UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12
INVESCO CALIFORNIA INSURED MUNICIPAL INCOME TRUST
INVESCO CALIFORNIA QUALITY MUNICIPAL SECURITIES
INVESCO INSURED CALIFORNIA MUNICIPAL SECURITIES
INVESCO INSURED MUNICIPAL BOND TRUST
INVESCO INSURED MUNICIPAL INCOME TRUST
INVESCO INSURED MUNICIPAL SECURITIES
INVESCO INSURED MUNICIPAL TRUST
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST II
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST III
INVESCO MUNICIPAL PREMIUM INCOME TRUST
INVESCO NEW YORK QUALITY MUNICIPAL SECURITIES
INVESCO QUALITY MUNICIPAL INCOME TRUST
INVESCO QUALITY MUNICIPAL INVESTMENT TRUST
INVESCO QUALITY MUNICIPAL SECURITIES
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
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INVESCO
CLOSED-END FUNDS
11 Greenway
Plaza, Suite 2500
Houston,
Texas
77046-1173
NOTICE OF JOINT ANNUAL MEETING
OF SHAREHOLDERS
To Be Held July 16,
2010
Notice is hereby given to the holders of common shares of
beneficial interest (Common Shares) and, where
applicable, the holders of preferred shares of beneficial
interest (the Preferred Shares) of each of the
Invesco Closed-End Funds listed on Annex A (the
Funds) to the attached Joint Proxy Statement that
the Joint Annual Meeting of Shareholders of the Funds (the
Meeting) will be held at 11 Greenway Plaza,
Houston, Texas 77046, on July 16, 2010 at
3:30 p.m. C.D.T., for the following purposes:
1. To elect Trustees in the following manner:
(a) With respect to ICS, IMS, OIA, OIB, and OIC, to elect
five Trustees by the holders of Common Shares of each of the
Funds. The elected Trustees will each serve for a three year
term or until a successor shall have been duly elected and
qualified.
(b) With respect to IIC, IQC, IMC, IIM, IMT, PIA, IQN,
IQI, IQT, and IQM, to elect four Trustees by the holders of
Common Shares and Preferred Shares voting together, and one
Trustee by the holders of Preferred Shares voting separately.
The elected Trustees shall serve for a three year term or until
a successor shall have been duly elected and qualified.
2. To transact such other business as may properly come
before the Meeting or any adjournments thereof.
Holders of record of the Common Shares and, where applicable,
Preferred Shares of each Fund at the close of business on
June 7, 2010 are entitled to notice of and to vote at
the Meeting and any adjournment thereof.
By order of the Board of Trustees
/s/ John M. Zerr
Senior Vice President, Chief Legal Officer and Secretary
June 21, 2010
Each Fund will furnish, without charge, a copy of its most
recent annual report (and the most recent semiannual report
succeeding the annual report, if any) to any shareholder upon
request. Any such request should be directed to the Secretary of
the respective Fund by calling
1-800-341-2929,
Option 2, or by writing to the Secretary of the respective Fund
at 11 Greenway Plaza, Suite 2500, Houston, Texas
77046-1173.
Shareholders of the Funds are invited to attend the Meeting
in person. If you do not expect to attend the Meeting, please
indicate your voting instructions on the enclosed proxy card
with respect to each Fund in which you were a shareholder as of
the record date, date and sign such proxy card(s), and return it
(them) in the envelope provided, which is addressed for your
convenience and needs no postage if mailed in the United States,
or record your voting instructions by telephone or via the
internet.
In order to avoid the additional expense of further
solicitation, we ask that you mail your proxy cards(s) or record
your voting instructions by telephone or via the internet
promptly.
If you have any questions, please contact us at Invesco
Investment Services, Inc.s
24-hour
Automated Investor Line at
1-800-341-2929,
Option 1, or on the internet at www.invesco.com.
The Board of Trustees of each Fund recommends that you cast your
vote
FOR ALL
of the nominees for the Board of Trustees
listed in the Joint Proxy Statement.
Your vote
is important.
Please return your proxy card(s) or record your voting
instructions by telephone or via the
internet promptly no matter how many shares you own.
JOINT
PROXY STATEMENT
INVESCO CLOSED-END FUNDS
11 Greenway Plaza,
Suite 2500
Houston, Texas
77046-1173
JOINT ANNUAL MEETING OF
SHAREHOLDERS
July 16, 2010
IMPORTANT NOTICE REGARDING THE
AVAILABILITY OF PROXY
MATERIALS FOR MEETING TO BE HELD ON JULY 16, 2010: THE JOINT
PROXY
STATEMENT IS AVAILABLE AT THE WEBSITE ADDRESS LOCATED ON THE
ENCLOSED PROXY CARD.
Introduction
This Joint Proxy Statement is furnished in connection with the
solicitation by the respective Board of Trustees (the
Trustees or the Board) of each of the
Invesco Closed-End Funds listed on Annex A to this Joint
Proxy Statement (the Funds) of proxies to be voted
at a Joint Annual Meeting of Shareholders of the Funds, and all
adjournments thereof (the Meeting), to be held at
11 Greenway Plaza, Houston, Texas 77046, on July 16,
2010, at 3:30 p.m. C.D.T. The Meeting will be an
annual meeting for each Fund. The approximate mailing date of
this Joint Proxy Statement and accompanying form of proxy is
June 23, 2010.
Participating in the Meeting are holders of common shares of
beneficial interest (the Common Shares) and, for
those Funds with outstanding preferred shares of beneficial
interest (the Preferred Shares), the holders of
Preferred Shares. Annex A to this Joint Proxy Statement
includes information on the number of outstanding Common Shares
and Preferred Shares of each Fund. The Common Shares and the
Preferred Shares of the Funds sometimes are referred to herein
collectively as the Shares. The Meeting is scheduled
as a joint meeting of the shareholders of the Funds because the
shareholders of the Funds are expected to consider and vote on
similar matters. The Board has determined that the use of a
joint proxy statement for the Meeting is in the best interests
of the shareholders of each of the Funds. In the event that a
shareholder of any Fund present at the Meeting objects to the
holding of a joint meeting and moves for an adjournment of the
meeting of such Fund to a time immediately after the Meeting so
that such Funds meeting may be held separately, the
persons named as proxies will vote in favor of the adjournment.
Annex A lists the stock symbol by which the Funds sometimes
are referred to in this Joint Proxy Statement.
The Board has fixed the close of business on June 7, 2010
as the record date (the Record Date) for the
determination of holders of Shares of each Fund entitled to vote
at the Meeting.
The following table summarizes the proposal (the
Proposal) to be presented at the Meeting and the
shareholders entitled to vote.
If you have any questions about the Proposal, please contact us
at Invesco Investment Services, Inc.s
24-hour
Automated Investor Line at
1-800-341-2929,
Option 1, or on the internet at www.invesco.com.
