See accompanying Notes to Financial Statements
which are an integral part of the financial statements.
See accompanying Notes to Financial Statements
which are an integral part of the financial statements.
Statement of Assets and Liabilities
August 31, 2020
(Unaudited)
|
|
|
|
|
Assets:
|
|
|
|
|
Investments in securities, at value
(Cost $822,059,773)
|
|
|
$882,184,267
|
|
|
|
Receivable for:
|
|
|
|
|
Investments sold
|
|
|
323,265
|
|
|
|
Interest
|
|
|
9,109,848
|
|
|
|
Investments matured, at value
(Cost $1,101,753)
|
|
|
716,139
|
|
|
|
Investment for trustee deferred compensation and retirement plans
|
|
|
20,590
|
|
|
|
Total assets
|
|
|
892,354,109
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
Floating rate note obligations
|
|
|
143,960,000
|
|
|
|
Variable rate muni term preferred shares ($0.01 par value, 2,160 shares issued with liquidation preference of
$100,000 per share)
|
|
|
215,956,606
|
|
|
|
Payable for:
|
|
|
|
|
Investments purchased
|
|
|
1,015,474
|
|
|
|
Dividends
|
|
|
41,627
|
|
|
|
Amount due custodian
|
|
|
425,432
|
|
|
|
Accrued fees to affiliates
|
|
|
64,983
|
|
|
|
Accrued interest expense
|
|
|
212,695
|
|
|
|
Accrued trustees and officers fees and benefits
|
|
|
3,742
|
|
|
|
Accrued other operating expenses
|
|
|
254,177
|
|
|
|
Trustee deferred compensation and retirement plans
|
|
|
20,590
|
|
|
|
Total liabilities
|
|
|
361,955,326
|
|
|
|
Net assets applicable to common shares
|
|
|
$530,398,783
|
|
|
|
|
|
|
|
|
Net assets applicable to common shares consist of:
|
|
|
|
|
Shares of beneficial interest common shares
|
|
$
|
499,220,727
|
|
|
|
Distributable earnings
|
|
|
31,178,056
|
|
|
|
|
|
$
|
530,398,783
|
|
|
|
|
Common shares outstanding, no par value, with an unlimited number of common shares
authorized:
|
|
Common shares outstanding
|
|
|
44,391,551
|
|
|
|
Net asset value per common share
|
|
$
|
11.95
|
|
|
|
Market value per common share
|
|
$
|
11.01
|
|
|
|
See accompanying Notes to Financial Statements
which are an integral part of the financial statements.
24
Invesco Advantage Municipal Income Trust II
Statement of Operations
For
the six months ended August 31, 2020
(Unaudited)
|
|
|
|
|
Investment income:
|
|
|
|
|
Interest
|
|
$
|
17,941,176
|
|
|
|
|
|
Expenses:
|
|
|
|
|
Advisory fees
|
|
|
2,406,709
|
|
|
|
Administrative services fees
|
|
|
37,639
|
|
|
|
Custodian fees
|
|
|
2,783
|
|
|
|
Interest, facilities and maintenance fees
|
|
|
3,077,302
|
|
|
|
Transfer agent fees
|
|
|
15,627
|
|
|
|
Trustees and officers fees and benefits
|
|
|
10,447
|
|
|
|
Registration and filing fees
|
|
|
12,346
|
|
|
|
Reports to shareholders
|
|
|
15,492
|
|
|
|
Professional services fees
|
|
|
33,714
|
|
|
|
Other
|
|
|
31,273
|
|
|
|
Total expenses
|
|
|
5,643,332
|
|
|
|
Net investment income
|
|
|
12,297,844
|
|
|
|
|
|
Realized and unrealized gain (loss) from:
|
|
|
|
|
Net realized gain (loss) from:
|
|
|
|
|
Investment securities
|
|
|
(6,469,145
|
)
|
|
|
Futures contracts
|
|
|
(181,390
|
)
|
|
|
|
|
|
(6,650,535
|
)
|
|
|
Change in net unrealized appreciation (depreciation) of investment securities
|
|
|
(16,511,724
|
)
|
|
|
Net realized and unrealized gain (loss)
|
|
|
(23,162,259
|
)
|
|
|
Net increase (decrease) in net assets resulting from operations applicable to common shares
|
|
$
|
(10,864,415
|
)
|
|
|
See accompanying Notes to Financial Statements
which are an integral part of the financial statements.
25
Invesco Advantage Municipal Income Trust II
Statement of Changes in Net Assets
For the six months ended August 31, 2020 and the year ended February 29, 2020
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
August 31,
|
|
|
February 29,
|
|
|
|
2020
|
|
|
2020
|
|
|
|
Operations:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
12,297,844
|
|
|
$
|
22,634,911
|
|
|
|
Net realized gain (loss)
|
|
|
(6,650,535
|
)
|
|
|
560,952
|
|
|
|
Change in net unrealized appreciation (depreciation)
|
|
|
(16,511,724
|
)
|
|
|
40,945,000
|
|
|
|
Net increase (decrease) in net assets resulting from operations applicable to common shares
|
|
|
(10,864,415
|
)
|
|
|
64,140,863
|
|
|
|
Distributions to common shareholders from distributable earnings
|
|
|
(11,608,391
|
)
|
|
|
(23,009,224
|
)
|
|
|
Return of capital applicable to common shares
|
|
|
|
|
|
|
(873,441
|
)
|
|
|
Total distributions
|
|
|
(11,608,391
|
)
|
|
|
(23,882,665
|
)
|
|
|
Net increase (decrease) in net assets applicable to common shares
|
|
|
(22,472,806
|
)
|
|
|
40,258,198
|
|
|
|
|
|
|
Net assets applicable to common shares:
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
|
552,871,589
|
|
|
|
512,613,391
|
|
|
|
End of period
|
|
$
|
530,398,783
|
|
|
$
|
552,871,589
|
|
|
|
See accompanying Notes to Financial Statements
which are an integral part of the financial statements.
26
Invesco Advantage Municipal Income Trust II
Statement of Cash Flows
For
the six months ended August 31, 2020
(Unaudited)
|
|
|
|
|
Cash provided by operating activities:
|
|
|
|
|
Net increase (decrease) in net assets resulting from operations applicable to common shares
|
|
$
|
(10,864,415
|
)
|
|
|
|
|
Adjustments to reconcile the change in net assets applicable to common shares from operations to net cash
provided by operating activities:
|
|
|
|
|
Purchases of investments
|
|
|
(142,447,639
|
)
|
|
|
Proceeds from sales of investments
|
|
|
145,128,900
|
|
|
|
Proceeds from sales of short-term investments, net
|
|
|
(507,400
|
)
|
|
|
Amortization of premium on investment securities
|
|
|
2,498,488
|
|
|
|
Accretion of discount on investment securities
|
|
|
(1,235,365
|
)
|
|
|
Increase in receivables and other assets
|
|
|
(173,438
|
)
|
|
|
Decrease in accrued expenses and other payables
|
|
|
(145,414
|
)
|
|
|
Net realized loss from investment securities
|
|
|
6,469,145
|
|
|
|
Net change in unrealized depreciation on investment securities
|
|
|
16,511,724
|
|
|
|
Net cash provided by operating activities
|
|
|
15,234,586
|
|
|
|
|
|
Cash provided by (used in) financing activities:
|
|
|
|
|
Dividends paid to common shareholders from distributable earnings
|
|
|
(11,602,624
|
)
|
|
|
Increase in payable for amount due custodian
|
|
|
223,038
|
|
|
|
Proceeds of TOB Trusts
|
|
|
22,650,000
|
|
|
|
Repayments of TOB Trusts
|
|
|
(26,505,000
|
)
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(15,234,586
|
)
|
|
|
Net increase in cash and cash equivalents
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
Cash paid during the period for interest, facilities and maintenance fees
|
|
$
|
3,296,609
|
|
|
|
See accompanying Notes to Financial Statements
which are an integral part of the financial statements.
