverse economic, business or regulatoryconditions in that state.

Tax Risk.To qualify for the favorableU.S.federal income tax treatment generally accorded toregulated investment companies, among other things, the Fundmust derive in each taxable year at least 90% of its grossincome from certain prescribed sources. If for any taxable yearthe Fund does not qualify as a regulated investment company, allof its taxable income (including its net capital gain) would besubject to federal income tax at regular corporate rates withoutany deduction for distributions to shareholders, and alldistributions from the Fund (including underlying distributionsattributable to tax exempt interest income) would be taxable toshareholders as ordinary dividends to the extent of theFunds current and accumulated earnings and profits.

The value of the Funds investments and its netasset value may be adversely affected by changes in tax ratesand policies. Because interest income from municipal securitiesis normally not subject to regular federal income taxation, theattractiveness of municipal securities in relation to otherinvestment alternatives is affected by changes in federal incometax rates or changes in the tax-exempt status of interest incomefrom municipal securities. Any proposed or actual changes insuch rates or exempt status, therefore, can significantly affectthe demand for and supply, liquidity and marketability ofmunicipal securities. This could in turn affect the Fundsnet asset value and ability to acquire and dispose of municipalsecurities at desirable yield and price levels. Additionally,the Fund may not be a suitable investment for individualretirement accounts, for other tax-exempt or tax-deferredaccounts or for investors who are not sensitive to the federalincome tax consequences of their investments.

The Fund may invest all or a substantial portion ofits total assets in municipal securities subject to the federalalternative minimum tax. Accordingly, an investment in the Fundcould cause shareholders to be subject to (or result in anincreased liability under) the federal alternative minimum tax.As a result, the Fund may not be a suitable investment forinvestors who are already subject to the federal alternativeminimum tax or who could become subject to the federalalternative minimum tax as a result of an investment in the Fund.

31InvescoMunicipal Income Opportunities TrustII

Subsequent to the Funds acquisition of amunicipal security, the security may be determined to pay, or tohave paid, taxable income. As a result, the treatment ofdividends previously paid or to be paid by the Fund asexempt-interest dividends could be adverselyaffected, subjecting the Funds shareholders to increasedfederal income tax liabilities.

For federal income tax purposes, distributions ofordinary taxable income (including any net short-term capitalgain) will be taxable to shareholders as ordinary income (andnot eligible for favorable taxation as qualified dividendincome), and capital gain dividends will be taxed atlong-term capital gain rates.

Generally, to the extent the Fundsdistributions are derived from interest on municipal securitiesof a particular state (and, in some cases qualifying obligationsof U.S.territories and possessions), its distributions areexempt from the personal income tax of that state. In somecases, the Funds shares may (to the extent applicable)also be exempt from personal property taxes of such state.However, some states require that the Fund meet certainthresholds with respect to the portion of its portfolioconsisting of municipal securities of such state in order forsuch exemption to apply.

Inverse Floating Rate ObligationsRisk.Like most other fixed-income securities, thevalue of inverse floating rate obligations will decrease asinterest rates increase. They are more volatile, however, thanmost other fixed-income securities because the coupon rate on aninverse floating rate obligation typically changes at a multipleof the change in the relevant index rate. Thus, any rise in theindex rate (as a consequence of an increase in interest rates)causes a correspondingly greater drop in the coupon rate of aninverse floating rate obligation while a drop in the index ratecauses a correspondingly greater increase in the coupon of aninverse floating rate obligation. Some inverse floating rateobligations may also increase or decrease substantially becauseof changes in the rate of prepayments. Inverse floating rateobligations tend to underperform the market for fixed rate bondsin a rising interest rate environment, but tend to outperformthe market for fixed rate bonds when interest rates decline orremain relatively stable. Inverse floating rate obligations havevarying degrees of liquidity.

The Fund generally invests in inverse floating rateobligations that include embedded leverage, thus exposing theFund to greater risks and increased costs. The market value of aleveraged inverse floating rate obligationsgenerally will fluctuate in response to changes in market ratesof interest to a greater extent than the value of an unleveragedinvestment. The extent of increases and decreases in the valueof inverse floating rate obligations generally will be largerthan changes in an equal principal amount of a fixed ratesecurity having similar credit quality, redemption provisionsand maturity, which may cause the Funds net asset value tobe more volatile than if it had not invested in inverse floatingrate obligations.

In certain instances, the short-term floating rateinterests created by a special purpose trust may not be able tobe sold to third parties or, in the case of holders tendering(or putting) such interests for repayment of principal, may notbe able to be remarketed to third parties. In such cases, thespecial purpose trust holding the long-term fixed rate bonds maybe collapsed. In the case of inverse floating rate obligationscreated by the Fund, the Fund would then be required to repaythe principal amount of the tendered securities. During times ofmarket volatility, illiquidity or uncertainty, the Fund could berequired to sell other portfolio holdings at a disadvantageoustime to raise cash to meet that obligation.

The use of short-term floating rate obligations mayrequire the Fund to segregate or earmark cash or liquid assetsto cover its obligations. Securities so segregated or earmarkedwill be unavailable for sale by the Fund (unless replaced byother securities qualifying for segregation requirements), whichmay limit the Funds flexibility and may require that theFund sell other portfolio investments at a time when it may bedisadvantageous to sell such assets.

Risks of Investing in Lower-GradeSecurities.Securities that are in the lower-gradecategories generally offer higher yields than are offered byhigher-grade securities of similar maturities, but they alsogenerally involve greater risks, such as greater credit risk,market risk, volatility and liquidity risk. In addition, theamount of available information about the financial condition ofcertain lower-grade issuers may be less extensive than otherissuers, making the Fund more dependent on the Adviserscredit analysis than a fund investing only in higher-gradesecurities. To minimize the risks involved in investing inlower-grade securities, the Fund does not purchase securitiesthat are in default or rated in categories lower than B- byS&P or B3 by Moodys or unrated securities ofcomparable quality.

Secondary market prices of lower-grade securitiesgenerally are less sensitive than higher-grade securities tochanges in interest rates and are more sensitive to generaladverse economic changes or specific developments with respectto the particular issuers. A significant increase in interestrates or a general economic downturn may significantly affectthe ability of municipal issuers of lower-grade securities topay interest and to repay principal, or to obtain additionalfinancing, any of which could severely disrupt the market forlower-grade municipal securities and adversely affect the marketvalue of such securities. Such events also could lead to ahigher incidence of default by issuers of lower-gradesecurities. In addition, changes in credit risks, interestrates, the credit markets or periods of general economicuncertainty can be expected to result in increased volatility inthe price of the lower-grade securities and the net asset valueof the Fund. Adverse publicity and investor perceptions, whetheror not based on rational analysis, may affect the value,volatility and liquidity of lower-grade securities.

In the event that an issuer of securities held bythe Fund experiences difficulties in the timely payment ofprincipal and interest and such issuer seeks to restructure theterms of its borrowings, the Fund may incur additional expensesand may determine to invest additional assets with respect tosuch issuer or the project or projects to which the Fundssecurities relate. Further, the Fund may incur additionalexpenses to the extent that it is required to seek recovery upona default in the payment of interest or the repayment ofprincipal on its portfolio holdings and the Fund may be unableto obtain full recovery on such amounts.

Investments in debt obligations that are at risk ofor in default present special tax issues for the Fund. Federalincome tax rules are not entirely clear about issues such aswhen the Fund may cease to accrue interest, original issuediscount or market discount, when and to what extent deductionsmay be taken for bad debts or worthless securities, how paymentsreceived on obligations in default should be allocated betweenprincipal and interest and whether certain exchanges of debtobligations in a workout context are taxable. These and otherissues will be addressed by the Fund, in the event it invests inor holds such securities, in order to seek to ensure that itdistributes sufficient income to preserve its status as aregulated investment company.

Liquidity Risk.Liquidity relates to theability of a fund to sell a security in a timely manner at aprice which reflects the value of that security. The amount ofavailable information about the financial condition of municipalsecurities issuers is generally less extensive than that forcorporate issuers with publicly traded securities, and themarket for municipal securities is generally considered to beless liquid than the market for corporate debt obligations.Certain municipal securities in which the Fund may invest, suchas special obligation bonds, lease obligations, participationcertificates and variable rate instruments,

32InvescoMunicipal Income Opportunities TrustII

may be particularly less liquid. To the extent the Fund owns ormay acquire illiquid or restricted securities, these securitiesmay involve special registration requirements, liabilities andcosts, and liquidity and valuation difficulties.

The effects of adverse publicity and investorperceptions may be more pronounced for securities for which noestablished retail market exists as compared with the effects onsecurities for which such a market does exist. An economicdownturn or an increase in interest rates could severely disruptthe market for such securities and adversely affect the value ofoutstanding securities or the ability of the issuers to repayprincipal and interest. Further, the Fund may have moredifficulty selling such securities in a timely manner and attheir stated value than would be the case for securities forwhich an established retail market does exist.

The markets for lower-grade securities may be lessliquid than the markets for higher-grade securities. To theextent that there is no established retail market for some ofthe lower-grade securities in which the Fund may invest, tradingin such securities may be relatively inactive. Prices oflower-grade securities may decline rapidly in the event asignificant number of holders decide to sell. Changes inexpectations regarding an individual issuer of lower-gradesecurities generally could reduce market liquidity for suchsecurities and make their sale by the Fund at their currentvaluation more difficult.