The
Proposal: Election of Trustees
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Shareholders
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Funds:
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Nominees for
Election:
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Entitled to
Vote
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ICS, IMS, OIA, OIB, and OIC
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Albert R. Dowden, Prema Mathai-Davis, Lewis F. Pennock, Hugo F.
Sonnenschein, and Raymond Stickel, Jr.
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Common
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IIC, IQC, IMC, IIM, IMT, PIA, IQN, IQI, IQT, and IQM
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Albert R. Dowden, Lewis F. Pennock, Hugo F. Sonnenschein, and
Raymond Stickel, Jr.
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Common and Preferred, voting together
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IIC, IQC, IMC, IIM, IMT, PIA, IQN, IQI, IQT, and IQM
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Prema Mathai-Davis
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Preferred, voting separately
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Each Fund will furnish, without charge, a copy of its most
recent annual report (and the most recent semiannual report
succeeding the annual report, if any) to any shareholder upon
request. Any such request should be directed to the Secretary of
the respective Fund by calling
1-800-341-2929, Option 2,
or by writing to the Secretary of the respective Fund at
11 Greenway Plaza, Suite 2500, Houston, Texas
77046-1173.
Voting
Shareholders of a Fund on the Record Date are entitled to one
vote per Share, and a proportional vote for each fractional
Share, with respect to the nominees for whom they are entitled
to vote under the Proposal, with no Share having cumulative
voting rights.
The affirmative vote of a majority of the outstanding Shares of
a Fund present at the Meeting in person or by proxy is required
to elect each nominee for Trustee of such Fund designated to be
elected by the holders of the outstanding Shares of such Fund.
The
2
affirmative vote of a majority of the Preferred Shares of a Fund
present at the Meeting in person or by proxy is required to
elect a nominee for Trustee of such Fund designated to be
elected by the holders of the Preferred Shares of each such Fund.
The Board of Trustees of each Fund recommends that you cast
your vote
FOR ALL
of the nominees for the Board of
Trustees listed in the Joint Proxy Statement.
All Shares represented by properly executed proxies received
prior to the Meeting will be voted at the Meeting in accordance
with the instructions marked thereon. Proxies on which no vote
is indicated will be voted FOR each nominee as to
whom they are entitled to be voted. Proxies marked
WITHHOLD will not be voted FOR the
indicated nominee, but will be counted for purposes for
determining whether a quorum is present, and will therefore have
the same effect as a vote against a nominee. A
majority of the outstanding Shares of a Fund entitled to vote
must be present in person or by proxy to have a quorum for such
Fund to conduct business at the Meeting. Because the only
proposal is for the election of Trustees, the Funds do not
expect to receive any abstentions or broker non-votes.
Shareholders who execute proxies may revoke them at any time
before they are voted by filing with the respective Fund a
written notice of revocation, by delivering a duly executed
proxy bearing a later date, or by attending the Meeting and
voting in person. Shareholders who wish to vote at the Meeting
and who hold their shares in street name through a
brokerage or similar account should obtain a legal
proxy from their broker in order to vote at the Meeting.
The Funds know of no business other the Proposal that will be
presented for consideration at the Meeting. If any other matters
are properly presented, it is the intention of the persons named
on the enclosed proxy to vote proxies in accordance with their
best judgment. If a quorum is not present at the Meeting, it may
be adjourned, by the Chairman or by a majority of the votes
present or represented by proxy, to allow additional
solicitations of proxies in order to attain a quorum. In the
event a quorum is present at the Meeting but sufficient votes to
approve the Proposal have not been received, proxies (including
those marked WITHHOLD) would be voted in favor of
one or more adjournments of the Meeting of the concerned Fund
with respect to the Proposal to permit further solicitation of
proxies, provided they determine that such an adjournment and
additional solicitation is reasonable and in the interest of
shareholders based on a consideration of all relevant factors,
including the nature of the Proposal, the percentage of votes
then cast, the percentage of WITHHOLD votes then
cast, the nature of the proposed solicitation activities and the
reasons for such further solicitation.
Investment
Adviser
The investment adviser for each Fund is Invesco Advisers, Inc.
(the Adviser). The Adviser is a wholly owned
subsidiary of Invesco Ltd. The Adviser is located at 1555
Peachtree Street, N.E., Atlanta, GA 30309. The Adviser and its
predecessors have been investment advisers since 1976. The
Adviser has entered into a sub-advisory agreement with certain
affiliates to serve as sub-advisers to each Fund, pursuant to
which these affiliated sub-advisers may be appointed by the
Adviser from time to time to provide discretionary investment
management services, investment advice,
and/or
order
execution services to the Funds. These affiliated sub-advisers,
each of which is a registered investment adviser under the
Investment Advisers Act of 1940, are Invesco Asset Management
Deutschland Gmbh, Invesco Asset Management Limited, Invesco
Asset Management (Japan) Limited, Invesco Australia Limited,
Invesco Hong Kong Limited, Invesco Senior Secured Management,
Inc., and Invesco Trimark Ltd. (collectively, the
Sub-Advisers). The Adviser and each Sub-Adviser are
indirect wholly owned subsidiaries of Invesco Ltd.
Other
Service Providers
Each Fund has entered into a master administrative services
agreement with the Adviser, pursuant to which the Adviser
performs or arranges for the provision of accounting and other
administrative services to each Fund which are not required to
be performed by the Adviser under its investment advisory
agreement with each Fund. The custodian for each Fund is State
Street Bank and Trust Company, One Lincoln Street, Boston,
Massachusetts 02111. The transfer agent for each Fund is
Computershare Trust Company, N.A.,
P.O. Box 43078, Providence, Rhode Island
02940-3078.
3
THE
PROPOSAL:
ELECTION
OF TRUSTEES
Five Trustees are to be elected by the shareholders of each Fund
at the Meeting.
With respect to ICS, IMS, OIA, OIB, and OIC, holders of Common
Shares will vote with respect to the election of Albert R.
Dowden, Prema Mathai-Davis, Lewis F. Pennock, Hugo F.
Sonnenschein, and Raymond Stickel, Jr.
With respect to IIC, IQC, IMC, IIM, IMT, PIA, IQN, IQI,
IQT, and IQM, holders of Preferred Shares, voting as a separate
class, will vote with respect to the election of Prema
Mathai-Davis, while holders of Common Shares and holders of
Preferred Shares will vote together with respect to Albert R.
Dowden, Lewis F. Pennock, Hugo F. Sonnenschein, and Raymond
Stickel, Jr.