27
Invesco Advantage Municipal Income Trust II
Financial Highlights
August 31, 2020
(Unaudited)
The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Year Ended
|
|
|
Years Ended
|
|
|
Year Ended
|
|
|
|
August 31,
|
|
|
February 29,
|
|
|
February 28,
|
|
|
February 29,
|
|
|
|
2020
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
|
Net asset value per common share, beginning of period
|
|
|
$ 12.45
|
|
|
|
$ 11.55
|
|
|
|
$ 11.81
|
|
|
|
$ 12.03
|
|
|
|
$ 12.70
|
|
|
|
$ 12.77
|
|
|
|
Net investment income(a)
|
|
|
0.28
|
|
|
|
0.51
|
|
|
|
0.55
|
|
|
|
0.66
|
|
|
|
0.70
|
|
|
|
0.76
|
|
|
|
Net gains (losses) on securities (both realized and unrealized)
|
|
|
(0.52)
|
|
|
|
0.93
|
|
|
|
(0.20
|
)
|
|
|
(0.22
|
)
|
|
|
(0.65
|
)
|
|
|
(0.05)
|
|
|
|
Total from investment operations
|
|
|
(0.24
|
)
|
|
|
1.44
|
|
|
|
0.35
|
|
|
|
0.44
|
|
|
|
0.05
|
|
|
|
0.71
|
|
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid to common shareholders from net investment income
|
|
|
(0.26
|
)
|
|
|
(0.52
|
)
|
|
|
(0.59
|
)
|
|
|
(0.66
|
)
|
|
|
(0.72
|
)
|
|
|
(0.78)
|
|
|
|
Return of capital
|
|
|
|
|
|
|
(0.02
|
)
|
|
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(0.26
|
)
|
|
|
(0.54
|
)
|
|
|
(0.61
|
)
|
|
|
(0.66
|
)
|
|
|
(0.72
|
)
|
|
|
(0.78)
|
|
|
|
Net asset value per common share, end of period
|
|
|
$ 11.95
|
|
|
|
$ 12.45
|
|
|
|
$ 11.55
|
|
|
|
$ 11.81
|
|
|
|
$ 12.03
|
|
|
|
$ 12.70
|
|
|
|
Market value per common share, end of period
|
|
|
$ 11.01
|
|
|
|
$ 11.21
|
|
|
|
$ 10.67
|
|
|
|
$ 10.86
|
|
|
|
$ 11.31
|
|
|
|
$ 12.12
|
|
|
|
Total return at net asset value(b)
|
|
|
(1.60
|
)%
|
|
|
13.11
|
%
|
|
|
3.61
|
%
|
|
|
3.99
|
%
|
|
|
0.48
|
%
|
|
|
6.40
|
%
|
|
|
Total return at market value(c)
|
|
|
0.69
|
%
|
|
|
10.24
|
%
|
|
|
4.08
|
%
|
|
|
1.72
|
%
|
|
|
(1.01
|
)%
|
|
|
9.98
|
%
|
|
|
Net assets applicable to common shares, end of period (000s omitted)
|
|
|
$530,399
|
|
|
|
$552,872
|
|
|
|
$512,613
|
|
|
|
$524,065
|
|
|
|
$533,812
|
|
|
|
$563,497
|
|
|
|
Portfolio turnover rate(d)
|
|
|
16
|
%
|
|
|
9
|
%
|
|
|
14
|
%
|
|
|
12
|
%
|
|
|
12
|
%
|
|
|
11
|
%
|
|
|
|
|
|
|
|
|
|
Ratios/supplemental data based on average net assets applicable to common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With fee waivers and/or expense reimbursements
|
|
|
2.17
|
%(e)
|
|
|
2.57
|
%
|
|
|
2.58
|
%
|
|
|
2.25
|
%
|
|
|
2.04
|
%
|
|
|
1.67
|
%
|
|
|
With fee waivers and/or expense reimbursements excluding interest, facilities and maintenance fees
|
|
|
0.99
|
%(e)
|
|
|
1.01
|
%
|
|
|
1.01
|
%
|
|
|
1.05
|
%
|
|
|
1.00
|
%
|
|
|
1.03
|
%
|
|
|
Without fee waivers and/or expense reimbursements
|
|
|
2.17
|
%(e)
|
|
|
2.57
|
%
|
|
|
2.58
|
%
|
|
|
2.25
|
%
|
|
|
2.04
|
%
|
|
|
1.67
|
%
|
|
|
Ratio of net investment income to average net assets
|
|
|
4.73
|
%(e)
|
|
|
4.26
|
%
|
|
|
4.74
|
%
|
|
|
5.44
|
%
|
|
|
5.56
|
%
|
|
|
6.09
|
%
|
|
|
|
|
|
|
|
|
|
Senior securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total amount of preferred shares outstanding (000s omitted)
|
|
|
$216,000
|
|
|
|
$216,000
|
|
|
|
$216,000
|
|
|
|
$216,000
|
|
|
|
$231,000
|
|
|
|
$231,000
|
|
|
|
Asset coverage per preferred share(f)
|
|
|
$345,555
|
|
|
|
$355,959
|
|
|
|
$337,321
|
|
|
|
$342,623
|
|
|
|
$331,087
|
|
|
|
$343,938
|
|
|
|
Liquidating preference per preferred share
|
|
|
$100,000
|
|
|
|
$100,000
|
|
|
|
$100,000
|
|
|
|
$100,000
|
|
|
|
$100,000
|
|
|
|
$100,000
|
|
|
|
(a)
|
Calculated using average shares outstanding.
|
(b)
|
Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as
such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year, if applicable.
|
(c)
|
Total return assumes an investment at the common share market price at the beginning of the period indicated, reinvestment
of all distributions for the period in accordance with the Trusts dividend reinvestment plan, and sale of all shares at the closing common share market price at the end of the period indicated. Not annualized for periods less than one year, if
applicable.
|
(d)
|
Portfolio turnover is not annualized for periods less than one year, if applicable.
|
(e)
|
Ratios are annualized and based on average daily net assets applicable to common shares (000s omitted) of $515,408.
|
(f)
|
Calculated by subtracting the Trusts total liabilities (not including preferred shares, at liquidation value) from
the Trusts total assets and dividing this by the total number of preferred shares outstanding.
|
See accompanying Notes to Financial Statements
which are an integral part of the financial statements.
28
Invesco Advantage Municipal Income Trust II
Notes to Financial Statements
August 31, 2020
(Unaudited)
NOTE 1Significant Accounting Policies
Invesco Advantage Municipal Income
Trust II (the Trust) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, closed-end management investment company.