From time to time, the Funds investments mayinclude securities as to which the Fund, by itself or togetherwith other funds or accounts managed by the Adviser, holds amajor portion or all of an issue of municipal securities.Because there may be relatively few potential purchasers forsuch investments and, in some cases, there may be contractualrestrictions on resales, the Fund may find it more difficult tosell such securities at a time when the Adviser believes it isadvisable to do so.

Unrated Securities Risk.Manylower-grade securities are not listed for trading on anynational securities exchange, and many issuers of lower-gradesecurities choose not to have a rating assigned to theirobligations by any NRSRO. As a result, the Funds portfoliomay consist of a higher portion of unlisted or unratedsecurities as compared with an investment company that investssolely in higher-grade, listed securities. Unrated securitiesare usually not as attractive to as many buyers as are ratedsecurities, a factor which may make unrated securities lessmarketable. These factors may limit the ability of the Fund tosell such securities at their fair value. The Fund may be morereliant on the Advisers judgment and analysis inevaluating the creditworthiness of an issuer of unratedsecurities.

When-Issued and Delayed DeliveryRisks.When-issued and delayed delivery transactionsare subject to market risk as the value or yield of a securityat delivery may be more or less than the purchase price or theyield generally available on securities when delivery occurs. Inaddition, the Fund is subject to counterparty risk because itrelies on the buyer or seller, as the case may be, to consummatethe transaction, and failure by the other party to complete thetransaction may result in the Fund missing the opportunity ofobtaining a price or yield considered to be advantageous.

Zero Coupon/PIK Bond Risk.Prices onnon-cash-paying instruments may be more sensitive to changes inthe issuers financial condition, fluctuations in interestrates and market demand/supply imbalances than cash-payingsecurities with similar credit ratings, and thus may be morespeculative than are securities that pay interest periodicallyin cash. These securities may subject the Fund to greater marketrisk than a fund that does not own these types of securities.Special tax considerations are associated with investing innon-cash-paying instruments, such as zero coupon or PIKsecurities. The Adviser will weigh these concerns against theexpected total returns from such instruments.

33InvescoMunicipal Income Opportunities TrustII

Trusteesand Officers

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


			Number ofFunds
Name, Year ofBirth and	Trusteeand/	PrincipalOccupation(s)	in FundComplex	OtherDirectorship(s)
Position(s) Heldwith the Trust	or OfficerSince	During Past 5Years	Overseen byTrustee	Held byTrustee



InterestedPersons



Martin L.Flanagan¹1960 Trustee	2010	Executive Director, Chief Executive Officer and President,Invesco Ltd. (ultimate parent of Invesco and a global investmentmanagement firm); Advisor to the Board, Invesco Advisers, Inc.(formerly known as Invesco Institutional (N.A.), Inc.); Trustee,The Invesco Funds; Vice Chair, Investment Company Institute; andMember of Executive Board, SMU Cox School of Business	140	None

		Formerly: Chairman, Invesco Advisers, Inc. (registeredinvestment adviser); Director, Chairman, Chief Executive Officerand President, IVZ Inc. (holding company), INVESCO GroupServices, Inc. (service provider) and Invesco North AmericanHoldings, Inc. (holding company); Director, Chief ExecutiveOfficer and President, Invesco Holding Company Limited (parentof Invesco and a global investment management firm); Director,Invesco Ltd.; Chairman, Investment Company Institute andPresident, Co-Chief Executive Officer, Co-President, ChiefOperating Officer and Chief Financial Officer, FranklinResources, Inc. (global investment management organization)



Philip A.Taylor²1954 Trustee, President and Principal Executive Officer	2010	Head of North American Retail and Senior Managing Director,Invesco Ltd.; Director, Co-Chairman, Co-President and Co-ChiefExecutive Officer, Invesco Advisers, Inc. (formerly known asInvesco Institutional (N.A.), Inc.) (registered investmentadviser); Director, Chairman, Chief Executive Officer andPresident, Invesco Management Group, Inc. (formerly Invesco AimManagement Group, Inc.) (financial services holding company);Director and President, INVESCO Funds Group, Inc. (registeredinvestment adviser and registered transfer agent); Director andChairman, Invesco Investment Services, Inc. (formerly known asInvesco Aim Investment Services, Inc.) (registered transferagent) and IVZ Distributors, Inc. (formerly known as INVESCODistributors, Inc.) (registered broker dealer); Director,President and Chairman, Invesco Inc. (holding company) andInvesco Canada Holdings Inc. (holding company); Chief ExecutiveOfficer, Invesco Corporate Class Inc. (corporate mutual fundcompany) and Invesco Canada Fund Inc. (corporate mutual fundcompany); Director, Chairman and Chief Executive Officer,Invesco Canada Ltd. (formerly known as Invesco TrimarkLtd./Invesco Trimark Ltèe) (registered investment adviserand registered transfer agent); Trustee, President and PrincipalExecutive Officer, The Invesco Funds (other than AIMTreasurers Series Trust (Invesco Treasurers SeriesTrust) and Short-Term Investments Trust); Trustee and ExecutiveVice President, The Invesco Funds (AIM Treasurers SeriesTrust (Invesco Treasurers Series Trust) and Short-TermInvestments Trust only); Director, Invesco Investment AdvisersLLC (formerly known as Van Kampen Asset Management); Director,Chief Executive Officer and President, Van Kampen Exchange Corp.	140	None

		Formerly: Director and Chairman, Van Kampen Investor ServicesInc.: Director, Chief Executive Officer and President, 1371Preferred Inc. (holding company); and Van Kampen InvestmentsInc.; Director and President, AIM GP Canada Inc. (generalpartner for limited partnerships); and Van Kampen Advisors,Inc.; Director and Chief Executive Officer, Invesco TrimarkDealer Inc. (registered broker dealer); Director, InvescoDistributors, Inc. (formerly known as Invesco Aim Distributors,Inc.) (registered broker dealer); Manager, Invesco PowerSharesCapital Management LLC; Director, Chief Executive Officer andPresident, Invesco Advisers, Inc.; Director, Chairman, ChiefExecutive Officer and President, Invesco Aim Capital Management,Inc.; President, Invesco Trimark Dealer Inc. and Invesco TrimarkLtd./Invesco Trimark Ltèe; Director and President, AIMTrimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.;Senior Managing Director, Invesco Holding Company Limited;Trustee and Executive Vice President, Tax-Free InvestmentsTrust; Director and Chairman, Fund Management Company (formerregistered broker dealer); President and Principal ExecutiveOfficer, The Invesco Funds (AIM Treasurers Series Trust(Invesco Treasurers Series Trust), Short-Term InvestmentsTrust and Tax-Free Investments Trust only); President, AIMTrimark Global Fund Inc. and AIM Trimark Canada Fund Inc.



Wayne W.Whalen³1939 Trustee	2010	Of Counsel, and prior to 2010, partner in the law firm ofSkadden, Arps, Slate, Meagher & Flom LLP, legal counsel tofunds in the Fund Complex	158	Director of the Abraham Lincoln Presidential Library Foundation


¹	Mr.Flanagan is considered an interested person of theTrust because he is an officer of the adviser to the Trust, andan officer and a director of Invesco Ltd., ultimate parent ofthe adviser to the Trust.

²	Mr.Taylor is considered an interested person of the Trustbecause he is an officer and a director of the adviser to, and adirector of the principal underwriter of, the Trust.

³	Mr.Whalen has been deemed to be an interested person ofthe Trust because of his prior service as counsel to thepredecessor funds of certain Invesco open-end funds and hisaffiliation with the law firm that served as counsel to suchpredecessor funds and continues to serve as counsel to theInvesco Van Kampen closed-end funds.

T-1InvescoMunicipal Income Opportunities TrustII

TrusteesandOfficers(continued)


			Number ofFunds
Name, Year ofBirth and	Trusteeand/	PrincipalOccupation(s)	in FundComplex	OtherDirectorship(s)
Position(s) Heldwith the Trust	or OfficerSince	During Past 5Years	Overseen byTrustee	Held byTrustee



IndependentTrustees



Bruce L. Crockett 1944 Trustee and Chair	2010	Chairman, Crockett Technology Associates (technology consulting company) Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)	140	ACE Limited (insurance company); and Investment Company Institute



David C. Arch 1945 Trustee	2010	Chairman and Chief Executive Officer of Blistex Inc., a consumerhealth care products manufacturer.	158	Member of the Heartland Alliance Advisory Board, a nonprofitorganization serving human needs based in Chicago. Board memberof the Illinois Manufacturers Association. Member of theBoard of Visitors, Institute for the Humanities, University ofMichigan



Frank S. Bayley 1939 Trustee	2010	Retired Formerly: Director, Badgley Funds, Inc. (registered investment company) (2portfolios) and Partner, law firm of Baker & McKenzie	140	Director and Chairman, C.D. Stimson Company (a real estateinvestment company)



James T. Bunch 1942 Trustee	2010	Managing Member, Grumman Hill Group LLC (family office private equity management) Formerly: Founder, Green, Manning & Bunch Ltd. (investment banking firm)(1988-2010); Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation	140	Chairman, Board of Governors, Western Golf Association,Chairman-elect, Evans Scholars Foundation and Director, DenverFilm Society



Rodney F. Dammeyer 1940 Trustee	2010	Chairman of CAC, LLC, a private company offering capital investment and management advisory services. Formerly: Prior to January 2004, Director of TeleTech Holdings Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Vice Chairman of Anixter International. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.	158	Director of Quidel Corporation and Stericycle, Inc. Prior to May2008, Trustee of The Scripps Research Institute. Prior toFebruary 2008, Director of Ventana Medical Systems, Inc. Priorto April 2007, Director of GATX Corporation. Prior to April2004, Director of TheraSense, Inc.