If elected by a Fund, each nominee will serve until the later of
each such Funds Annual Meeting of Shareholders in 2013 or
until their successors have been duly elected and qualified. As
in the past, only one class of Trustees is being submitted to
shareholders of each Fund for election at the Meeting. The
Declaration of Trust of each Fund provides that the Board of
Trustees shall consist of Trustees divided into three classes,
which must be as nearly equal in number as possible. For each
Fund, the Trustees of only one class are elected at each annual
meeting, so that the regular term of only one class of Trustees
will expire annually and any particular Trustee stands for
election only once in each three-year period. This type of
classification may prevent replacement of a majority of Trustees
of a Fund for up to a two-year period. The foregoing is subject
to the provisions of the 1940 Act, applicable state law based on
the state of organization of each Fund, each Funds
Declaration of Trust and each Funds Bylaws.
Information
Regarding the Trustees
The business and affairs of the Funds are managed under the
direction of the Board of Trustees. The tables below list the
incumbent Trustees and nominees for Trustee, their principal
occupations, other directorships held by them and their
affiliations, if any, with the Adviser or its affiliates. The
term Fund Complex includes each of the
investment companies advised by the Adviser as of the Record
Date. Trustees of the Funds generally serve three year terms or
until their successors are duly elected and qualified. All
nominees have consented to being named in this Joint Proxy
Statement and have agreed to serve if elected. Except as
otherwise noted, the address of each Trustee is 11 Greenway
Plaza, Suite 2500, Houston, Texas
77046-1173.
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Interested
Trustees
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Number of
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Position Held
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Funds in Fund
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Other
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with Trust
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Complex
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Trusteeship(s)
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and Length of
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Principal
Occupation(s)
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Overseen by
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/Directorship(s)
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Name,
Age
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Time
Served
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During Past
5 Years
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Trustee
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Held by
Trustee
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Martin L.
Flanagan
(1)
(49)
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Trustee
Since 2010
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Executive Director, Chief Executive Officer and President, Invesco (a global investment management firm); Trustee, Invesco Funds; Vice Chairman, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business and Adviser to the board of directors, Invesco Advisers.
Formerly, Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco Aim Advisors, Inc. and a global investment management firm); Director, Invesco; Chairman, Investment Company Institute.
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214
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None
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Philip A.
Taylor
(2)
(55)
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Trustee
Since 2010
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Head of North American Retail and Senior Managing Director,
Invesco; Director, Chief Executive Officer and President, 1371
Preferred Inc. (holding company); Director, Chairman, Chief
Executive Officer and President, Invesco Management Group, Inc.
(financial services holding company); Director and President,
INVESCO Funds Group, Inc. (registered investment adviser and
registered transfer agent) and AIM GP Canada Inc. (general
partner for limited partnerships); Director and Chairman,
Invesco Investment Services, Inc. (registered transfer agent)
and IVZ Distributors, Inc. (registered broker dealer); Director,
Co-Chairman, Co-President & Co-Chief Executive, Invesco
Advisers (Formerly Invesco Institutional, (N.A.),
Inc. registered investment adviser), Director,
President and Chairman, INVESCO Inc. (holding company) and
Invesco Canada Holdings Inc. (holding company); Chief Executive
Officer, Invesco Trimark Corporate Class Inc. (corporate mutual
fund company) and Invesco Trimark Canada Fund Inc. (corporate
mutual fund company); Director and Chief Executive Officer,
Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco
Trimark Lteé; Trustee, President and Principal Executive
Officer, The Invesco Funds (other than AIM Treasurers
Series Trust (Invesco Treasurers Series Trust) and
Short-Term Investments Trust); Trustee and Executive Vice
President, The Invesco Funds (AIM Treasurers Series Trust
(Invesco Treasurers Series Trust) and Short-Term
Investments Trust only).
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214
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None
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4
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Interested
Trustees
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Number of
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Position Held
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Funds in Fund
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Other
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with Trust
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Complex
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Trusteeship(s)
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and Length of
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Principal
Occupation(s)
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Overseen by
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/Directorship(s)
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Name,
Age
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Time
Served
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During Past
5 Years
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Trustee
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Held by
Trustee
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Formerly: Director, Invesco Distributors, Inc. (registered
broker dealer); Manager, Invesco PowerShares Capital Management
LLC; Director, Chief Executive Officer and President, Invesco
Advisers, Inc.; Director, Chairman, Chief Executive Officer and
President, Invesco Aim Capital Management, Inc. (registered
investment adviser) and Invesco Aim Private Asset Management,
Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark
Ltd./Invesco Trimark Ltèe; Director and President, Invesco
Trimark Corporate Class Inc. and Invesco Trimark Canada Fund
Inc.; Senior Managing Director, Invesco Holding Company Limited;
Trustee and Executive Vice President, Tax-Free Investments
Trust; Director and Chairman, Fund Management Company (former
registered broker dealer); President and Principal Executive
Officer, The Invesco Funds (AIM Treasurers Series Trust
(Invesco Treasurers Series Trust), Short-Term Investments
Trust and Tax-Free Investments Trust only); President, AIM
Trimark Global Fund Inc. and Invesco Trimark Canada Fund Inc.
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Wayne W.
Whalen
(3)
(70)
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Trustee
Since 2010
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Of Counsel in the law firm of Skadden, Arps, Slate, Meagher
& Flom LLP (since January 2010); Prior to January 2010,
Partner at Skadden, Arps, Slate, Meagher & Flom LLP.
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232
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Director of the Abraham Lincoln Presidential Library Foundation.
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Independent
Trustees
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Number of
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Position Held
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Funds in Fund
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Other
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with Trust
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Complex
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Trusteeship(s)
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and Length of
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Principal
Occupation(s)
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Overseen by
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/Directorship(s)
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Name,
Age
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Time
Served
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During Past
5 Years
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Trustee
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Held by
Trustee
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David C. Arch
(64)
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Trustee
Since 2010
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Chairman and Chief Executive Officer of Blistex Inc., a consumer
health care products manufacturer.
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232
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Member of the Heartland Alliance Advisory Board, a nonprofit
organization serving human needs based in Chicago. Board member
of the Illinois Manufacturers Association. Member of the
Board of Visitors, Institute for the Humanities, University of
Michigan.
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Bob R. Baker
(73)
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Trustee
Since 2010
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Retired. Formerly: President and Chief Executive Officer, AMC
Cancer Research Center; and Chairman and Chief Executive
Officer, First Columbia Financial Corporation.
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214
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None
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Frank S. Bayley
(70)
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Trustee
Since 2010
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Retired.
Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie.
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214
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None
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James T. Bunch
(67)
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Trustee
Since 2010
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Founder, Green, Manning & Bunch Ltd. (investment banking firm).
Formerly: Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation.
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214
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Vice Chairman of the Board of Governors, Western Golf
Association/Evans Scholars Foundation and Director, Denver Film
Society.
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Bruce L. Crockett
(66)
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Chairman and Trustee
Since 2010
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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).
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214
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ACE Limited (insurance company); and Investment Company
Institute.
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Rod Dammeyer
(69)
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Trustee
Since 2010
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President of CAC, LLC, a private company offering capital
investment and management advisory services.