The Trusts investment objective is to provide common shareholders with a high level of current income exempt from federal income tax, consistent
with preservation of capital. Under normal market conditions, the Trust will invest at least 80% of its assets in municipal securities rated investment grade at the time of investment.
The Trust is an investment company and accordingly follows the investment company accounting and reporting guidance in accordance with Financial
Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services Investment Companies.
The following is a
summary of the significant accounting policies followed by the Trust in the preparation of its financial statements.
A.
|
Security Valuations Securities, including restricted securities, are valued according to the following
policy.
|
Securities are fair valued using an evaluated quote provided by an independent pricing service approved by
the Board of Trustees. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments
related to specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market
data. Pricing services generally value debt obligations assuming orderly transactions of institutional round lot size, but a trust may hold or transact in the same securities in smaller, odd lot sizes. Odd lots often trade at lower prices than
institutional round lots. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.
Securities for which market quotations either are not readily available or became unreliable are valued at fair value as determined in
good faith by or under the supervision of the Trusts officers following procedures approved by the Board of Trustees. Some of the factors which may be considered in determining fair value are fundamental analytical data relating to the
investment; the nature and duration of any restrictions on transferability or disposition; trading in similar securities by the same issuer or comparable companies; relevant political, economic or issuer specific news; and other relevant factors
under the circumstances.
The Trust may invest in securities that are subject to interest rate risk, meaning the risk that the prices
will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in
interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain Trust investments.
Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the
issuers assets, general market conditions which are not specifically related to the particular issuer, such as real or perceived adverse economic conditions, changes in the general outlook for revenues or corporate earnings, changes in
interest or currency rates, regional or global instability, natural or environmental disasters, widespread disease or other public health issues, war, acts of terrorism or adverse investor sentiment generally and market liquidity. Because of the
inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B.
|
Securities Transactions and Investment Income Securities transactions are accounted for on a trade date
basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income (net of withholding tax, if any) is recorded on an accrual basis from settlement date. Bond premiums and discounts
are amortized and/or accreted over the lives of the respective securities. Pay-in-kind interest income and non-cash dividend income received in the form of securities in-lieu of cash are recorded at the fair value of the securities received.
Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date.
|
The Trust may periodically
participate in litigation related to Trust investments. As such, the Trust may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and
as unrealized gain (loss) for investments still held.
Brokerage commissions and mark ups are considered transaction costs and are
recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of net realized and unrealized gain (loss) from investment securities
reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the
Trusts net asset value and, accordingly, they reduce the Trusts total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and the
Statement of Changes in Net Assets, or the net investment income per share and the ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Trust and
the investment adviser.
C.
|
Country Determination For the purposes of making investment selection decisions and presentation in the
Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where
the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuers securities, as well as other criteria. Among the other criteria that
may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country
of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
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D.
|
Distributions The Trust declares and pays monthly dividends from net investment income to common
shareholders. Distributions from net realized capital gain, if any, are generally declared and paid annually and are distributed on a pro rata basis to common and preferred shareholders.
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E.
|
Cash and Cash Equivalents For the purposes of the Statement of Cash Flows, the Trust defines Cash and Cash
Equivalents as cash (including foreign currency), money market funds and other investments held in lieu of cash and excludes investments made with cash collateral received.
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F.
|
Federal Income Taxes The Trust intends to comply with the requirements of Subchapter M of the Internal
Revenue Code of 1986, as amended (the Internal Revenue Code), necessary to qualify as a regulated investment company and to distribute substantially all of the Trusts taxable earnings to shareholders. As such, the Trust will not be
subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
|
The Trust recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained.
Management has analyzed the Trusts uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is
reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.
In addition,
the Trust intends to invest in such municipal securities to allow it to qualify to pay shareholders exempt dividends, as defined in the Internal Revenue Code.
The Trust files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally, the Trust is subject to
examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
G.
|
Interest, Facilities and Maintenance Fees Interest, Facilities and Maintenance Fees include interest and
related borrowing costs such as commitment
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29
Invesco Advantage Municipal Income Trust II
|
fees, rating and bank agent fees and other expenses associated with lines of credit and Variable Rate Muni Term Preferred Shares (VMTP Shares), and interest and administrative
expenses related to establishing and maintaining floating rate note obligations, if any.
|
H.
|
Accounting Estimates The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Trust monitors for material events or
transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
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I.
|
Indemnifications Under the Trusts organizational documents, each Trustee, officer, employee or other
agent of the Trust is indemnified against certain liabilities that may arise out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts, including the Trusts servicing
agreements, that contain a variety of indemnification clauses. The Trusts maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. Currently, the
risk of material loss as a result of such indemnification claims is considered remote.
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J.
|
Floating Rate Note Obligations The Trust invests in inverse floating rate securities, such as Tender Option
Bonds (TOBs), for investment purposes and to enhance the yield of the Trust. Such securities may be purchased in the secondary market without first owning an underlying bond but generally are created through the sale of fixed rate bonds
by the Trust to special purpose trusts established by a broker dealer or by the Trust (TOB Trusts) in exchange for cash and residual interests in the TOB Trusts assets and cash flows, which are in the form of inverse floating rate
securities. The TOB Trusts finance the purchases of the fixed rate bonds by issuing floating rate notes to third parties and allowing the Trust to retain residual interests in the bonds. The floating rate notes issued by the TOB Trusts have interest
rates that reset weekly and the floating rate note holders have the option to tender their notes to the TOB Trusts for redemption at par at each reset date. The residual interests held by the Trust (inverse floating rate securities) include the
right of the Trust (1) to cause the holders of the floating rate notes to tender their notes at par at the next interest rate reset date, and (2) to transfer the municipal bond from the TOB Trust to the Trust, thereby collapsing the TOB
Trust. Inverse floating rate securities tend to underperform the market for fixed rate bonds in a rising interest rate environment, but tend to outperform the market for fixed rate bonds when interest rates decline or remain relatively stable.
|
The Trust generally invests in inverse floating rate securities that include embedded leverage, thus exposing the
Trust to greater risks and increased costs. The primary risks associated with inverse floating rate securities are varying degrees of liquidity and decreases in the value of such securities in response to changes in interest rates to a greater
extent than fixed rate securities having similar credit quality, redemption provisions and maturity, which may cause the Trusts net asset value to be more volatile than if it had not invested in inverse floating rate securities. In certain
instances, the short-term floating rate notes created by the TOB Trust may not be able to be sold to third parties or, in the case of holders tendering (or putting) such notes for repayment of principal, may not be able to be remarketed to third
parties. In such cases, the TOB Trust holding the fixed rate bonds may be collapsed with the entity that contributed the fixed rate bonds to the TOB Trust. In the case where a TOB Trust is collapsed with the Trust, the Trust will be required to
repay the principal amount of the tendered securities, which may require the Trust to sell other portfolio holdings to raise cash to meet that obligation. The Trust could therefore be required to sell other portfolio holdings at a disadvantageous
time or price to raise cash to meet this obligation, which risk will be heightened during times of market volatility, illiquidity or uncertainty. The embedded leverage in the TOB Trust could cause the Trust to lose more money than the value of the
asset it has contributed to the TOB Trust and greater levels of leverage create the potential for greater losses. In addition, a Trust may enter into reimbursement agreements with the liquidity provider of certain TOB transactions in connection with
certain residuals held by the Trust. These agreements commit a Trust to reimburse the liquidity provider to the extent that the liquidity provider must provide cash to a TOB Trust, including following the termination of a TOB Trust resulting from a
mandatory tender event (liquidity shortfall). The reimbursement agreement will effectively make the Trust liable for the amount of the negative difference, if any, between the liquidation value of the underlying security and the purchase
price of the floating rate notes issued by the TOB Trust.