Albert R. Dowden 1941 Trustee	2010	Director of a number of public and private businesscorporations, including the Boss Group, Ltd. (private investmentand management); Reich & Tang Funds (5 portfolios)(registered investment company); and Homeowners of AmericaHolding Corporation/Homeowners of America Insurance Company(property casualty company)	140	Board of Natures Sunshine Products, Inc.

		Formerly: Director, Continental Energy Services, LLC (oil andgas pipeline service); Director, CompuDyne Corporation (providerof product and services to the public security market) andDirector, Annuity and Life Re (Holdings), Ltd. (reinsurancecompany); Director, President and Chief Executive Officer, VolvoGroup North America, Inc.; Senior Vice President, AB Volvo;Director of various public and private corporations; Chairman,DHJ Media, Inc.; Director Magellan Insurance Company; andDirector, The Hertz Corporation, Genmar Corporation (boatmanufacturer), National Media Corporation; Advisory Board ofRotary Power International (designer, manufacturer, and sellerof rotary power engines); and Chairman, Cortland Trust, Inc.(registered investment company)



Jack M. Fields 1952 Trustee	2010	Chief Executive Officer, Twenty First Century Group, Inc.(government affairs company); and Owner and Chief ExecutiveOfficer, Dos Angelos Ranch, L.P. (cattle, hunting, corporateentertainment), Discovery Global Education Fund (non-profit) andCross Timbers Quail Research Ranch (non-profit)	140	Insperity (formerly known as Administaff)

		Formerly: Chief Executive Officer, Texana Timber LP (sustainableforestry company) and member of the U.S.House ofRepresentatives



Carl Frischling 1937 Trustee	2010	Partner, law firm of Kramer Levin Naftalis and Frankel LLP	140	Director, Reich & Tang Funds (6portfolios)



Prema Mathai-Davis 1950 Trustee	2010	Retired Formerly: Chief Executive Officer, YWCA of the U.S.A.	140	None



Larry Soll 1942 Trustee	2010	Retired Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)	140	None

T-2InvescoMunicipal Income Opportunities TrustII

TrusteesandOfficers(continued)


			Number ofFunds
Name, Year ofBirth and	Trusteeand/	PrincipalOccupation(s)	in FundComplex	OtherDirectorship(s)
Position(s) Heldwith the Trust	or OfficerSince	During Past 5Years	Overseen byTrustee	Held byTrustee



IndependentTrustees



Hugo F. Sonnenschein 1940 Trustee	2010	Distinguished Service Professor and President Emeritus of theUniversity of Chicago and the Adam Smith Distinguished ServiceProfessor in the Department of Economics at the University ofChicago. Prior to July 2000, President of the University ofChicago.	158	Trustee of the University of Rochester and a member of itsinvestment committee. Member of the National Academy ofSciences, the American Philosophical Society and a fellow of theAmerican Academy of Arts and Sciences



Raymond Stickel, Jr. 1944 Trustee	2010	Retired Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche	140



OtherOfficers



Russell C. Burk 1958 Senior Vice President and Senior Officer	2010	Senior Vice President and Senior Officer of Invesco Funds	N/A	N/A



John M. Zerr 1962 Senior Vice President, Chief Legal Officer and Secretary	2010	Director, Senior Vice President, Secretary and General Counsel,Invesco Management Group, Inc. (formerly known as Invesco AimManagement Group, Inc.) and Van Kampen Exchange Corp.; SeniorVice President, Invesco Advisers, Inc. (formerly known asInvesco Institutional (N.A.), Inc.) (registered investmentadviser); Senior Vice President and Secretary, InvescoDistributors, Inc. (formerly known as Invesco Aim Distributors,Inc.); Director, Vice President and Secretary, InvescoInvestment Services, Inc. (formerly known as Invesco AimInvestment Services, Inc.) and IVZ Distributors, Inc. (formerlyknown as INVESCO Distributors, Inc.); Director and VicePresident, INVESCO Funds Group, Inc.; Senior Vice President,Chief Legal Officer and Secretary, The Invesco Funds; Manager,Invesco PowerShares Capital Management LLC; Director, Secretaryand General Counsel, Invesco Investment Advisers LLC (formerlyknown as Van Kampen Asset Management); Secretary and GeneralCounsel, Van Kampen Funds Inc. and Chief Legal Officer,PowerShares Exchange-Traded Fund Trust, PowerSharesExchange-Traded Fund Trust II, PowerShares India Exchange-TradedFund Trust and PowerShares Actively Managed Exchange-Traded FundTrust	N/A	N/A

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



Lisa O. Brinkley 1959 Vice President	2010	Global Assurance Officer, Invesco Ltd.; Chief Compliance Officer, Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.); and Vice President, The Invesco Funds Formerly: Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) and Van Kampen Investor Services Inc.; Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company	N/A	N/A

T-3InvescoMunicipal Income Opportunities TrustII

TrusteesandOfficers(continued)


			Number ofFunds
Name, Year ofBirth and	Trusteeand/	PrincipalOccupation(s)	in FundComplex	OtherDirectorship(s)
Position(s) Heldwith the Trust	or OfficerSince	During Past 5Years	Overseen byTrustee	Held byTrustee



OtherOfficers



Karen Dunn Kelley 1960 Vice President	2010	Head of Invescos World Wide Fixed Income and CashManagement Group; Senior Vice President, Invesco ManagementGroup, Inc. (formerly known as Invesco Aim Management Group,Inc.) and Invesco Advisers, Inc. (formerly known as InvescoInstitutional (N.A.), Inc.) (registered investment adviser);Executive Vice President, Invesco Distributors, Inc. (formerlyknown as Invesco Aim Distributors, Inc.); Director, InvescoMortgage Capital Inc.; Vice President, The Invesco Funds (otherthan AIM Treasurers Series Trust (Invesco TreasurersSeries Trust) and Short-Term Investments Trust); and Presidentand Principal Executive Officer, The Invesco Funds (AIMTreasurers Series Trust (Invesco Treasurers SeriesTrust) and Short-Term Investments Trust only).	N/A	N/A

		Formerly: Senior Vice President, Van Kampen Investments Inc.;Vice President, Invesco Advisers, Inc. (formerly known asInvesco Institutional (N.A.), Inc.); Director of Cash Managementand Senior Vice President, Invesco Advisers, Inc. and InvescoAim Capital Management, Inc.; President and Principal ExecutiveOfficer, Tax-Free Investments Trust; Director and President,Fund Management Company; Chief Cash Management Officer, Directorof Cash Management, Senior Vice President, and ManagingDirector, Invesco Aim Capital Management, Inc.; Director of CashManagement, Senior Vice President, and Vice President, InvescoAdvisers, Inc. and The Invesco Funds (AIM TreasurersSeries Trust (Invesco Treasurers Series Trust), Short-TermInvestments Trust and Tax-Free Investments Trust only)



Sheri S. Morris 1964 Vice President, Treasurer and Principal Financial Officer	2010	Vice President, Treasurer and Principal Financial Officer, TheInvesco Funds; Vice President, Invesco Advisers, Inc. (formerlyknown as Invesco Institutional (N.A.), Inc.) (registeredinvestment adviser).	N/A	N/A

		Formerly: Treasurer, PowerShares Exchange-Traded Fund Trust,PowerShares Exchange-Traded Fund Trust II, PowerShares IndiaExchange-Traded Fund Trust and PowerShares Actively ManagedExchange-Traded Fund Trust, Vice President, Invesco Advisers,Inc., Invesco Aim Capital Management, Inc. and Invesco AimPrivate Asset Management, Inc.; Assistant Vice President andAssistant Treasurer, The Invesco Funds and Assistant VicePresident, Invesco Advisers, Inc., Invesco Aim CapitalManagement, Inc. and Invesco Aim Private Asset Management, Inc.



Yinka Akinsola 1977 Anti-Money Laundering Compliance Officer	2011	Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc.(formerly known as Invesco Institutional (N.A.), Inc.)(registered investment adviser); Invesco Distributors, Inc.(formerly known as Invesco Aim Distributors, Inc.), InvescoInvestment Services, Inc. (formerly known as Invesco AimInvestment Services, Inc.), The Invesco Funds, Invesco VanKampen Closed-End Funds, Van Kampen Funds Inc., PowerSharesExchange-Traded Fund Trust, PowerShares Exchange-Traded FundTrust II, PowerShares India Exchange-Traded Fund Trust, andPowerShares Actively Managed Exchange-Traded Fund Trust	N/A	N/A

		Formerly: Regulatory Analyst III, Financial Industry RegulatoryAuthority (FINRA).