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232
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Director of Quidel Corporation and Stericycle, Inc. Prior to May
2008, Trustee of The Scripps Research Institute. Prior to
February 2008, Director of Ventana Medical Systems, Inc. Prior
to April 2007, Director of GATX Corporation. Prior to April
2004, Director of TheraSense, Inc. Prior to January 2004,
Director of TeleTech Holdings Inc. and Arris Group, Inc.
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Albert R. Dowden
(68)
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Trustee
Since 2010
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Director of a number of public and private business
corporations, including the Boss Group, Ltd. (private investment
and management); Reich & Tang Funds (5 portfolios)
(registered investment company); and Homeowners of America
Holding Corporation/Homeowners of America Insurance Company
(property casualty company).
|
|
|
214
|
|
|
Board of Natures Sunshine Products, Inc.
|
5
|
|
|
|
|
|
|
|
|
|
|
Independent
Trustees
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Position Held
|
|
|
|
Funds in Fund
|
|
|
Other
|
|
|
with Trust
|
|
|
|
Complex
|
|
|
Trusteeship(s)
|
|
|
and Length of
|
|
Principal
Occupation(s)
|
|
Overseen by
|
|
|
/Directorship(s)
|
Name,
Age
|
|
Time
Served
|
|
During Past
5 Years
|
|
Trustee
|
|
|
Held by
Trustee
|
|
|
|
|
|
Formerly: Director, Continental Energy Services, LLC (oil and
gas pipeline service); Director, CompuDyne Corporation (provider
of product and services to the public security market) and
Director, Annuity and Life Re (Holdings), Ltd. (reinsurance
company); Director, President and Chief Executive Officer, Volvo
Group North America, Inc.; Senior Vice President, AB Volvo;
Director of various public and private corporations; Chairman,
DHJ Media, Inc.; Director Magellan Insurance Company; and
Director, The Hertz Corporation, Genmar Corporation (boat
manufacturer), National Media Corporation; Advisory Board of
Rotary Power International (designer, manufacturer, and seller
of rotary power engines); and Chairman, Cortland Trust, Inc.
(registered investment company).
|
|
|
|
|
|
|
Jack M. Fields
(58)
|
|
Trustee
Since 2010
|
|
Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit).
Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company).
|
|
|
214
|
|
|
Administaff (human resources company)
|
Carl Frischling
(73)
|
|
Trustee
Since 2010
|
|
Partner, law firm of Kramer Levin Naftalis and Frankel LLP.
|
|
|
214
|
|
|
Trustee of Reich & Tang Funds (16 portfolios).
|
Prema Mathai-Davis
(59)
|
|
Trustee
Since 2010
|
|
Retired.
|
|
|
214
|
|
|
None
|
Lewis F. Pennock
(67)
|
|
Trustee
Since 2010
|
|
Partner, law firm of Pennock & Cooper.
|
|
|
214
|
|
|
None
|
Larry Soll
(68)
|
|
Trustee
Since 2010
|
|
Retired.
Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company).
|
|
|
214
|
|
|
None
|
Hugo F. Sonnenschein
(69)
|
|
Trustee
Since 2010
|
|
President Emeritus and Honorary Trustee of the University of
Chicago and the Adam Smith Distinguished Service Professor in
the Department of Economics at the University of Chicago. Prior
to July 2000, President of the University of Chicago.
|
|
|
232
|
|
|
Trustee of the University of Rochester and a member of its
investment committee. Member of the National Academy of
Sciences, the American Philosophical Society and a fellow of the
American Academy of Arts and Sciences.
|
Raymond Stickel, Jr.
(66)
|
|
Trustee
Since 2010
|
|
Retired. Formerly, Director, Mainstay VP Series Funds, Inc. (25
portfolios) and Partner, Deloitte & Touche.
|
|
|
214
|
|
|
None
|
|
|
|
(1)
|
|
Mr. Flanagan
is considered an interested person of the Funds because he is an
adviser to the board of directors of Invesco Advisers, and an
officer and a director of Invesco, the ultimate parent of
Invesco Advisers.
|
|
(2)
|
|
Mr. Taylor
is considered an interested person of the Funds because he is an
officer and a director of Invesco Advisers.
|
|
(3)
|
|
Mr. Whalen
is considered an interested person of the Funds because he is Of
Counsel at the law firm that serves as legal counsel to the
Invesco Van Kampen closed-end funds, for which Invesco Advisers
also serves as investment adviser.
|
Board
Leadership Structure
The Board will be composed of seventeen Trustees, including
fourteen Trustees who are not interested persons of
the Fund, as that term is defined in the 1940 Act (collectively,
the Independent Trustees and each an Independent Trustee). In
addition to eight regularly scheduled meetings per year, the
Board holds special meetings or informal conference calls to
discuss specific matters that may require action prior to the
next regular meeting. The Board met eleven times during the
twelve months ended May 31, 2010. As discussed below, the
Board has established committees to assist the Board in
performing its oversight responsibilities.
The Board has appointed an Independent Trustee to serve in the
role of Chairman. The Chairmans primary role is to
participate in the preparation of the agenda for meetings of the
Board and the identification of information to be presented to
the Board and matters to be acted upon by the Board. The
Chairman also presides at all meetings of the Board and acts as
a liaison with service providers, officers, attorneys, and other
Trustees generally between meetings. The Chairman may perform
such other functions as may be requested by the Board from time
to time. Except for any duties specified herein or pursuant to a
Funds charter documents, the designation of Chairman does
not impose on such Independent Trustee any duties, obligations
or liability that is greater than the duties, obligations or
liability imposed on such person as a member of the Board,
generally.
6
Board
Qualifications and Experience
Interested
Trustees.
Martin L. Flanagan, Trustee.
Martin Flanagan
has been a member of the Board of Trustees of the Invesco Group
of Funds since 2007. Mr. Flanagan is president and chief
executive officer of Invesco, Ltd., a position he has held since
August 2005. He is also a member of the Board of Directors of
Invesco, Ltd. Mr. Flanagan joined Invesco, Ltd. from
Franklin Resources, Inc., where he was president and co-chief
executive officer from January 2004 to July 2005. Previously he
had been Franklins co-president from May 2003 to January
2004, chief operating officer and chief financial officer from
November 1999 to May 2003, and senior vice president and chief
financial officer from 1993 until November 1999.
Mr. Flanagan served as director, executive vice president
and chief operating officer of Templeton, Galbraith &
Hansberger, Ltd. before its acquisition by Franklin in 1992.
Before joining Templeton in 1983, he worked with Arthur
Anderson & Co. Mr. Flanagan is a chartered
financial analyst and a certified public accountant. He serves
as vice chairman of the Investment Company Institute and is a
member of the executive board at the SMU Cox School of Business.
The Board believes that Mr. Flanagans long experience
as an executive in the investment management area benefits the
Funds.
Philip A. Taylor, Trustee.