The Trust accounts for the transfer of fixed rate bonds to the TOB Trusts
as secured borrowings, with the securities transferred remaining in the Trusts investment assets, and the related floating rate notes reflected as Trust liabilities under the caption Floating rate note obligations on the Statement of Assets
and Liabilities. The carrying amount of the Trusts floating rate note obligations as reported on the Statement of Assets and Liabilities approximates its fair value. The Trust records the interest income from the fixed rate bonds under the
caption Interest and records the expenses related to floating rate obligations and any administrative expenses of the TOB Trusts as a component of Interest, facilities and maintenance fees on the Statement of Operations.
Final rules implementing section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Volcker Rule)
prohibit banking entities from engaging in proprietary trading of certain instruments and limit such entities investments in, and relationships with, covered funds, as defined in the rules. These rules preclude banking entities and
their affiliates from sponsoring and/or providing services for existing TOB Trusts. A new TOB structure is being utilized by the Trust wherein the Trust, as holder of the residuals, will perform certain duties previously performed by banking
entities as sponsors of TOB Trusts. These duties may be performed by a third-party service provider. The Trusts expanded role under the new TOB structure may increase its operational and regulatory risk. The new structure is
substantially similar to the previous structure; however, pursuant to the Volcker Rule, the remarketing agent would not be able to repurchase tendered floaters for its own account upon a failed remarketing. In the event of a failed remarketing, a
banking entity serving as liquidity provider may loan the necessary funds to the TOB Trust to purchase the tendered floaters. The TOB Trust, not the Trust, would be the borrower and the loan from the liquidity provider will be secured by the
purchased floaters now held by the TOB Trust. However, as previously described, the Trust would bear the risk of loss with respect to any liquidity shortfall to the extent it entered into a reimbursement agreement with the liquidity provider.
Further, the SEC and various banking agencies have adopted rules implementing credit risk retention requirements for asset-backed
securities (the Risk Retention Rules). The Risk Retention Rules require the sponsor of a TOB Trust to retain at least 5% of the credit risk of the underlying assets supporting the TOB Trusts municipal bonds. The Trust has adopted
policies intended to comply with the Risk Retention Rules. The Risk Retention Rules may adversely affect the Trusts ability to engage in TOB Trust transactions or increase the costs of such transactions in certain circumstances.
There can be no assurances that the new TOB structure will continue to be a viable form of leverage. Further, there can be no assurances
that alternative forms of leverage will be available to the Trust in order to maintain current levels of leverage. Any alternative forms of leverage may be less advantageous to the Trust, and may adversely affect the Trusts net asset value,
distribution rate and ability to achieve its investment objective.
TOBs are presently classified as private placement securities.
Private placement securities are subject to restrictions on resale because they have not been registered under the Securities Act of 1933, as amended (the 1933 Act), or are otherwise not readily marketable. As a result of the absence of
a public trading market for these securities, they may be less liquid than publicly traded securities. Although atypical, these securities may be resold in privately negotiated transactions, the prices realized from these sales could be less than
those originally paid by the Trust or less than what may be considered the fair value of such securities.
K.
|
Futures Contracts The Trust may enter into futures contracts to manage exposure to interest rate, equity and
market price movements and/or currency risks. A futures contract is an agreement between two parties (Counterparties) to purchase or sell a specified underlying security, currency or commodity (or delivery of a cash settlement price, in
the case of an index future) for a fixed price at a future date. The Trust currently invests only in exchange-traded futures and they are standardized as to maturity date and underlying financial instrument. Initial margin deposits required upon
entering into futures contracts are satisfied by the segregation of specific securities or cash as collateral at the futures commission merchant (broker). During the period the futures contracts are open, changes in the value of the contracts are
recognized as unrealized gains or losses by recalculating the value of the contracts on a daily basis. Subsequent or variation margin payments are received or made depending upon whether unrealized gains or losses are incurred. These amounts are
reflected as receivables or payables on the Statement of Assets and Liabilities. When the contracts are closed or expire, the Trust recognizes a realized gain or loss equal to the difference
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30
Invesco Advantage Municipal Income Trust II
|
between the proceeds from, or cost of, the closing transaction and the Trusts basis in the contract. The net realized gain (loss) and the change in unrealized gain (loss) on futures
contracts held during the period is included on the Statement of Operations. The primary risks associated with futures contracts are market risk and the absence of a liquid secondary market. If the Trust were unable to liquidate a futures contract
and/or enter into an offsetting closing transaction, the Trust would continue to be subject to market risk with respect to the value of the contracts and continue to be required to maintain the margin deposits on the futures contracts. Futures
contracts have minimal Counterparty risk since the exchanges clearinghouse, as Counterparty to all exchange-traded futures, guarantees the futures against default. Risks may exceed amounts recognized in the Statement of Assets and Liabilities.
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L.
|
Other Risks - The value of, payment of interest on, repayment of principal for and the ability to sell a municipal
security may be affected by constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives and the economics of the regions in which the issuers are located. Since many municipal securities are
issued to finance similar projects, especially those relating to education, health care, transportation and utilities, conditions in those sectors can affect the overall municipal securities market and the Trusts investments in municipal
securities. There is some risk that a portion or all of the interest received from certain tax-free municipal securities could become taxable as a result of determinations by the Internal Revenue Service.
|
The current low interest rate environment was created in part by the Federal Reserve Board (FRB) and certain foreign central banks keeping
the federal funds and equivalent foreign rates near historical lows. Increases in the federal funds and equivalent foreign rates may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments,
particularly those with longer maturities. In addition, decreases in fixed income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed income markets. As a result, the value of the
Trusts investments and share price may decline. Changes in central bank policies could also result in higher than normal shareholder redemptions, which could potentially increase portfolio turnover and the Trusts transaction costs.
NOTE 2Advisory Fees and Other Fees Paid to Affiliates
The Trust has
entered into a master investment advisory agreement with Invesco Advisers, Inc. (the Adviser or Invesco). Under the terms of the investment advisory agreement, the Trust accrues daily and pays monthly an advisory fee to the
Adviser based on the annual rate of 0.55% of the Trusts average daily managed assets. Managed assets for this purpose means the Trusts net assets, plus assets attributable to outstanding preferred shares and the amount of any borrowings
incurred for the purpose of leverage (whether or not such borrowed amounts are reflected in the Trusts financial statements for purposes of GAAP).
Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management
Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the Affiliated Sub-Advisers) the Adviser, not the Trust, will pay 40% of the
fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide(s) discretionary investment management services to the Trust based on the percentage of assets allocated to such Affiliated Sub-Adviser(s).