Todd L. Spillane 1958 Chief Compliance Officer	2010	Senior Vice President, Invesco Management Group, Inc. (formerlyknown as Invesco Aim Management Group, Inc.) and Van KampenExchange Corp.; Senior Vice President and Chief ComplianceOfficer, Invesco Advisers, Inc. (registered investment adviser)(formerly known as Invesco Institutional (N.A.), Inc.); ChiefCompliance Officer, The Invesco Funds, INVESCO Private CapitalInvestments, Inc. (holding company) and Invesco Private Capital,Inc. (registered investment adviser); Vice President, InvescoDistributors, Inc. (formerly known as Invesco Aim Distributors,Inc.) and Invesco Investment Services, Inc. (formerly known asInvesco Aim Investment Services, Inc.).	N/A	N/A

		Formerly: Senior Vice President, Van Kampen Investments Inc.;Senior Vice President and Chief Compliance Officer, InvescoAdvisers, Inc. and Invesco Aim Capital Management, Inc.; ChiefCompliance Officer, Invesco Global Asset Management (N.A.),Inc., Invesco Senior Secured Management, Inc. (registeredinvestment adviser) and Van Kampen Investor Services Inc.,PowerShares Exchange-Traded Fund Trust, PowerSharesExchange-Traded Fund Trust II, PowerShares India Exchange-TradedFund Trust and PowerShares Actively Managed Exchange-Traded FundTrust; Vice President, Invesco Aim Capital Management, Inc. andFund Management Company

T-4InvescoMunicipal Income Opportunities TrustII

Correspondence information

Send general correspondence to Computershare, P.O. Box 43078, Providence, RI 02940-3078.

Invesco privacy policy

You share personal and financial information with us that is necessary for your transactionsand your account records. We take very seriously the obligation to keep that informationconfidential and private.

Invesco collects nonpublic personal information about you from account applications or otherforms you complete and from your transactions with us or our affiliates. We do not discloseinformation about you or our former customers to service providers or other third parties except tothe extent necessary to service your account and in other limited circumstances as permitted bylaw. For example, we use this information to facilitate the delivery of transaction confirmations,financial reports, prospectuses and tax forms.

Even within Invesco, only people involved in the servicing of your accounts and compliancemonitoring have access to your information. To ensure the highest level of confidentiality andsecurity, Invesco maintains physical, electronic and procedural safeguards that meet or exceedfederal standards. Special measures, such as data encryption and authentication, apply to yourcommunications with us on our website. More detail is available to you at invesco.com/privacy.

Trust holdings and proxy voting information

The Trust provides a complete list of its holdings four times in each fiscal year, at thequarter-ends. For the second and fourth quarters, the lists appear in the Trusts semiannual andannual reports to shareholders. For the first and third quarters, the Trust files the lists withthe Securities and Exchange Commission (SEC)on Form N-Q. Shareholders can also look up the TrustsForms N-Q on the SEC website at sec.gov. Copies of the Trusts Forms N-Q may be reviewed and copiedat the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation ofthe Public Reference Room, including information about duplicating fee charges, by calling 202 5518090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov.The SEC file number for the Trust is 811-05793.

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

Information regarding how the Trust voted proxies related to its portfolio securities duringthe 12months ended June30, 2011, is available at invesco.com/proxysearch. In addition, thisinformation is available on the SEC website at sec.gov.
Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services toindividual and institutional clients and does not sell securities. Invesco Distributors, Inc. isthe U.S. distributor for Invesco Ltd.s retail mutual funds, exchange-traded funds andinstitutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.


		MS-CE-MIO2-AR-1		Invesco Distributors, Inc.

ITEM 2. CODE OF ETHICS.

As of the end of the period covered by this report, the Registrant had adopted a code ofethics (the Code) that applies to the Registrants principal executive officer (PEO)and principal financial officer (PFO). There were no amendments to the Code duringthe period covered by the report. The Registrant did not grant any waivers, includingimplicit waivers, from any provisions of the Code to the PEO or PFO during the periodcovered by this report.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The Board of Trustees has determined that the Registrant has at least one audit committeefinancial expert serving on its Audit Committee. The Audit Committee financial experts areDavid C. Arch, James T. Bunch, Bruce L. Crockett, Rodney Dammeyer and Raymond Stickel, Jr.Messrs.Arch, Bunch, Crockett, Dammeyer and Stickel are independent within the meaning ofthat term as used in Form N-CSR.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Fees Billed by PWC Related to the Registrant

PWC billed the Registrant aggregate fees for services rendered to the Registrant for the lasttwo fiscal years as follows:


			Percentage of Fees				Percentage of Fees
			Billed Applicable to				Billed Applicable to
			Non-Audit Services				Non-Audit Services
	Fees Billed for		Provided for fiscal		Fees Billed for		Provided for fiscal
	Services Rendered to		year end 2/29/2012		Services Rendered to		year end 2/28/2011
	the Registrant for		Pursuant to Waiver of		the Registrant for		Pursuant to Waiver of
	fiscal year end		Pre-Approval		fiscal year end		Pre-Approval
	2/29/2012		Requirement⁽¹⁾		2/28/2011		Requirement⁽¹⁾
Audit Fees	$	31,200		N/A	$	29,900		N/A
Audit-Related Fees	$	0		0%	$	0		0%
Tax Fees⁽²⁾	$	8,100		0%	$	4,300		0%
All Other Fees	$	0		0%	$	0		0%

Total Fees	$	39,300		0%	$	34,200		0%

PWC billed the Registrant aggregate non-audit fees of $8,100 for the fiscal year ended February29, 2012 and $4,300 for the fiscal yearended February28, 2011, for non-audit services rendered to the Registrant.


(1)		With respect to the provision of non-audit services, the pre-approval requirement is waivedpursuant to a de minimis exception if (i)such services were not recognized as non-auditservices by the Registrant at the time of engagement, (ii)the aggregate amount of all suchservices provided is no more than 5% of the aggregate audit and non-audit fees paid by theRegistrant to PWC during a fiscal year; and (iii)such services are promptly brought to theattention of the Registrants Audit Committee and approved by the Registrants Audit Committeeprior to the completion of the audit.

(2)		Tax fees for the fiscal year end February29, 2012 includes fees billed for reviewing taxreturns. Tax fees for the fiscal year end February28, 2011 includes fees billed forreviewing tax returns.

Fees Billed by PWC Related to Invesco and Invesco Affiliates

PWC billed Invesco Advisers, Inc. (Invesco), the Registrants adviser, and any entitycontrolling, controlled by or under common control with Invesco that provides ongoing services tothe Registrant (Invesco Affiliates) aggregate fees for pre-approved non-audit services renderedto Invesco and Invesco Affiliates for the last two fiscal years as follows:

Fees Billed for Non-

Audit Services

Rendered to Invesco

Percentage of Fees

Rendered to Invesco

Percentage of Fees

and Invesco Affiliates

Billed Applicable to

and Invesco Affiliates

Billed Applicable to

for fiscal year end

Non-Audit Services

for fiscal year end

Non-Audit Services

2/29/2012 That Were

Provided for fiscal year

2/28/2011That Were

Provided for fiscal year

Required

end 2/29/2012

Required

end 2/28/2011

to be Pre-Approved

Pursuant to Waiver of

to be Pre-Approved

Pursuant to Waiver of

by the Registrants

Pre-Approval

by the Registrants

Pre-Approval

Audit Committee

Requirement⁽¹⁾

Audit Committee

Requirement⁽¹⁾

Audit-Related Fees

Tax Fees

All Other Fees

Total Fees⁽²⁾


(1)		With respect to the provision of non-audit services, the pre-approval requirement is waivedpursuant to a de minimis exception if (i)such services were not recognized as non-auditservices by the Registrant at the time of engagement, (ii)the aggregate amount of all suchservices provided is no more than 5% of the aggregate audit and non-audit fees paid by theRegistrant, Invesco and Invesco Affiliates to PWC during a fiscal year; and (iii)suchservices are promptly brought to the attention of the Registrants Audit Committee andapproved by the Registrants Audit Committee prior to the completion of the audit.

(2)		Including the fees for services not required to be pre-approved by the registrants auditcommittee, PWC billed Invesco and Invesco Affiliates aggregate non-audit fees of $0 for thefiscal year ended February29, 2012, and $0 for the fiscal year ended February28, 2011, fornon-audit services rendered to Invesco and Invesco Affiliates.

		The Audit Committee also has considered whether the provision of non-audit services thatwere rendered to Invesco and Invesco Affiliates that were not required to be pre-approvedpursuant to SEC regulations, if any, is compatible with maintaining PWCs independence. Tothe extent that such services were provided, the Audit Committee determined that theprovision of such services is compatible with PWC maintaining independence with respect tothe Registrant.

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 May4, 2010

Statement of Principles

Under the Sarbanes-Oxley Act of 2002 and rules adopted by the Securities and ExchangeCommission (SEC) (Rules), the Audit Committees of the Funds (the Audit Committees) Board ofTrustees (the Board) are responsible for the appointment, compensation and oversight of the workof independent accountants (an Auditor). As part of this responsibility and to assure that theAuditors independence is not impaired, the Audit Committees pre-approve the audit and non-auditservices provided to the Funds by each Auditor, as well as all non-audit services provided by theAuditor to the Funds investment adviser and to affiliates of the adviser that provide ongoingservices to the Funds (Service Affiliates) if the services directly impact the Funds operationsor financial reporting. The SEC Rules also specify the types of services that an Auditor may notprovide to its audit client. The following policies and procedures comply with the requirementsfor pre-approval and provide a mechanism by which management of the Funds may request and securepre-approval of audit and non-audit services in an orderly manner with minimal disruption to normalbusiness operations.