Philip Taylor has
been a member of the Board of the Invesco Funds since 2006.
Mr. Taylor has been the head of Invescos North
American retail business as Senior Managing Director since April
2006. He previously served as chief executive officer of Invesco
Trimark Investments since January 2002. Mr. Taylor joined
Invesco in 1999 as senior vice president of operations and
client services and later became executive vice president and
chief operating officer. Mr. Taylor was president of
Canadian retail broker, Investors Group Securities, from 1994 to
1997 and managing partner of Meridian Securities, an execution
and clearing broker, from 1989 to 1994. He held various
management positions with Royal Trust, now part of Royal Bank of
Canada, from 1982 to 1989. He began his career in consumer brand
management in the U.S. and Canada with Richardson-Vicks,
now part of Procter & Gamble.
The Board believes that Mr. Taylors long experience
in the investment management business benefits the Funds.
Wayne W. Whalen, Trustee.
Mr. Whalen has
been a member of the Board of Trustees since 2010.
Mr. Whalen is Of Counsel, and prior to 2010 was a partner,
in the law firm of Skadden, Arps, Slate, Meagher &
Flom LLP. Mr. Whalen is a Director of the Abraham Lincoln
Presidential Library Foundation. From 1995 to 2010,
Mr. Whalen served as Director and Trustee of investment
companies in the Van Kampen Funds complex.
The Board believes that Mr. Whalens experience as a
law firm partner and his experience as a director of investment
companies benefits the Funds.
Independent
Trustees.
David C. Arch, Trustee.
Mr. Arch has been
a member of the Board of Trustees since 2010. Currently,
Mr. Arch is the Chairman and Chief Executive Officer of
Blistex, Inc., a consumer health care products manufacturer.
Mr. Arch is a member of the Heartland Alliance Advisory
Board, a nonprofit organization serving human needs based in
Chicago and member of the Board of the Illinois
Manufacturers Association. Mr. Arch is also a member
of the Board of Visitors, Institute for the Humanities,
University of Michigan. From 1984 to 2010, Mr. Arch served
as Director or Trustee of investment companies in the Van Kampen
Funds complex.
The Board believes that Mr. Archs experience as the
CEO of a public company and his experience with investment
companies benefits the Funds.
Bob R. Baker, Trustee.
Bob R. Baker has been a
member of the Board of Trustees of the Invesco Funds and
predecessors funds since 1982. Mr. Baker currently is
Manager, USA Signs International LLC and China Consulting
Connection LLC. Previously, Mr. Baker was president and
chief executive officer of AMC Cancer Research Center in Denver,
Colorado. He previously served as Chief Executive Officer and
Chairman, First Columbia Financial Corporation and its operating
subsidiaries, based in Englewood, Colorado.
The Board believes that Mr. Bakers experience as the
CEO of a financial institution and familiarity with the
financial services industry benefits the Funds.
Frank S. Bayley, Trustee.
Frank S. Bayley has
been a member of the Board of Trustees of the Invesco Funds and
predecessor funds since 1985. Mr. Bayley is a business
consultant in San Francisco. He is Chairman and a Director
of the C. D. Stimson Company, a private investment company in
Seattle. Mr. Bayley serves as a Trustee of the Seattle Art
Museum, a Trustee of San Francisco Performances, and a
Trustee and Overseer of The Curtis Institute of Music in
Philadelphia. He also serves on the East Asian Art Committee of
the Philadelphia Museum of Art and the Visiting Committee for
Art of Asia, Oceana and Africa of the Museum of Fine Arts,
Boston. Mr. Bayley is a retired partner of the
international law firm of Baker & McKenzie LLP, where
his practice focused on business acquisitions and venture
capital transactions. Prior to joining Baker &
McKenzie LLP in 1986, he was a partner of the San Francisco
law firm of Chickering & Gregory. He received his A.B.
from Harvard College in 1961, his LL.B. from Harvard Law School
in 1964, and his LL.M. from Boalt Hall at the University of
California, Berkeley, in 1965. Mr. Bayley served as a
Trustee of the Badgley Funds from inception in 1998 until
dissolution in 2007.
7
The Board believes that Mr. Bayleys experience as a
business consultant and a lawyer benefits the Funds.
James T. Bunch, Trustee.
James T. Bunch has
been a member of the Board of Trustees of the Invesco Funds and
predecessor funds since 2000. Mr. Bunch is Founding Partner
of Green Manning & Bunch, Ltd. a leading investment
banking firm located in Denver, Colorado. Green
Manning & Bunch is a FINRA-registered investment bank
specializing in mergers and acquisitions, private financing of
middle-market companies and corporate finance advisory services.
Mr. Bunch and his partners formed Green Manning &
Bunch in 1988. Immediately prior to forming Green Manning and
Bunch, Mr. Bunch was Executive Vice President, General
Counsel, and a Director of Boettcher & Company, then
the leading investment banking firm in the Rocky Mountain
region. Mr. Bunch began his professional career as a
practicing attorney. He joined the prominent Denver-based law
firm of Davis Graham & Stubbs in 1970 and later rose
to the position of Chairman and Managing Partner of the firm. At
various other times during his career, Mr. Bunch has served
as Chair of the NASD Business District Conduct Committee, and
Chair of the Colorado Bar Association Ethics Committee.
The Board believes that Mr. Bunchs experience as an
investment banker and investment management lawyer benefits the
Funds.
Bruce K. Crockett, Trustee and Chair.
Bruce L.
Crockett has been a member of the Board of Trustees of the
Invesco Funds since 1978, and has served as Independent Chair of
the Board of Trustees since 2004. Mr. Crockett has more
than 30 years of experience in finance and general
management in the banking, aerospace and telecommunications
industries. From 1992 to 1996, he served as president, chief
executive officer and a director of COMSAT Corporation, an
international satellite and wireless telecommunications company.
Mr. Crockett has also served, since 1996, as chairman of
Crockett Technologies Associates, a strategic consulting firm
that provides services to the information technology and
communications industries. Mr. Crockett also serves on the
Board of Directors of ACE Limited, a Zurich-based insurance
company. He is a life trustee of the University of Rochester
Board of Directors.
The Board elected Mr. Crockett to serve as its Independent
Chair because of his extensive experience in managing public
companies and familiarity with investment companies.
Rod Dammeyer, Trustee.
Mr. Dammeyer has
been a member of the Board of Trustees since 2010. Since 2001,
Mr. Dammeyer has been President of CAC, LLC, a private
company offering capital investment and management advisory
services. Previously, Mr. Dammeyer served as Managing
Partner at Equity Group Corporate Investments; Chief Executive
Officer of Itel Corporation; Senior Vice President and Chief
Financial Officer of Household International, Inc.; and
Executive Vice President and Chief Financial Officer of
Northwest Industries, Inc. Mr. Dammeyer was a Partner of
Arthur Andersen & Co., an international accounting
firm. Mr. Dammeyer currently serves as a Director of Quidel
Corporation and Stericycle, Inc. Previously, Mr. Dammeyer
has served as a Trustee of The Scripps Research Institute; and a
Director of Ventana Medical Systems, Inc.; GATX Corporation;
TheraSense, Inc.; TeleTech Holdings Inc.; and Arris Group, Inc.