The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Trust has agreed to pay Invesco for certain
administrative costs incurred in providing accounting services to the Trust. For the six months ended August 31, 2020, expenses incurred under this agreement are shown in the Statement of Operations as Administrative services fees. Invesco has
entered into a sub-administration agreement whereby State Street Bank and Trust Company (SSB) serves as fund accountant and provides certain administrative services to the Trust. Pursuant to a custody agreement with the Trust, SSB also
serves as the Trusts custodian.
Certain officers and trustees of the Trust are officers and directors of Invesco.
NOTE 3Additional Valuation Information
GAAP defines fair value as the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to
valuation methods, giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3), generally when market prices are
not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investments assigned level:
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|
|
Level 1 -
|
|
Prices are determined using quoted prices in an active market for identical assets.
|
Level 2 -
|
|
Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates,
prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
|
Level 3 -
|
|
Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the
period), unobservable inputs may be used. Unobservable inputs reflect the Trusts own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best
available information.
|
The following is a summary of the tiered valuation input levels, as of August 31, 2020. The level assigned to the
securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from
the value received upon actual sale of those investments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
Investments in Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal Obligations
|
|
|
$
|
|
|
|
$881,662,839
|
|
|
|
$521,428
|
|
|
|
$882,184,267
|
|
|
|
|
|
|
|
|
Other Investments - Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments Matured
|
|
|
|
|
|
|
716,139
|
|
|
|
|
|
|
|
716,139
|
|
|
|
Total Investments
|
|
|
$
|
|
|
|
$882,378,978
|
|
|
|
$521,428
|
|
|
|
$882,900,406
|
|
|
|
NOTE 4Derivative Investments
The Trust
may enter into an International Swaps and Derivatives Association Master Agreement (ISDA Master Agreement) under which a trust may trade OTC derivatives. An OTC transaction entered into under an ISDA Master Agreement typically involves a
collateral posting arrangement, payment netting provisions and close-out netting provisions. These netting provisions allow for reduction of credit risk through netting of contractual obligations. The enforceability of the netting provisions of the
ISDA Master Agreement depends on the governing law of the ISDA Master Agreement, among other factors.
For financial reporting purposes, the Trust
does not offset OTC derivative assets or liabilities that are subject to ISDA Master Agreements in the Statement of Assets and Liabilities.
31
Invesco Advantage Municipal Income Trust II
Effect of Derivative Investments for the six months ended August 31, 2020
The table below summarizes the gains (losses) on derivative investments, detailed by primary risk exposure, recognized in earnings during the period:
|
|
|
|
|
|
|
Location of Gain (Loss) on
Statement of Operations
|
|
|
|
|
|
|
|
|
Interest
Rate Risk
|
|
Realized Gain (Loss):
|
|
|
|
|
Futures contracts
|
|
|
$(181,390)
|
|
The
table below summarizes the average notional value of derivatives held during the period.
|
|
|
|
|
|
|
Futures
|
|
|
|
Contracts
|
|
Average notional value
|
|
|
$10,837,000
|
|
NOTE 5Security Transactions with Affiliated Funds
The Trust is permitted to purchase or sell securities from or to certain other Invesco Funds under specified conditions outlined in procedures adopted by the Board of
Trustees of the Trust. The procedures have been designed to ensure that any purchase or sale of securities by the Trust from or to another fund or portfolio that is or could be considered an affiliate by virtue of having a common investment adviser
(or affiliated investment advisers), common Trustees and/or common officers complies with Rule 17a-7 of the 1940 Act. Further, as defined under the procedures, each transaction is effected at the current market price. Pursuant to these procedures,
for the six months ended August 31, 2020, the Trust engaged in securities purchases of $5,550,122 and securities sales of $13,451,040, which did not result in any net realized gains (losses).
NOTE 6Trustees and Officers Fees and Benefits
Trustees and Officers Fees and Benefits include amounts accrued by the Trust to pay remuneration to certain Trustees and Officers of the Trust.
Trustees have the option to defer compensation payable by the Trust, and Trustees and Officers Fees and Benefits includes amounts accrued by the Trust to fund such deferred compensation amounts.
NOTE 7Cash Balances and Borrowings
The Trust is permitted to temporarily
carry a negative or overdrawn balance in its account with SSB, the custodian bank. Such balances, if any at period-end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. To compensate the custodian
bank for such overdrafts, the overdrawn Trust may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank
at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.
Inverse floating rate obligations
resulting from the transfer of bonds to TOB Trusts are accounted for as secured borrowings. The average floating rate notes outstanding and average annual interest and fee rate related to inverse floating rate note obligations during the six months
ended August 31, 2020 were $139,695,571 and 1.60%, respectively.
NOTE 8Tax Information
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations, which may differ from GAAP. Reclassifications are
made to the Trusts capital accounts to reflect income and gains available for distribution (or available capital loss carryforward) under income tax regulations. The tax character of distributions paid during the year and the tax components of
net assets will be reported at the Trusts fiscal year-end.
Capital loss carryforward is calculated and reported as of a specific date. Results
of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Trust to utilize. The ability to utilize capital loss carryforwards in the future may be limited under the Internal
Revenue Code and related regulations based on the results of future transactions.
The Trust had a capital loss carryforward as of February 29,
2020, as follows:
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|
|
|
|
|
|
|
|
|
|
|
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Capital Loss Carryforward*
|
|
|
|
Expiration
|
|
Short-Term
|
|
|
Long-Term
|
|
|
Total
|
|
|
|
Not subject to expiration
|
|
|
$10,096,313
|
|
|
|
$10,291,333
|
|
|
|
$20,387,646
|
|
|
|
*
|
Capital loss carryforward is reduced for limitations, if any, to the extent required by the Internal Revenue Code and may
be further limited depending upon a variety of factors, including the realization of net unrealized gains or losses as of the date of any reorganization.
|
NOTE 9Investment Transactions
The aggregate amount of investment
securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Trust during the six months ended August 31, 2020 was $137,944,512 and $144,611,223, respectively. Cost of
investments, including any derivatives, on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed federal income tax reporting period-end.
|
|
|
|
|
Unrealized Appreciation (Depreciation) of Investments on a Tax Basis
|
|
|
|
Aggregate unrealized appreciation of investments
|
|
$
|
65,420,219
|
|
|
|
Aggregate unrealized (depreciation) of investments
|
|
|
(7,878,637
|
)
|
|
|
Net unrealized appreciation of investments
|
|
$
|
57,541,582
|
|
|
|
Cost of investments for tax purposes is $825,358,824.
32
Invesco Advantage Municipal Income Trust II
NOTE 10Common Shares of Beneficial Interest
Transactions in common shares of beneficial interest were as follows:
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|
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|
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Six Months Ended
|
|
|
Year Ended
|
|
|
|
August 31,
|
|
|
February 29,
|
|
|
|
2020
|
|
|
2020
|
|
|
|
Beginning shares
|
|
|
44,391,551
|
|
|
|
44,391,551
|
|
|
|
Shares issued through dividend reinvestment
|
|
|
|
|
|
|
|
|
|
|
Ending shares
|
|
|
44,391,551
|
|
|
|
44,391,551
|
|
|
|
The Trust may, when appropriate, purchase shares in the open market or in privately negotiated transactions at a price
not above market value or net asset value, whichever is lower at the time of purchase.