Proposed services either may be pre-approved without consideration of specific case-by-caseservices by the Audit Committees (general pre-approval) or require the specific pre-approval ofthe Audit Committees (specific pre-approval). As set forth in these policies and procedures,unless a type of service has received general pre-approval, it will require specific pre-approvalby the Audit Committees. Additionally, any fees exceeding 110% of estimated pre-approved feelevels provided at the time the service was pre-approved will also require specific approval by theAudit Committees before payment is made. The Audit Committees will also consider the impact ofadditional fees on the Auditors independence when determining whether to approve any additionalfees for previously pre-approved services.

The Audit Committees will annually review and generally pre-approve the services that may beprovided by each Auditor without obtaining specific pre-approval from the Audit Committee generallyon an annual basis. The term of any general pre-approval runs from the date of such pre-approvalthrough September30^thof the following year, unless the Audit Committees consider adifferent period and state otherwise. The Audit Committees will add to or subtract from the listof general pre-approved services from time to time, based on subsequent determinations.

The purpose of these policies and procedures is to set forth the guidelines to assist the AuditCommittees in fulfilling their responsibilities.

Delegation

The Audit Committees may from time to time delegate pre-approval authority to one or more ofits members who are Independent Trustees. All decisions to pre-approve a service by a delegatedmember shall be reported to the Audit Committees at the next quarterly meeting.

Audit Services

The annual audit services engagement terms will be subject to specific pre-approval of theAudit Committees. Audit services include the annual financial statement audit and other proceduressuch as tax provision work that is required to be performed by the independent auditor to be ableto form an opinion on the Funds financial statements. The Audit Committees will obtain, reviewand consider sufficient information concerning the proposed Auditor to make a reasonable evaluationof the Auditors qualifications and independence.

In addition to the annual Audit services engagement, the Audit Committees may grant either generalor specific pre-approval of other audit services, which are those services that only theindependent auditor reasonably can provide. Other Audit services may include services such asissuing consents for the inclusion of audited financial statements with SEC registrationstatements, periodic reports and other documents filed with the SEC or other documents issued inconnection with securities offerings.

Non-Audit Services

The Audit Committees may provide either general or specific pre-approval of any non-auditservices to the Funds and its Service Affiliates if the Audit Committees believe that the provisionof the service will not impair the independence of the Auditor, is consistent with the SECs Ruleson auditor independence, and otherwise conforms to the Audit Committees general principles andpolicies as set forth herein.

Audit-Related Services

Audit-related services are assurance and related services that are reasonably related to theperformance of the audit or review of the Funds financial statements or that are traditionallyperformed by the independent auditor. Audit-related services include, among others, accountingconsultations related to accounting, financial reporting or disclosure matters not classified asAudit services; assistance with understanding and implementing new accounting and financialreporting guidance from rulemaking authorities; and agreed-upon procedures related to mergers,compliance with ratings agency requirements and interfund lending activities.

Tax Services

Tax services include, but are not limited to, the review and signing of the Funds federal taxreturns, the review of required distributions by the Funds and consultations regarding tax matterssuch as the tax treatment of new investments or the impact of new regulations. The AuditCommittees will scrutinize carefully the retention of the Auditor in connection with a transactioninitially recommended by the Auditor, the major business purpose of which may be tax avoidance orthe tax treatment of which may not be supported in the Internal Revenue Code and relatedregulations. The Audit Committees will consult with the Funds Treasurer (or his or her designee)and may consult with outside counsel or advisors as necessary to ensure the consistency of Taxservices rendered by the Auditor with the foregoing policy.

No Auditor shall represent any Fund or any Service Affiliate before a tax court, district court orfederal court of claims.

Under rules adopted by the Public Company Accounting Oversight Board and approved by the SEC, inconnection with seeking Audit Committees pre-approval of permissible Tax services, the Auditorshall:

Describe in writing to the Audit Committees, which writing may be in the form of theproposed engagement letter:

The scope of the service, the fee structure for the engagement, and anyside letter or amendment to the engagement letter, or any other agreement betweenthe Auditor and the Fund, relating to the service; and

Any compensation arrangement or other agreement, such as a referralagreement, a referral fee or fee-sharing arrangement, between the Auditor and anyperson (other than the Fund) with respect to the promoting, marketing, orrecommending of a transaction covered by the service;

Discuss with the Audit Committees the potential effects of the services on theindependence of the Auditor; and

Document the substance of its discussion with the Audit Committees.

All Other Auditor Services

The Audit Committees may pre-approve non-audit services classified as All other services that arenot categorically prohibited by the SEC, as listed in Exhibit1 to this policy.

Pre-Approval Fee Levels or Established Amounts

Pre-approval of estimated fees or established amounts for services to be provided by theAuditor under general or specific pre-approval policies will be set periodically by the AuditCommittees. Any proposed fees exceeding 110% of the maximum estimated pre-approved fees orestablished amounts for pre-approved audit and non-audit services will be reported to the AuditCommittees at the quarterly Audit Committees meeting and will require specific approval by theAudit Committees before payment is made. The Audit Committees will always factor

in the overall relationship of fees for audit and non-audit services in determining whether to pre-approve anysuch services and in determining whether to approve any additional fees exceeding 110% of themaximum pre-approved fees or established amounts for previously pre-approved services.

Procedures

Generally on an annual basis, Invesco Advisers, Inc. (Invesco) will submit to the AuditCommittees for general pre-approval, a list of non-audit services that the Funds or ServiceAffiliates of the Funds may request from the Auditor. The list will describe the non-auditservices in reasonable detail and will include an estimated range of fees and such otherinformation as the Audit Committee may request.

Each request for services to be provided by the Auditor under the general pre-approval of the AuditCommittees will be submitted to the Funds Treasurer (or his or her designee) and must include adetailed description of the services to be rendered. The Treasurer or his or her designee willensure that such services are included within the list of services that have received the generalpre-approval of the Audit Committees. The Audit Committees will be informed at the next quarterlyscheduled Audit Committees meeting of any such services for which the Auditor rendered an invoiceand whether such services and fees had been pre-approved and if so, by what means.

Each request to provide services that require specific approval by the Audit Committees shall besubmitted to the Audit Committees jointly by the Funds Treasurer or his or her designee and theAuditor, and must include a joint statement that, in their view, such request is consistent withthe policies and procedures and the SEC Rules.

Each request to provide tax services under either the general or specific pre-approval of the AuditCommittees will describe in writing: (i)the scope of the service, the fee structure for theengagement, and any side letter or amendment to the engagement letter, or any other agreementbetween the Auditor and the audit client, relating to the service; and (ii)any compensationarrangement or other agreement between the Auditor and any person (other than the audit client)with respect to the promoting, marketing, or recommending of a transaction covered by the service.The Auditor will discuss with the Audit Committees the potential effects of the services on theAuditors independence and will document the substance of the discussion.

Non-audit services pursuant to thede minimisexception provided by the SEC Rules will be promptlybrought to the attention of the Audit Committees for approval, including documentation that each ofthe conditions for this exception, as set forth in the SEC Rules, has been satisfied.

On at least an annual basis, the Auditor will prepare a summary of all the services provided to anyentity in the investment company complex as defined in section 2-01(f)(14) of RegulationS-X insufficient detail as to the nature of the engagement and the fees associated with those services.

The Audit Committees have designated the Funds Treasurer to monitor the performance of allservices provided by the Auditor and to ensure such services are in compliance with these policiesand procedures. The Funds Treasurer will report to the Audit Committees on a periodic basis as tothe results of such monitoring. Both the Funds Treasurer and management of Invesco willimmediately report to the chairman of the Audit Committees any breach of these policies andprocedures that comes to the attention of the Funds Treasurer or senior management of Invesco.

Exhibit1 to Pre-Approval of Audit and Non-Audit Services Policies and Procedures

Conditionally Prohibited Non-Audit Services (not prohibited if the Fund can reasonably concludethat the results of the service would not be subject to audit procedures in connection with theaudit of the Funds financial statements)

Bookkeeping or other services related to the accounting records or financialstatements of the audit client

Financial information systems design and implementation

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

Actuarial services

Internal audit outsourcing services

Categorically Prohibited Non-Audit Services

Management functions

Human resources

Broker-dealer, investment adviser, or investment banking services

Legal services

Expert services unrelated to the audit

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

Services related to marketing, planning, or opining in favor of the tax treatment ofconfidential transactions or aggressive tax position transactions, a significantpurpose of which is tax avoidance

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

Any other service that the Public Company Oversight Board determines by regulationis impermissible.


ITEM 5.		AUDIT COMMITTEE OF LISTED REGISTRANTS.

(a)

The registrant has a separately-designed standing audit committee establishedin accordance with Section3(a)(58)(A) of the Securities Exchange Act of 1934, asamended. Members of the audit committee are: David C. Arch, Frank S. Bayley, James T.Bunch, Bruce L. Crockett, Rodney Dammeyer, Larry Soll and Raymond Stickel, Jr.