From 1987 to 2010, Mr. Dammeyer served as Director or
Trustee of investment companies in the Van Kampen Funds complex.
The Board believes that Mr. Dammeyers experience in
executive positions at a number of public companies, his
accounting experience and his experience serving as a director
of investment companies benefits the Funds.
Albert R. Dowden, Trustee.
Albert R. Dowden
has been a member of the Board of Trustees of the Invesco Funds
since 2000. Mr. Dowden retired at the end of 1998 after a
24-year career with Volvo Group North America, Inc. and Volvo
Cars of North America, Inc. Mr. Dowden joined Volvo as
general counsel in 1974 and was promoted to increasingly senior
positions until 1991 when he was appointed president, chief
executive officer and director of Volvo Group North America and
senior vice president of Swedish parent company AB Volvo. Since
retiring, Mr. Dowden continues to serve on the board of the
Reich & Tang Funds and also serves on the boards of
Homeowners of America Insurance Company and its parent company,
as well as Natures Sunshine Products, Inc. and The Boss
Group. Mr. Dowdens charitable endeavors currently
focus on Boys & Girls Clubs where he has been active
for many years, as well as several other not-for-profit
organizations. Mr. Dowden began his career as an attorney
with a major international law firm, Rogers & Wells
(1967-1976),
which is now Clifford Chance.
The Board believes that Mr. Dowdens extensive
experience as a corporate executive benefits the Funds.
Jack M. Fields, Trustee.
Jack M. Fields has
been a member of the Board of Trustees of the Invesco Funds
since 1997. Mr. Fields served as a member of Congress,
representing the 8th Congressional District of Texas from
1980 to 1997. As a member of Congress, Mr. Fields served as
Chairman of the House Telecommunications and Finance
Subcommittee, which has jurisdiction and oversight of the
Federal Communications Commission and the Securities and
Exchange Commission. Mr. Fields co-sponsored the National
Securities Markets Improvements Act of 1996, and played a
leadership role in enactment of the Securities Litigation Reform
Act. Mr. Fields currently serves as Chief Executive Officer
of the Twenty-First Century Group in Washington, D.C., a
bipartisan Washington consulting firm specializing in Federal
government affairs. Mr. Fields also serves as a Director of
Administaff (NYSE: ASF), a premier professional employer
organization with clients nationwide. In addition, Jack sits on
the Board of the Discovery Channel Global Education Fund, a
nonprofit organization dedicated to providing educational
resources to people in need around the world through the use of
technology.
The Board believes that Mr. Fields experience in the
House of Representatives, especially concerning regulation of
the securities markets, benefits the Funds.
8
Carl Frischling, Trustee.
Carl Frischling has
been a member of the Board of Trustees of the Invesco Funds
since 1977. Mr. Frischling is senior partner of the
Financial Services Group of Kramer Levin, a law firm that
represents the Funds independent Trustees. He is a pioneer
in the field of bank-related mutual funds and has counseled
clients in developing and structuring comprehensive mutual fund
complexes. Mr. Frischling also advises mutual funds and
their independent directors/trustees on their fiduciary
obligations under federal securities laws. Prior to his
practicing law, he was chief administrative officer and general
counsel of a large mutual fund complex that included a retail
and institutional sales force, investment counseling and an
internal transfer agent. During his ten years with the
organization, he developed business expertise in a number of
areas within the financial services complex. He served on the
Investment Company Institute Board and was involved in ongoing
matters with all of the regulatory areas overseeing this
industry. Mr. Frischling is a board member of the Mutual
Fund Directors Forum. He also serves as a trustee of
the Reich & Tang Funds, a registered investment
company. Mr. Frischling serves as a Trustee of the
Yorkville Youth Athletic Association and is a member of the
Advisory Board of Columbia University Medical Center.
The Board believes that Mr. Frischlings experience as
an investment management lawyer, and his long involvement with
investment companies benefits the Funds.
Dr. Prema Mathai-Davis, Trustee.
Prema
Mathai-Davis has been a member of the Board of Trustee of the
Invesco Group of Funds since 1998. Prior to her retirement in
2000, Dr. Mathai-Davis served as Chief Executive Officer of
the YWCA of the USA. Prior to joining the YWCA,
Dr. Mathai-Davis served as the Commissioner of the New York
City Department for the Aging. She was a Commissioner of the New
York Metropolitan Transportation Authority of New York, the
largest regional transportation network in the
U.S. Dr. Mathai-Davis also serves as a Trustee of the
YWCA Retirement Fund, the first and oldest pension fund for
women, and on the advisory board of the Johns Hopkins Bioethcs
Institute. Dr. Mathai-Davis was the president and chief
executive officer of the Community Agency for Senior Citizens, a
non-profit social service agency that she established in 1981.
She also directed the Mt. Sinai School of Medicine-Hunter
College Long-Term Care Gerontology Center, one of the first of
its kind.
The Board believes that Dr. Mathai-Davis extensive
experience in running public and charitable institutions
benefits the Funds.
Lewis Pennock, Trustee.
Lewis Pennock has been
a member of the Board of Trustees of the Invesco Funds since
1981. Mr. Pennock has been practicing law in Houston, Texas
since 1967. His practice focuses primarily on commercial lending
transactions.
The Board believes that Mr. Pennocks long association
as a Trustee of the Funds and his extensive legal experience
benefit the Funds.
Dr. Larry Soll, Trustee.
Dr. Larry
Soll has been a member of the Board of Trustees of the Invesco
Group of Funds and its predecessor since 1997. Formerly,
Dr. Soll was chairman of the board (1987 to 1994), chief
executive officer (1982 to 1989; 1993 to 1994), and president
(1982 to 1989) of Synergen Corp., a biotechnology company,
in Boulder, Colorado. He was also a faculty member at the
University of Colorado (1974-1980).
The Board believes that Dr. Solls experience as a
chairman of a public company and in academia benefits the Fund.
Hugo F. Sonnenschein,
Trustee.
Mr. Sonnenschein has been a member
of the Board of Trustees since 2010. Mr. Sonnenschein is
the President Emeritus and Honorary Trustee of the University of
Chicago and the Adam Smith Distinguished Service Professor in
the Department of Economics at the University of Chicago. Until
July 2000, Mr. Sonnenschein served as President of the
University of Chicago. Mr. Sonnenschein is a Trustee of the
University of Rochester and a member of its investment
committee. He is also a member of the National Academy of
Sciences and the American Philosophical Society, and a Fellow of
the American Academy of Arts and Sciences. From 1994 to 2010,
Mr. Sonnenschein served as Director or Trustee of
investment companies in the Van Kampen Funds complex.