NOTE 11Variable Rate Muni Term Preferred Shares
On May 15, 2012, the Trust issued 2,310 Series 2015/6-VKI VMTP Shares, with a liquidation preference of $100,000 per share, pursuant to an offering exempt from
registration under the 1933 Act. Proceeds from the issuance of VMTP Shares on May 15, 2012 were used to redeem all of the Trusts outstanding Auction Rate Preferred Shares (ARPS). VMTP Shares are a floating-rate form of
preferred shares with a mandatory redemption date and are considered debt for financial reporting purposes. On December 31, 2014, the Trust extended the term of the VMTP Shares and is required to redeem all outstanding VMTP Shares on
December 31, 2017, unless earlier redeemed, repurchased or extended. On June 1, 2017, the Trust redeemed 150 Series 2015/6-VKI VMTP Shares, with a liquidation preference of $100,000 per share to pay holders of record as of May 31,
2017, the redemption price, including accumulated but unpaid dividends, to the holders of VMTP Shares called for redemption on such date, in connection with the partial redemption. In addition, on June 1, 2017, the Trust extended the term of
the remaining outstanding VMTP Shares and is required to redeem all outstanding VMTP Shares on June 1, 2020, unless earlier redeemed, repurchased or extended. On November 19, 2019, the Trust extended the term of the VMTP Shares and is
required to redeem all outstanding VMTP Shares on December 1, 2022, unless earlier redeemed, repurchased or extended. VMTP Shares are subject to optional and mandatory redemption in certain circumstances. The redemption price per share is equal
to the sum of the liquidation value per share plus any accumulated but unpaid dividends and a redemption premium, if any. On or prior to the redemption date, the Trust will be required to segregate assets having a value equal to 110% of the
redemption amount.
The Trust incurred costs in connection with the issuance of the VMTP Shares. These costs were recorded as a deferred charge and
were amortized over the original 3 year life of the VMTP Shares. In addition, the Trust incurred costs in connection with the extension of the VMTP Shares that are recorded as a deferred charge and are being amortized over the extended term.
Amortization of these costs is included in Interest, facilities and maintenance fees on the Statement of Operations, and the unamortized balance is included in the value of Variable rate muni term preferred shares on the Statement of
Assets and Liabilities.
Dividends paid on the VMTP Shares (which are treated as interest expense for financial reporting purposes) are declared daily
and paid monthly. The initial rate for dividends was equal to the sum of 1.10% per annum plus the Securities Industry and Financial Markets Association Municipal Swap Index (the SIFMA Index). As of August 31, 2020, the dividend
rate is equal to the SIFMA Index plus a spread of 1.05%, which is based on the long term preferred share ratings assigned to the VMTP Shares by a ratings agency. The average aggregate liquidation preference outstanding and the average annualized
dividend rate of the VMTP Shares during the six months ended August 31, 2020 were $216,000,000 and 1.76%, respectively.
The Trust utilizes the
VMTP Shares as leverage in order to enhance the yield of its common shareholders. The primary risk associated with VMTP Shares is exposing the net asset value of the common shares and total return to increased volatility if the value of the Trust
decreases while the value of the VMTP Shares remain unchanged. Fluctuations in the dividend rates on the VMTP Shares can also impact the Trusts yield or its distributions to common shareholders. The Trust is subject to certain restrictions
relating to the VMTP Shares, such as maintaining certain asset coverage and leverage ratio requirements. Failure to comply with these restrictions could preclude the Trust from declaring any distributions to common shareholders or purchasing common
shares and/or could trigger an increased rate which, if not cured, could cause the mandatory redemption of VMTP Shares at the liquidation preference plus any accumulated but unpaid dividends.
The liquidation preference of VMTP Shares, which approximates fair value, is recorded as a liability under the caption Variable rate muni term
preferred shares on the Statement of Assets and Liabilities. The fair value of VMTP Shares is expected to be approximately their liquidation preference so long as the credit rating on the VMTP Shares, and therefore the spread on the
VMTP Shares (determined in accordance with the VMTP Shares governing document) remains unchanged. At period-end, the Trusts Adviser has determined that fair value of VMTP Shares is approximately their liquidation preference. Fair value
could vary if market conditions change materially. Unpaid dividends on VMTP Shares are recognized as Accrued interest expense on the Statement of Assets and Liabilities. Dividends paid on VMTP Shares are recognized as a component of
Interest, facilities and maintenance fees on the Statement of Operations.
NOTE 12Dividends
The Trust declared the following dividends to common shareholders from net investment income subsequent to August 31, 2020:
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|
|
|
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Declaration Date
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Amount per Share
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Record Date
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Payable Date
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|
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September 1, 2020
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$0.0465
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|
|
September 15, 2020
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|
|
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September 30, 2020
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|
|
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October 1, 2020
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$0.0465
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October 15, 2020
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October 30, 2020
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NOTE 13Coronavirus (COVID-19) Pandemic
During the first quarter of 2020, the World Health Organization declared COVID-19 to be a public health emergency. COVID-19 has led to increased short-term market
volatility and may have adverse long-term effects on U.S. and world economies and markets in general. COVID-19 may adversely impact the Trusts ability to achieve its investment objective. Because of the uncertainties on valuation, the global
economy and business operations, values reflected in these financial statements may materially differ from the value received upon actual sales of those investments.
The extent of the impact on the performance of the Trust and its investments will depend on future developments, including the duration and spread of the
COVID-19 outbreak, related restrictions and advisories, and the effects on the financial markets and economy overall, all of which are highly uncertain and cannot be predicted.
33
Invesco Advantage Municipal Income Trust II
Approval of Investment Advisory and Sub-Advisory Contracts
At meetings held on June 3, 2020, the Board of Trustees (the Board or the Trustees) of Invesco Advantage Municipal
Income Trust II (the Fund) as a whole, and the independent Trustees, who comprise over 75% of the Board, voting separately, approved the continuance of the Funds Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco
Advisers and the investment advisory agreement) and the Master Intergroup Sub-Advisory Contract for Mutual Funds with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong
Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts) for another year, effective July 1, 2020. After evaluating the factors discussed below,
among others, the Board approved the renewal of the Funds investment advisory agreement and the sub-advisory contracts and determined that the compensation payable thereunder by the Fund to Invesco Advisers and by Invesco Advisers to the
Affiliated Sub-Advisers is fair and reasonable.
The Boards Evaluation Process
The Boards Investments Committee has established Sub-Committees which meet throughout the year to review the performance of funds advised by Invesco Advisers (the
Invesco Funds). The Sub-Committees meet regularly with portfolio managers for their assigned Invesco Funds and other members of management to review detailed information about investment performance and portfolio attributes of these funds. The Board
took into account evaluations and reports that it received from the Investments Committee and Sub-Committees, as well as the information provided to such committees and the Board throughout the year, in considering whether to approve each Invesco
Funds investment advisory agreement and sub-advisory contracts.