(b)

Not applicable.


ITEM 6.		SCHEDULE OF INVESTMENTS.

Investments in securities of unaffiliated issuers is included as part of the reportsto stockholders filed under Item1 of this Form.


ITEM 7.		DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENTINVESTMENT COMPANIES.

I.1. PROXY POLICIES AND PROCEDURES INSTITUTIONAL


Applicable to		Institutional Accounts
Risk Addressed by Policy		breach of fiduciary duty to client underInvestment Advisers Act of 1940 by placingInvesco personal interests ahead of clientbest economic interests in voting proxies
Relevant Law and Other Sources		Investment Advisers Act of 1940
Last Tested Date
Policy/Procedure Owner		Advisory Compliance, Proxy Committee
Policy Approver		Invesco Risk Management Committee
Approved/Adopted Date		January1, 2010

The following policies and procedures apply to all institutional accounts, clients andfunds managed by Invesco Advisers, Inc. (Invesco). These policies and procedures do not apply toany of the retail funds managed by Invesco. See SectionI.2 for the proxy policies and proceduresapplicable to Invescos retail funds.

A. POLICY STATEMENT

Invesco has responsibility for making investment decisions that are in the best interests of itsclients. As part of the investment management services it provides to clients, Invesco may beauthorized by clients to vote proxies appurtenant to the shares for which the clients arebeneficial owners.

Invesco believes that it has a duty to manage clients assets in the best economic interests of itsclients and that the ability to vote proxies is a client asset.

Invesco reserves the right to amend its proxy policies and procedures from time to time withoutprior notice to its clients.

Voting of Proxies

Invesco will vote client proxies relating to equity securities in accordance with the proceduresset forth below unless a non-ERISA client retains in writing the right to vote, the named fiduciary(e.g., the plan sponsor) of an ERISA client retains in writing the right to direct the plan trusteeor a third party to vote proxies, or Invesco determines that any benefit the client might gain fromvoting a proxy



January2010		I.1 1

would be outweighed by the costs associated therewith. In addition, due to thedistinct nature of proxy voting for interests in fixed income assets and stable value wrapagreements, the proxies for such fixed income assets and stable value wrapagreements will be voted in accordance with the procedures set forth in the Proxy Voting for FixedIncome Assets and Stable Value Wrap Agreements section below.

Best Economic Interests of Clients

In voting proxies, Invesco will take into consideration those factors that may affect the value ofthe security and will vote proxies in a manner in which, in its opinion, is in the best economicinterests of clients. Invesco endeavors to resolve any conflicts of interest exclusively in thebest economic interests of clients.

B. OPERATING PROCEDURES AND RESPONSIBLE PARTIES

RiskMetrics Services

Invesco has contracted with RiskMetrics Group (RiskMetrics, formerly known as ISS), anindependent third party service provider, to vote Invescos clients proxies according toRiskMetrics proxy voting recommendations determined by RiskMetrics pursuant to its then-current USProxy Voting Guidelines, a summary of which can be found at

http://www.riskmetrics.com

and whichare deemed to be incorporated herein. In addition, RiskMetrics will provide proxy analyses, voterecommendations, vote execution and record-keeping services for clients for which Invesco has proxyvoting responsibility. On an annual basis, the Proxy Committee will review information obtainedfrom RiskMetrics to ascertain whether RiskMetrics (i)has the capacity and competency to adequatelyanalyze proxy issues, and (ii)can make such recommendations in an impartial manner and in the besteconomic interests of Invescos clients. This may include a review of RiskMetrics Policies,Procedures and Practices Regarding Potential Conflicts of Interest and obtaining information aboutthe work RiskMetrics does for corporate issuers and the payments RiskMetrics receives from suchissuers.

Custodians forward to RiskMetrics proxy materials for clients who rely on Invesco to vote proxies.RiskMetrics is responsible for exercising the voting rights in accordance with the RiskMetricsproxy voting guidelines. If Invesco receives proxy materials in connection with a clients accountwhere the client has, in writing, communicated to Invesco that the client, plan fiduciary or otherthird party has reserved the right to vote proxies, Invesco will forward to the party appointed byclient any proxy materials it receives with respect to the account. In order to avoid votingproxies in circumstances where Invesco, or any of its affiliates have or may have any conflict ofinterest, real or perceived, Invesco has engaged RiskMetrics to provide the proxy analyses, voterecommendations and voting of proxies.

In the event that (i)RiskMetrics recuses itself on a proxy voting matter and makes norecommendation or (ii)Invesco decides to override the RiskMetrics vote recommendation, the ProxyCommittee will review the issue and direct RiskMetrics how to vote the proxies as described below.



January2010		I.1 2

Proxy Voting for Fixed Income Assets and Stable Value Wrap Agreements

Some of Invescos fixed income clients hold interests in preferred stock of companies and some ofInvescos stable value clients are parties to wrap agreements. From time to time, companies thathave issued preferred stock or that are parties to wrap agreements request that Invescos clientsvote proxies on particular matters. RiskMetrics does not currently provide proxy analysis or voterecommendations with respect to such proxy votes. Therefore, when a particular matter arises inthis category, the investment team responsible for the particular mandate will review the matterand make a recommendation to the Proxy Manager as to how to vote the associated proxy. The ProxyManager will complete the proxy ballots and send the ballots to the persons or entities identifiedin the ballots.

Proxy Committee

The Proxy Committee shall have seven (7)members, which shall include representatives fromportfolio management, operations, and legal/compliance or other functional departments as deemedappropriate and who are knowledgeable regarding the proxy process. A majority of the members ofthe Proxy Committee shall constitute a quorum and the Proxy Committee shall act by a majority voteof those members in attendance at a meeting called for the purpose of determining how to vote aparticular proxy. The Proxy Committee shall keep minutes of its meetings that shall be kept withthe proxy voting records of Invesco. The Proxy Committee will appoint a Proxy Manager to managethe proxy voting process, which includes the voting of proxies and the maintenance of appropriaterecords.

The Proxy Manager shall call for a meeting of the Proxy Committee (1)when override submissions aremade; and (2)in instances when RiskMetrics has recused itself or has not provided a voterecommendation with respect to an equity security. At such meeting, the Proxy Committee shalldetermine how proxies are to be voted in accordance with the factors set forth in the sectionentitled Best Economic Interests of Clients, above.

The Proxy Committee also is responsible for monitoring adherence to these procedures and engagingin the annual review described in the section entitled RiskMetrics Services, above.

Recusal by RiskMetrics or Failure of RiskMetrics to Make a Recommendation

When RiskMetrics does not make a recommendation on a proxy voting issue or recuses itself due to aconflict of interest, the Proxy Committee will review the issue and determine whether Invesco has amaterial conflict of interest as determined pursuant to the policies and procedures outlined in theConflicts of Interest section below. If Invesco determines it does not have a material conflictof interest, Invesco will direct RiskMetrics how to vote the proxies. If Invesco determines itdoes have a material conflict of interest, the Proxy Committee will follow the policies andprocedures set forth in such section.



January2010		I.1 3

Override of RiskMetrics Recommendation

There may be occasions where Invesco investment personnel, senior officers or a member of the ProxyCommittee seek to override a RiskMetrics recommendation if they believe that a RiskMetricsrecommendation is not in accordance with the best economic interests of clients. In the event thatan individual listed above in this section disagrees with a RiskMetrics recommendation on aparticular voting issue, the individual shall document in writing the reasons that he/she believesthat the RiskMetrics recommendation is not in accordance with clients best economic interests andsubmit such written documentation to the Proxy Manager for consideration by the Proxy Committeealong with the certification attached as AppendixA hereto. Upon review of the documentation andconsultation with the individual and others as the Proxy Committee deems appropriate, the ProxyCommittee may make a determination to override the RiskMetrics voting recommendation if theCommittee determines that it is in the best economic interests of clients and the Committee hasaddressed any conflict of interest.

Proxy Committee Meetings

When a Proxy Committee Meeting is called, whether because of a RiskMetrics recusal or request foroverride of a RiskMetrics recommendation, the Proxy Committee shall request from the ChiefCompliance Officer as to whether any Invesco person has reported a conflict of interest.

The Proxy Committee shall review the report from the Chief Compliance Officer to determine whethera real or perceived conflict of interest exists, and the minutes of the Proxy Committee shall:

	(1)		describe any real or perceived conflict of interest,

	(2)		determine whether such real or perceived conflict of interest is material,

	(3)		discuss any procedure used to address such conflict of interest,

	(4)		report any contacts from outside parties (other than routine communicationsfrom proxy solicitors), and

	(5)		include confirmation that the recommendation as to how the proxies are to bevoted is in the best economic interests of clients and was made without regard to anyconflict of interest.

Based on the above review and determinations, the Proxy Committee will direct RiskMetrics how tovote the proxies as provided herein.