The Board believes that Mr. Sonnenscheins experiences
in academia and in running a university, and his experience as a
director of investment companies benefits the Funds.
Raymond Stickel, Jr., Trustee.
Raymond
Stickel retired after a
35-year
career with Deloitte & Touche. For the last five years
of his career, he was the managing partner of the Investment
Management practice for the New York, New Jersey and Connecticut
region. In addition to his management role, he directed audit
and tax services to several mutual fund clients.
Mr. Stickel began his career with Touche Ross &
Co. in Dayton, Ohio, became a partner in 1976 and managing
partner of the office in 1985. He also started and developed an
investment management practice in the Dayton office that grew to
become a significant source of investment management talent for
the firm. In Ohio, he served as the audit partner on numerous
mutual funds and on public and privately held companies in other
industries. Mr. Stickel has also served on the firms
Accounting and Auditing Executive Committee.
The Board believes that Mr. Stickels experience as a
partner in a large accounting firm working with investment
managers and investment companies, and his status as an Audit
Committee Financial Expert, benefits the Funds.
9
Board
Role in Risk Oversight
The Board considers risk management issues as part of its
general oversight responsibilities throughout the year at
regular meetings of the Investments, Audit, Compliance and
Valuation, Distribution and Proxy Oversight Committees (as
defined and further described below). These Committees in turn
report to the full Board and recommend actions and approvals for
the full Board to take.
Invesco prepares regular reports that address certain
investment, valuation and compliance matters, and the Board as a
whole or the Committees may also receive special written reports
or presentations on a variety of risk issues at the request of
the Board, a Committee or the Senior Officer. In addition, the
Audit Committee of the Board meets regularly with Invesco
Ltd.s internal audit group to review reports on their
examinations of functions and processes within the Adviser that
affect the Funds.
The Investments Committee and its sub-committees receive regular
written reports describing and analyzing the investment
performance of the Funds. In addition, the portfolio managers of
the Funds meet regularly with the sub-committees of the
Investment Committee to discuss portfolio performance, including
investment risk, such as the impact on the Funds of the
investment in particular securities or instruments, such as
derivatives. To the extent that a Fund changes a particular
investment strategy that could have a material impact on the
Funds risk profile, the Board generally is consulted in
advance with respect to such change.
The Adviser provides regular written reports to the Valuation,
Distribution and Proxy Oversight Committee that enable the
Committee to monitor the number of fair valued securities in a
particular portfolio, the reasons for the fair valuation and the
methodology used to arrive at the fair value. Such reports also
include information concerning illiquid securities within a
Funds portfolio. In addition, the Audit Committee reviews
valuation procedures and pricing results with the Funds
independent auditors in connection with such Committees
review of the results of the audit of the Funds year end
financial statement.
The Compliance Committee receives regular compliance reports
prepared by the Advisers compliance group and meets
regularly with the Funds Chief Compliance Officer (CCO) to
discuss compliance issues, including compliance risks. As
required under SEC rules, the Independent Trustees meet at least
quarterly in executive session with the CCO, and the Funds
CCO prepares and presents an annual written compliance report to
the Board. The Compliance Committee recommends and the Board
adopts compliance policies and procedures for the Fund and
approves such procedures for the Funds service providers.
The compliance policies and procedures are specifically designed
to detect and prevent and correct violations of the federal
securities laws.
Remuneration
of Trustees
Each Trustee who is not an employee or officer of the Adviser is
compensated for his or her services according to a fee schedule
that recognizes the fact that such Trustee also serves as a
Trustee of other Invesco Funds. Each such Trustee receives a
fee, allocated among the Invesco Funds for which he or she
serves as a Trustee, that consists of an annual retainer
component and a meeting fee component. The Chair of the Board
and Chairs and Vice Chairs of certain committees receive
additional compensation for their services.
The Trustees have adopted a retirement plan for the Trustees who
are not employees of the Adviser, which is secured by the Funds.
The Trustees also have adopted a retirement policy that permits
each non-Invesco-affiliated Trustee to serve until December 31
of the year in which the Trustee turns 75. A majority of the
Trustees may extend from time to time the retirement date of a
Trustee.
Annual retirement benefits are available from the Funds
and/or
the
other Invesco Funds for which a Trustee serves (each, a
Covered Fund), for each Trustee who is not an
employee or officer of the Adviser, who became a Trustee prior
to December 1, 2008, and who has at least five years of
credited service as a Trustee (including service to a
predecessor fund) of a Covered Fund. Effective January 1,
2006, for retirements after December 31, 2005, the
retirement benefits will equal 75% of the Trustees annual
retainer paid to or accrued by any Covered Fund with respect to
such Trustee during the twelve-month period prior to retirement,
including the amount of any retainer deferred under a separate
deferred compensation agreement between the Covered Fund and the
Trustee. The amount of the annual retirement benefit does not
include additional compensation paid for Board meeting fees or
compensation paid to the Chair of the Board and the Chairs and
Vice Chairs of certain Board committees, whether such amounts
are paid directly to the Trustee or deferred. The annual
retirement benefit is payable in quarterly installments for a
number of years equal to the lesser of (i) sixteen years or
(ii) the number of such Trustees credited years of
service. If a Trustee dies prior to receiving the full amount of
retirement benefits, the remaining payments will be made to the
deceased Trustees designated beneficiary for the same
length of time that the Trustee would have received the payments
based on his or her service or, if the Trustee has elected, in a
discounted lump sum payment. A Trustee must have attained the
age of 65 (60 in the event of death or disability) to receive
any retirement benefit. A Trustee may make an irrevocable
election to commence payment of retirement benefits upon
retirement from the Board before age 72; in such a case,
the annual retirement benefit is subject to a reduction for
early payment.
Deferred Compensation Agreements.
Edward K.
Dunn (a former Trustee of funds in the Invesco fund complex),
Messrs. Crockett, Fields and Frischling, and
Drs. Mathai-Davis and Soll (for purposes of this paragraph
only, the Deferring Trustees) have each executed a
Deferred Compensation Agreement (collectively, the
Compensation Agreements). Pursuant to the
Compensation Agreements, the Deferring Trustees have the option
to elect to defer receipt of up to 100% of their compensation
payable by the Funds, and such amounts are placed into a
deferral account and deemed to be invested in one or more
Invesco Funds selected by the Deferring Trustees.
10
Distributions from the Deferring Trustees deferral
accounts will be paid in cash, generally in equal quarterly
installments over a period of up to ten (10) years
(depending on the Compensation Agreement) beginning on the date
selected under the Compensation Agreement. If a Deferring
Trustee dies prior to the distribution of amounts in his or her
deferral account, the balance of the deferral account will be
distributed to his or her designated beneficiary. The
Compensation Agreements are not funded and, with respect to the
payments of amounts held in the deferral accounts, the Deferring
Trustees have the status of unsecured creditors of the Funds and
of each other Invesco Fund from which they are deferring
compensation.