As part of the contract renewal process, the Board reviews and considers
information provided in response to detailed requests for information submitted to management by the independent Trustees with assistance from legal counsel to the independent Trustees. The Board receives comparative investment performance and fee
data regarding the Invesco Funds prepared by Invesco Advisers and Broadridge Financial Solutions, Inc. (Broadridge), an independent mutual fund data provider, as well as information on the composition of the peer groups provided by Broadridge and
its methodology for determining peer groups. The Board also receives an independent written evaluation from the Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees. The Senior Officers evaluation is
prepared as part of his responsibility to manage the process by which the Invesco Funds proposed management fees are negotiated during the annual contract renewal process to ensure they are negotiated in a manner that is at arms length
and reasonable. In addition to meetings with Invesco Advisers and fund counsel throughout the year, the independent Trustees also discuss the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the
Senior Officer and with independent legal counsel.
The discussion below is a summary of the Senior Officers independent written evaluation with respect
to the Funds investment advisory agreement, as well as a discussion of the material factors and related conclusions that formed the basis for the Boards approval of the Funds investment advisory agreement and sub-advisory
contracts. The Trustees review and conclusions are based on the comprehensive consideration of all information presented to them during the course of the year and in prior years and are not the result of any single determinative factor.
Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee. This information is current as of June 3, 2020.
Factors and Conclusions and Summary of Independent Written Fee Evaluation
A.
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Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers
|
The Board reviewed the nature, extent and quality of the advisory services provided to the Fund by Invesco Advisers under the Funds
investment advisory agreement, and the credentials and experience of the officers and employees of Invesco Advisers who provide these services, including the Funds portfolio manager(s). The Boards review included consideration of Invesco
Advisers investment process oversight and structure, credit analysis, investment risk management and research capabilities. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds,
such as various back office support functions, third party oversight, internal audit, valuation, portfolio trading and legal and compliance. The Board reviewed and considered the benefits to shareholders of investing in a Fund that is part of the
Invesco family of funds under the umbrella of Invesco Ltd., Invesco Advisers parent company, and noted Invesco Ltd.s depth and experience in conducting an investment management business, as well as its commitment of financial and other
resources to such business. The Board also reviewed and considered information regarding the benefits to the Fund resulting from Invesco Ltd.s acquisition of OppenheimerFunds, Inc. and its subsidiaries (the Transaction) and the resources that
Invesco Advisers has committed to managing the Invesco family of funds following the Transaction. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory.
The Board reviewed the services that may be provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of
the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board noted the Affiliated Sub-Advisers expertise with respect to certain asset classes and that the Affiliated Sub-Advisers have offices and personnel
that are located in financial centers around the world. As a result, the Board noted that the Affiliated Sub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make
recommendations regarding securities and assist with security trades. The Board concluded that the sub-advisory contracts may benefit the Fund and its
shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the
Fund. The Board concluded that the nature, extent and quality of the services that may be provided by the Affiliated Sub-Advisers are appropriate and satisfactory.
B.
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Fund Investment Performance
|
The Board considered Fund investment performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund
investment performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.
The Board compared the Funds investment performance over multiple time periods ending December 31, 2019 to the performance of funds in the
Broadridge performance universe and against the S&P Municipal Bond 5+ Year Investment Grade Index. The Board noted that the Funds performance was in the fifth quintile of its performance universe for the one and three year periods and the
fourth quintile for the five year period (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that the Funds performance was above the performance of the Index for the
one and five year periods and reasonably comparable to the performance of the Index for the three year period. The Board noted that underweight exposure to and selection in certain types of bonds and states detracted from the Funds
performance. The Board recognized that the performance data reflects a snapshot in time as of a particular date and that selecting a different performance period could produce different results. The Board also reviewed more recent Fund performance
as well as other performance metrics and this review did not change their conclusions. The Board also reviewed supplementally historic premium and discount levels of the Fund as provided to the Board at meetings throughout the year.
C.
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Advisory and Sub-Advisory Fees and Fund Expenses
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The Board compared the Funds contractual management fee rate to the contractual management fee rates of funds in the Funds Broadridge expense group. The Board
noted that the contractual management fee rate for shares of the Fund was the same as the median contractual management fee rate of funds in its expense group. The Board noted that the term contractual management fee for funds in the
expense group may include both advisory and certain non-portfolio management administrative services fees, but that Broadridge does not provide information on a fund by fund basis as to what is included. The Board also reviewed the methodology used
by Broadridge in providing expense group information, which includes using each funds contractual management fee schedule (including any applicable breakpoints) as reported in the most recent audited annual reports for each fund in the expense
group. The Board also considered comparative information regarding the Funds total expense ratio and its various components.
The Board noted
that Invesco Advisers and the Affiliated Sub-Advisers do not manage other similarly managed mutual funds or client accounts.
34
Invesco Advantage Municipal Income Trust II
The Board also considered the services that may be provided by the Affiliated Sub-Advisers pursuant to the
sub-advisory contracts, as well as the fees payable by Invesco Advisers to the Affiliated Sub-Advisers pursuant to the sub-advisory contracts.
D.
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Economies of Scale and Breakpoints
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The Board noted that most closed-end funds do not have fund level breakpoints because closed-end funds generally do not experience substantial asset growth after the
initial public offering. The Board noted that the Fund does not benefit from economies of scale through contractual breakpoints, but does share in economies of scale through lower fees charged by third party service providers based on the combined
size of the Invesco Funds. The Board noted that the Fund may also benefit from economies of scale through initial fee setting, fee waivers and expense reimbursements. The Board also considered Invescos reinvestment in its business, including
investments in business infrastructure, technology and cybersecurity.
E.
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Profitability and Financial Resources
|
The Board reviewed information from Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Fund
and the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services in the aggregate and on an individual Fund-by-Fund basis. The Board considered the methodology used for calculating profitability and
noted the periodic review and enhancement of such methodology. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its affiliates provide to the Invesco Funds in the aggregate and to certain
Funds on an individual fund level. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing such services to be excessive given the nature, extent and quality of the services provided. The Board
received information from Invesco Advisers demonstrating that Invesco Advisers and the Affiliated Sub-Advisers are financially sound and have the resources necessary to perform their obligations under the investment advisory agreement and
sub-advisory contracts.
F.
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Collateral Benefits to Invesco Advisers and its Affiliates
|
The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund. The Board considered the organizational
structure employed to provide additional services to the Fund.
The Board considered that the Funds uninvested cash may be invested in
registered money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board considered information regarding the returns of the affiliated money market funds relative to comparable overnight investments, as well
as the costs to the Fund of such investments. The Board noted that Invesco Advisers receives advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through
varying periods the advisory fees payable by the Invesco Funds with respect to certain investments in the affiliated money market funds. The waiver is in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated
money market funds with respect to the Funds investment in the affiliated money market funds of uninvested cash.
At meetings held on June 10, 2019, the Board of Trustees (the Board or the Trustees) of Invesco
Advantage Municipal Income Trust II (the Fund) as a whole, and the independent Trustees, who comprise over 75% of the Board, voting separately, approved the continuance of the Funds Master Investment Advisory Agreement with Invesco Advisers,
Inc. (Invesco Advisers and the investment advisory agreement) and the Master Intergroup Sub-Advisory Contract for Mutual Funds with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan)
Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the Affiliated Sub-Advisers and the sub-advisory contracts) for another year, effective July 1, 2019. After evaluating the
factors discussed below, among others, the Board approved the renewal of the Funds investment advisory agreement and the sub-advisory contracts and determined that the compensation payable by the Fund to Invesco Advisers and by Invesco
Advisers to the Affiliated Sub-Advisers is fair and reasonable.