Certain Proxy Votes May Not Be Cast

In some cases, Invesco may determine that it is not in the best economic interests of clients tovote proxies. For example, proxy voting in certain countries outside



January2010		I.1 4

the United States requires share blocking. Shareholders who wish to vote their proxies mustdeposit their shares 7 to 21days before the date of the meeting with a designated depositary.During the blocked period, shares to be voted at the meeting cannot be sold until the meeting hastaken place and the shares have been returned to the Custodian/Sub-Custodian bank. In addition,voting certain international securities may involve unusual costs to clients, some of which may berelated to requirements of having a representative in person attend the proxy meeting. In othercases, it may not be possible to vote certain proxies despite good faith efforts to do so, forinstance when inadequate notice of the matter is provided. In the instance of loan securities,voting of proxies typically requires termination of the loan, so it is not usually in the besteconomic interests of clients to vote proxies on loaned securities. Invesco typically will not,but reserves the right to, vote where share blocking restrictions, unusual costs or other barriersto efficient voting apply. Invesco will not vote if it determines that the cost of voting exceedsthe expected benefit to the client. The Proxy Manager shall record the reason for any proxy notbeing voted, which record shall be kept with the proxy voting records of Invesco.

CONFLICTS OF INTEREST

Procedures to Address Conflicts of Interest and Improper Influence

In order to avoid voting proxies in circumstances where Invesco or any of its affiliates have ormay have any conflict of interest, real or perceived, Invesco has contracted with RiskMetrics toprovide proxy analyses, vote recommendations and voting of proxies. Unless noted otherwise byRiskMetrics, each vote recommendation provided by RiskMetrics to Invesco shall include arepresentation from RiskMetrics that RiskMetrics has no conflict of interest with respect to thevote. In instances where RiskMetrics has recused itself or makes no recommendation on a particularmatter, or if an override submission is requested, the Proxy Committee shall determine how to votethe proxy and instruct the Proxy Manager accordingly, in which case the conflict of interestprovisions discussed below shall apply.

In effecting the policy of voting proxies in the best economic interests of clients, there may beoccasions where the voting of such proxies may present a real or perceived conflict of interestbetween Invesco, as the investment manager, and Invescos clients. For each director, officer andemployee of Invesco (Invesco person), the interests of Invescos clients must come first, aheadof the interest of Invesco and any Invesco person, including Invescos affiliates. Accordingly, noInvesco person may put personal benefit, whether tangible or intangible, before the interests ofclients of Invesco or otherwise take advantage of the relationship with Invescos clients.Personal benefit includes any intended benefit for oneself or any other individual, company,group or organization of any kind whatsoever, except a benefit for a client of Invesco, asappropriate. It is imperative that each Invesco person avoid any situation that might compromise,or call into question, the exercise of fully independent judgment that is in the interests ofInvescos clients.



January2010		I.1 5

Occasions may arise where a person or organization involved in the proxy voting process may have aconflict of interest. A conflict of interest may exist if Invesco has a business relationship with(or is actively soliciting business from) either the company soliciting the proxy or a third partythat has a material interest in the outcome of a proxy vote or that is actively lobbying for aparticular outcome of a proxy vote. Additional examples of situations where a conflict may existinclude:

			Business Relationships where Invesco manages money for a company or anemployee group, manages pension assets or is actively soliciting any such business, orleases office space from a company;

			Personal Relationships where an Invesco person has a personalrelationship with other proponents of proxy proposals, participants in proxy contests,corporate directors, or candidates for directorships; and

			Familial Relationships where an Invesco person has a known familialrelationship relating to a company (e.g. a spouse or other relative who serves as adirector of a public company or is employed by the company).

In the event that the Proxy Committee determines that Invesco (or an affiliate) has a materialconflict of interest, the Proxy Committee will not take into consideration the relationship givingrise to the conflict of interest and shall, in its sole discretion, either (a)decide to vote theproxies pursuant to RiskMetrics general proxy voting guidelines, (b)engage an independent thirdparty to provide a vote recommendation, or (c)contact Invescos client(s) for direction as to howto vote the proxies.

In the event an Invesco person has a conflict of interest and has knowledge of such conflict ofinterest, it is the responsibility of such Invesco person to disclose the conflict to the ChiefCompliance Officer. When a Proxy Committee meeting is called, the Chief Compliance Officer willreport to the Proxy Committee all real or potential conflicts of interest for the Proxy Committeeto review and determine whether such conflict is material. If the Proxy Committee determines thatsuch conflict is material and involves a person involved in the proxy voting process, the ProxyCommittee may require such person to recuse himself or herself from participating in thediscussions regarding the proxy vote item and from casting a vote regarding how Invesco should votesuch proxy. An Invesco person will not be considered to have a material conflict of interest ifthe Invesco person did not know of the conflict of interest and did not attempt to influence theoutcome of a proxy vote.

In order to ensure compliance with these procedures, the Proxy Manager and each member of the ProxyCommittee shall certify annually as to their compliance with this policy. In addition, any Invescoperson who submits a RiskMetrics override recommendation to the Proxy Committee shall certify as totheir compliance with this policy concurrently with the submission of their overriderecommendation. A form of such certification is attached as AppendixA.



January2010		I.1 6

In addition, members of the Proxy Committee must notify Invescos Chief Compliance Officer, withimpunity and without fear of retribution or retaliation, of any direct, indirect or perceivedimproper influence exerted by any Invesco person or by an affiliated companys representatives withregard to how Invesco should vote proxies. The Chief Compliance Officer will investigate theallegations and will report his or her findings to the Invesco Risk Management Committee. In theevent that it is determined that improper influence was exerted, the Risk Management Committee willdetermine the appropriate action to take, which actions may include, but are not limited to, (1)notifying the affiliated companys Chief Executive Officer, its Management Committee or Board ofDirectors, (2)taking remedial action, if necessary, to correct the result of any improperinfluence where clients have been harmed, or (3)notifying the appropriate regulatory agencies ofthe improper influence and cooperating fully with these regulatory agencies as required. In allcases, the Proxy Committee shall not take into consideration the improper influence in determininghow to vote proxies and will vote proxies solely in the best economic interests of clients.

C. RECORDKEEPING

Records are maintained in accordance with Invescos Recordkeeping Policy.

Proxy Voting Records

The proxy voting statements and records will be maintained by the Proxy Manager on-site (oraccessible via an electronic storage site of RiskMetrics) for the first two (2)years. Copies ofthe proxy voting statements and records will be maintained for an additional five (5)years byInvesco (or will be accessible via an electronic storage site of RiskMetrics). Clients may obtaininformation about how Invesco voted proxies on their behalf by contacting their client servicesrepresentative. Alternatively, clients may make a written request for proxy voting information to:Proxy Manager, 1555 Peachtree Street, N.E., Atlanta, Georgia 30309.



January2010		I.1 7

APPENDIX A

ACKNOWLEDGEMENT AND CERTIFICATION

I acknowledge that I have read the Invesco Proxy Voting Policy (a copy of whichhas been supplied to me, which I will retain for future reference) and agree to complyin all respects with the terms and provisions thereof. I have disclosed or reportedall real or potential conflicts of interest to the Invesco Chief Compliance Officerand will continue to do so as matters arise. I have complied with all provisions ofthis Policy.




		Print Name



Date		Signature



I.1 Proxy Policy AppendixA		Acknowledgement and Certification


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

The following individuals are jointly and primarily responsible for the day-to-day management ofthe Fund:

William Black, Portfolio Manager, who has been responsible for the Fund since 2009 andhas been associated with Invesco and/or its affiliates since 2010. Mr.Black wasassociated with Morgan Stanley Investment Management Inc. in an investment managementcapacity (1998 to 2010).

Mark Paris, Portfolio Manager, who has been responsible for the Fund since 2009 and hasbeen associated with Invesco and/or its affiliates since 2010. Mr.Paris was associatedwith Morgan Stanley Investment Management Inc. in an investment management capacity (2002to 2010).

Jim Phillips, Portfolio Manager, who has been responsible for the Fund since 2009 andhas been associated with Invesco and/or its affiliates since 2010. Mr.Phillips wasassociated with Morgan Stanley Investment Management Inc. in an investment managementcapacity (1991 to 2010).

Portfolio Manager Fund Holdings and Information on Other Managed Accounts

Invescos portfolio managers develop investment models which are used in connection with themanagement of certain Invesco Funds as well as other mutual funds for which Invesco or an affiliateacts as sub-adviser, other pooled investment vehicles that are not registered mutual funds, andother accounts managed for organizations and individuals. The Investments chart reflects theportfolio managers investments in the Funds that they manage. Accounts are grouped into threecategories: (i)investments made directly in the Fund, (ii)investments made in an Invesco pooledinvestment vehicle with the same or similar objectives and strategies as the Fund, and (iii)anyinvestments made in any Invesco Fund or Invesco pooled investment vehicle. The Assets Managedchart reflects information regarding accounts other than the Funds for which each portfolio managerhas day-to-day management responsibilities. Accounts are grouped into three categories: (i)otherregistered investment companies, (ii)other pooled investment vehicles and (iii)other accounts.To the extent that any of these accounts pay advisory fees that are based on account performance(performance-based fees), information on those accounts is specifically broken out. In addition,any assets denominated in foreign currencies have been converted into U.S. Dollars using theexchange rates as of the applicable date.

Investments

The following information is as of February29, 2012:

Dollar Range of

Dollar Range of Investments

Dollar Range of all Investments in

Portfolio

Investments in each

in Invesco pooled investment

Funds and Invesco pooled

Manager

Fund¹

vehicles²

investment vehicles

Invesco Municipal Income Opportunities Trust II

William Black

None

N/A

100,001-$500,000

Mark Paris

None

N/A

100,001-$500,000

Jim Phillips

None

N/A

100,001-$500,000


¹		This column reflects investments in a Funds shares beneficially owned by a portfolio manager (as determined in accordance with Rule16a-1(a) (2)under the Securities Exchange Act of 1934, as amended).Beneficial ownership includes ownership by a portfolio managers immediate family members sharing the same household.

²		This column reflects portfolio managers investments made either directly or through a deferred compensation or a similar plan in Invesco pooled investment vehicles with the same or similar objectives and strategies as the Fund as of the most recent fiscal year end of the Fund.

Assets Managed

The following information is as of February29, 2012:

Other Registered Investment

Companies Managed (assets in

Other Pooled Investment Vehicles

Other Accounts Managed (assets in

millions)

Managed (assets in millions)

millions)

Portfolio
Manager

Number of Accounts

Assets

Number of Accounts

Assets

Number of Accounts

Assets

Invesco Municipal Income Opportunities Trust II

William Black

6,184.5

None

Mark Paris

6,184.5

None

Jim Phillips

6,184.5

None

Potential Conflicts of Interest

Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-daymanagement responsibilities with respect to more than one Fund or other account. Morespecifically, portfolio managers who manage multiple Funds and/or other accounts may be presentedwith one or more of the following potential conflicts:

Ø		The management of multiple Funds and/or other accounts may resultin a portfolio manager devoting unequal time and attention to themanagement of each Fund and/or other account. The Adviser andeach Sub-Adviser seek to manage such competing interests for thetime and attention of portfolio managers by having portfoliomanagers focus on a particular investment discipline. Most otheraccounts managed by a portfolio manager are managed using the sameinvestment models that are used in connection with the managementof the Funds.

Ø		If a portfolio manager identifies a limited investment opportunitywhich may be suitable for more than one Fund or other account, aFund may not be able to take full advantage of that opportunitydue to an allocation of filled purchase or sale orders across alleligible Funds and other accounts. To deal with these situations,the Adviser, each Sub-Adviser and the Funds have adoptedprocedures for allocating portfolio transactions across multipleaccounts.

Ø		The Adviser and each Sub-Adviser determine which broker to use toexecute each order for securities transactions for the Funds,consistent with its duty to seek best execution of thetransaction. However, for certain other accounts (such as mutualfunds for which Invesco or an affiliate acts as sub-adviser, otherpooled investment vehicles that are not registered mutual funds,and other accounts managed for organizations and individuals), theAdviser and each Sub-Adviser may be limited by the client withrespect to the selection of brokers or may be instructed to directtrades through a particular broker. In these cases, trades for aFund in a particular security may be placed separately from,rather than aggregated with, such other accounts. Having separatetransactions with respect to a security may temporarily affect themarket price of the security or the execution of the transaction,or both, to the possible detriment of the Fund or other account(s)involved.

Ø		Finally, the appearance of a conflict of interest may arise wherethe Adviser or Sub-Adviser has an incentive, such as aperformance-based management fee, which relates to the managementof one Fund or account but not all Funds and accounts for which aportfolio manager has day-to-day management responsibilities.

The Adviser, each Sub-Adviser, and the Funds have adopted certain compliance procedures whichare designed to address these types of conflicts. However, there is no guarantee that suchprocedures 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 competitivelypositioned to attract and retain high-caliber investment professionals. Portfolio managers receivea base salary, an incentive bonus opportunity and an equity compensation opportunity. Portfoliomanager compensation is reviewed and may be modified each year as appropriate to reflect changes inthe market, as well as to adjust the factors used to determine bonuses to promote competitive Fundperformance. The Adviser and each Sub-Adviser evaluate competitive market compensation by reviewingcompensation survey results conducted by an independent third party of investment industrycompensation. Each portfolio managers compensation consists of the following three elements:

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

Annual Bonus.The portfolio managers are eligible, along with other employees of the Adviserand each Sub-Adviser, to participate in a discretionary year-end bonus pool. The CompensationCommittee of Invesco Ltd. reviews and approves the amount of the bonus pool available for theAdviser and each of the Sub-Advisers investment centers. The Compensation Committee considersinvestment performance and financial results in its review. In addition, while having no directimpact on individual bonuses, assets under management are considered when determining the startingbonus funding levels. Each portfolio manager is eligible to receive an annual cash bonus which isbased on quantitative (i.e. investment performance) and non-quantitative factors (which mayinclude, but are not limited to, individual performance, risk management and teamwork).

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

Table 1


Sub-Adviser		Performance time period³
Invesco⁴ Invesco Australia⁴ Invesco Deutschland		One-, Three- and Five-yearperformance against Fund peergroup.

Invesco Advisors- Invesco Real Estate⁵ Invesco Senior Secured^{4, 6}		Not applicable

Invesco Canada⁴		One-year performance against Fundpeer group. Three- and Five-year performanceagainst entire universe ofCanadian funds.

Invesco Hong Kong⁴ Invesco Asset Management		One-, Three- and Five-yearperformance against Fund peergroup.

Invesco Japan⁷		One-, Three- and Five-yearperformance against theappropriate Micropol benchmark.


³		Rolling time periods based on calendar year-end.

⁴		Portfolio Managers may be granted an annual deferral award that vests on a pro-rata basis over a four year period and final payments are based on the performance of eligible Funds selected by the portfolio manager at the time the award is granted.

⁵		Portfolio Managers for Invesco Global Real Estate Fund, Invesco Real Estate Fund, Invesco Global Real Estate Income Fund and Invesco V.I. Global Real Estate Fund base their bonus on new operating profits of the U.S. Real Estate Division of Invesco.

⁶		Invesco Senior Secureds bonus is based on annual measures of equity return and standard tests of collateralization performance.

⁷		Portfolio Managers for Invesco Pacific Growth Funds compensation is based on the one-, three- and five-year performance against the appropriate Micropol benchmark.

High investment performance (against applicable peer group and/or benchmarks) would delivercompensation generally associated with top pay in the industry (determined by reference to thethird-party provided compensation survey information) and poor investment performance (versusapplicable peer group) would result in low bonus compared to the applicable peer group or no bonusat all. These decisions are reviewed and approved collectively by senior leadership which hasresponsibility for executing the compensation approach across the organization.

Equity-Based Compensation.Portfolio managers may be granted an annual deferral award thatallows them to select receipt of shares of certain Invesco Funds with a vesting period as well ascommon shares and/or restricted shares of Invesco Ltd. stock from pools determined from time totime by the Compensation Committee of Invesco Ltd.s Board of Directors. Awards of equity-basedcompensation typically vest over time, so as to create incentives to retain key talent.

Portfolio managers also participate in benefit plans and programs available generally to allemployees.


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

Not applicable.


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

None.

ITEM 11. CONTROLS AND PROCEDURES.


(a)		As of March21, 2012, an evaluation was performed under the supervision and with theparticipation of the officers of the Registrant, including the Principal Executive Officer(PEO) and Principal Financial Officer (PFO), to assess the effectiveness of theRegistrants disclosure controls and procedures, as that term is defined in Rule30a-3(c)under the Investment Company Act of 1940 (the Act), as amended. Based on that evaluation,the Registrants officers, including the PEO and PFO, concluded that, as of March21, 2012,the Registrants disclosure controls and procedures were reasonably designed to ensure: (1)that information required to be disclosed by the Registrant on Form N-CSR is recorded,processed, summarized and reported within the time periods specified by the rules and forms ofthe Securities and Exchange Commission; and (2)that material information relating to theRegistrant is made known to the PEO and PFO as appropriate to allow timely decisions regardingrequired disclosure.

(b)		There have been no changes in the Registrants internal control over financial reporting (asdefined in Rule30a-3(d) under the Act) that occurred during the second fiscal quarter of theperiod covered by the report that has materially affected, or is reasonably likely tomaterially affect, the Registrants internal control over financial reporting.

ITEM 12. EXHIBITS.


12(a) (1)		Code of Ethics

12(a) (2)		Certifications of principal executive officer and principal financial officer asrequired by Rule30a-2(a) under the Investment Company Act of 1940.

12(a) (3)		Not applicable.

12(b)		Certifications of principal executive officer and principal financial officer asrequired 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 Actof 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.


	Registrant: Invesco Municipal Income Opportunities Trust II

	By:	/s/ Philip A. Taylor
		Philip A. Taylor
		Principal Executive Officer

Date: May7, 2012

Pursuantto 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 Registrantand in the capacities and on the dates indicated.



	By:	/s/ Philip A. Taylor
		Philip A. Taylor
		Principal Executive Officer

Date: May7, 2012



	By:	/s/ Sheri Morris
		Sheri Morris
		Principal Financial Officer

Date: May7, 2012

EXHIBIT INDEX


12(a)(1)		Code of Ethics.

12(a)(2)		Certifications of principal executive officer and principalFinancial officer as required by Rule30a-2(a) under theInvestment Company Act of 1940.

12(a)(3)		Not applicable.

12(b)		Certifications of principal executive officer and principalfinancial officer as required by Rule30a-2(b) under theInvestment Company Act of 1940.