The Boards Evaluation Process
The Boards Investments Committee has established three Sub-Committees which meet throughout the year to review the performance of funds advised by Invesco Advisers
(the Invesco Funds). As part of a regularly scheduled basis of in-person Board meetings, the Sub-Committees meet with portfolio managers for their assigned Invesco Funds and other members of management to review detailed information about investment
performance and portfolio attributes of these funds. The Board took into account evaluations and reports that it received from the Investments Committee and Sub-Committees, as well as the information provided to such committees and the Board
throughout the year, in considering whether to approve each Invesco Funds investment advisory agreement and sub-advisory contracts.
As part of
the contract renewal process, the Board reviews and considers information provided in response to detailed requests for information submitted to management by the independent Trustees with assistance from legal counsel to the independent Trustees.
The Board receives comparative investment performance and fee data regarding the Invesco Funds prepared by Invesco Advisers and Broadridge Financial Solutions, Inc. (Broadridge), an independent mutual fund data provider. The Board also receives an
independent written evaluation from the Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees. The Senior Officers evaluation is prepared as part of his responsibility to manage the process by which
the Invesco Funds proposed management fees are negotiated during the annual contract renewal process to ensure they are negotiated in a manner that is at arms length and reasonable. In addition to meetings with Invesco Advisers and fund
counsel throughout the year, the independent Trustees also discuss the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.
The discussion below is a summary of the Senior Officers independent written evaluation with respect to the Funds investment advisory
agreement, as well as a discussion of the material factors and related conclusions that formed the basis for the Boards approval of the Funds investment advisory
agreement and sub-advisory contracts. The Trustees review and conclusions are based on the comprehensive
consideration of all information presented to them during the course of the year and in prior years and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor
differently than another Trustee. This information is current as of June 10, 2019.
Factors and Conclusions and Summary of Independent Written Fee Evaluation
A.
|
Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers
|
The Board reviewed the nature, extent and quality of the advisory services provided to the Fund by Invesco Advisers under the Funds
investment advisory agreement, and the credentials and experience of the officers and employees of Invesco Advisers who provide these services, including the Funds portfolio manager(s). The Boards review included consideration of Invesco
Advisers investment process oversight and structure, credit analysis and investment risk management. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds such as various back
office support functions, third party oversight, internal audit, valuation, portfolio trading and legal and compliance. The Board also reviewed and considered the benefits to shareholders of investing in a fund that is part of the Invesco family of
funds under the umbrella of Invesco Ltd., Invesco Advisers parent company, and noted Invesco Ltd.s depth and experience in conducting an investment management business, as well as its commitment of financial and other resources to such
business. The Board reviewed and considered information about the resources that Invesco Advisers intends to continue to commit to managing the Invesco family of funds following Invesco Ltd.s acquisition of OppenheimerFunds, Inc. and its
subsidiaries. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory.
The Board reviewed the services that may be provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of
the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board noted the Affiliated Sub-Advisers expertise with respect to certain asset classes and that the Affiliated Sub-Advisers have offices and personnel
that are located in financial centers around the world. As a result, the Board noted that the Affiliated Sub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make
recommendations regarding securities and assist with security trades. The Board concluded that the sub-advisory contracts may benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated
Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services that may be provided by the Affiliated Sub-Advisers are appropriate and satisfactory.
B.
|
Fund Investment Performance
|
The Board considered Fund investment performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund
investment performance as a
35
Invesco Advantage Municipal Income Trust II
relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser
currently manages assets of the Fund.
The Board compared the Funds investment performance over multiple time periods ending December 31,
2018 to the performance of funds in the Broadridge performance universe and against the Lipper Closed-End General and Insured Municipal Leveraged Debt Funds Index. The Board noted that the Funds performance was in the fourth quintile of its
performance universe for the one, three and five year periods (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that the Funds performance was below the performance of
the Index for the one, three and five year periods. The Board noted that overweight exposure to and selection in certain securities and states detracted from the Funds performance. The Trustees also reviewed more recent Fund performance and
this review did not change their conclusions. The Board also reviewed supplementally historic premium and discount levels of the Fund as provided to the Board at meetings throughout the year.
C.
|
Advisory and Sub-Advisory Fees and Fund Expenses
|
The Board compared the Funds contractual management fee rate to the contractual management fee rates of funds in the Funds Broadridge expense group. The Board
noted that the contractual management fee rate for shares of the Fund was the same as the median contractual management fee rate of funds in its expense group. The Board noted that the term contractual management fee for funds in the
expense group may include both advisory and certain non-portfolio management administrative services fees, but that Broadridge does not provide information on a fund by fund basis as to what is included. The Board also reviewed the methodology used
by Broadridge in providing expense group information, which includes using each funds contractual management fee schedule (including any applicable breakpoints) as reported in the most recent audited annual reports for each fund in the expense
group. The Board also considered comparative information regarding the Funds total expense ratio and its various components.
The Board noted
that Invesco Advisers and the Affiliated Sub-Advisers do not manage other similarly managed mutual funds or client accounts.
The Board also
considered the services that may be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the fees payable by Invesco Advisers to the Affiliated Sub-Advisers pursuant to the sub-advisory contracts.
D.
|
Economies of Scale and Breakpoints
|
The Board noted that most closed-end funds do not have fund level breakpoints because closed-end funds generally do not experience substantial asset growth after the
initial public offering. The Board noted that the Fund does not benefit from economies of scale through contractual breakpoints, but does share in economies of scale through lower fees charged by third party service providers based on the combined
size of the Invesco Funds. The Board considered Invescos reinvestment in its business, including investments in business infrastructure and cybersecurity. The Board noted that the Fund may also benefit from economies of scale through initial
fee setting, fee waivers and expense reimbursements.
E.
|
Profitability and Financial Resources
|
The Board reviewed information from Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Fund
and the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board considered the methodology used for calculating profitability and noted the periodic review of such methodology by an
independent consultant. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its affiliates provide to the Invesco Funds and the Fund. The Board did not deem the level of profits realized by
Invesco Advisers and its affiliates from providing services to the Fund to be excessive given the nature, extent and quality of the services provided. The Board received information from Invesco Advisers demonstrating that Invesco Advisers and the
Affiliated Sub-Advisers are financially sound and have the resources necessary to perform their obligations under the investment advisory agreement and sub-advisory contracts.
F.
|
Collateral Benefits to Invesco Advisers and its Affiliates
|
The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund. The Board considered the organizational
structure employed to provide additional services to the Fund.
The Board considered that the Funds uninvested cash may be invested in money
market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board considered information regarding the returns of the affiliated money market funds relative to comparable overnight investments, as well as the costs to
the Fund of such investments. The Board noted that Invesco Advisers receives advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through varying periods
the advisory fees payable by the Invesco Funds with respect to investments in the affiliated money market funds. The waiver is in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with
respect to the Funds investment in the affiliated money market funds of uninvested cash.
36
Invesco Advantage Municipal Income Trust II