Information on the compensation of the Trustees is included in
Annex B.
Board
Committees and Meetings
The standing committees of the Board are the Audit Committee, a
Compliance Committee, a Governance Committee, an Investments
Committee and a subcommittee thereof, and a Valuation,
Distribution and Proxy Voting Oversight Committee (the
Committees).
The members of the Audit Committee are Raymond
Stickel, Jr., Chair, Rod Dammeyer, Vice Chair, David C.
Arch, Frank S. Bayley, James T. Bunch, Bruce L. Crockett, and
Larry Soll. The Audit Committees primary purposes are to:
(i) oversee qualifications, independence and performance of
the independent registered public accountants; (ii) appoint
independent registered public accountants for the Funds;
(iii) pre-approve all permissible audit and non-audit
services that are provided to Funds by their independent
registered public accountants to the extent required by
Section 10A(h) and (i) of the Exchange Act;
(iv) pre-approve, in accordance with
Rule 2-01(c)(7)(ii)
of
Regulation S-X,
certain non-audit services provided by the Funds
independent registered public accountants to the Adviser and
certain affiliates of the Adviser; (v) review the audit and
tax plans prepared by the independent registered public
accountants; (vi) review the Funds audited financial
statements; (vii) review the process that management uses
to evaluate and certify disclosure controls and procedures in
Form N-CSR;
(viii) review the process for preparation and review of the
Funds shareholder reports; (ix) review certain tax
procedures maintained by the Funds; (x) review modified or
omitted officer certifications and disclosures; (xi) review
any internal audits of the Funds; (xii) establish
procedures regarding questionable accounting or auditing matters
and other alleged violations; (xiii) set hiring policies
for employees and proposed employees of the Funds who are
employees or former employees of the independent registered
public accountants; and (xiv) remain informed of
(a) the Funds accounting systems and controls,
(b) regulatory changes and new accounting pronouncements
that affect the Funds net asset value calculations and
financial statement reporting requirements, and
(c) communications with regulators regarding accounting and
financial reporting matters that pertain to the Funds. The Audit
Committee held four meetings during the twelve months ended
May 31, 2010.
The members of the Compliance Committee are Larry Soll, Chair,
Lewis F. Pennock, Vice Chair, Frank S. Bayley, James T. Bunch,
Rod Dammeyer, and Raymond Stickel, Jr.. The Compliance Committee
is responsible for: (i) recommending to the Board and
the independent Trustees the appointment, compensation and
removal of the Funds Chief Compliance Officer;
(ii) reviewing any report prepared by a third party who is
not an interested person of the Adviser, upon the conclusion by
such third party of a compliance review of the Adviser;
(iii) reviewing all reports on compliance matters from the
Funds Chief Compliance Officer, (iv) reviewing all
recommendations made by the Senior Officer regarding the
Advisers compliance procedures,(v) reviewing all
reports from the Senior Officer of any violations of state and
federal securities laws, the Colorado Consumer Protection Act,
or breaches of the Advisers fiduciary duties to Fund
shareholders and of the Advisers Code of Ethics;
(vi) overseeing all of the compliance policies and
procedures of the Funds and their service providers adopted
pursuant to
Rule 38a-1
of the 1940 Act; (vii) from time to time, reviewing certain
matters related to redemption fee waivers and recommending to
the Board whether or not to approve such matters;
(viii) receiving and reviewing quarterly reports on the
activities of the Advisers Internal Compliance Controls
Committee; (ix) reviewing all reports made by the
Advisers Chief Compliance Officer; (x) reviewing
and recommending to the independent Trustees whether to approve
procedures to investigate matters brought to the attention of
the Advisers ombudsman; (xi) risk management
oversight with respect to the Funds and, in connection
therewith, receiving and overseeing risk management reports from
Invesco Ltd. that are applicable to the Funds or their service
providers; and (xii) overseeing potential conflicts of
interest that are reported to the Compliance Committee by the
Adviser, the Chief Compliance Officer, the Senior Officer and/or
the Compliance Consultant. The Compliance Committee held four
meetings during the twelve months ended May 31, 2010.
The members of the Governance Committee are Albert R. Dowden,
Chair, Jack M. Fields, Vice Chair, David C. Arch, Bob R. Baker,
Bruce L. Crockett, Carl Frischling, Prema Mathai-Davis, and Hugo
F. Sonnenschein. The Governance Committee is responsible for:
(i) nominating persons who will qualify as independent
Trustees for (a) election as Trustees in connection with
meetings of shareholders of the Funds that are called to vote on
the election of Trustees, (b) appointment by the Board as
Trustees in connection with filling vacancies that arise in
between meetings of shareholders; (ii) reviewing the size
of the Board, and recommending to the Board whether the size of
the Board shall be increased or decreased; (iii) nominating
the Chair of the Board; (iv) monitoring the composition of
the Board and each committee of the Board, and monitoring the
qualifications of all Trustees; (v) recommending persons to
serve as members of each committee of the Board (other than the
Compliance Committee), as well as persons who shall serve as the
chair and vice chair of each such committee; (vi) reviewing
and recommending the amount of compensation payable to the
independent Trustees; (vii) overseeing the selection of
independent legal counsel to the independent Trustees;
(viii) reviewing and approving the compensation
11
paid to independent legal counsel to the independent Trustees;
(ix) reviewing and approving the compensation paid to
counsel and other advisers, if any, to the Committees of the
Board; and (x) reviewing as they deem appropriate
administrative
and/or
logistical matters pertaining to the operations of the Board.
The Governance Committees charter is available at
www.invesco.com.
The Governance Committee will consider nominees recommended by a
shareholder to serve as Trustee, provided that such person is a
shareholder of record at the time he or she submits such names
and is entitled to vote at the meeting of shareholders at which
Trustees will be elected. The Governance Committee or the Board,
as applicable, shall make the final determination of persons to
be nominated. The Governance Committee requires no specific
minimum qualifications for nominees, but rather considers a
number of factors in their evaluation of potential nominees,
including the persons specific experience, education,
qualifications and other skills in light of the Funds
business and structure, diversity, integrity, and such other
factors as the Governance Committee may consider relevant.
Notice procedures set forth in the Trusts bylaws require
that any shareholder of a Fund desiring to nominate a Trustee
for election at a shareholder meeting must submit to the
Trusts Secretary the nomination in writing not later than
the close of business on the later of the 60th day prior to
such shareholder meeting or the tenth day following the day on
which public announcement is made of the shareholder meeting and
not earlier than the close of business on the 90th day
prior to the shareholder meeting. The Governance Committee held
four meetings during the twelve months ended May 31, 2010.
The members of the Investments Committee are Frank S. Bayley,
Chair, David C. Arch, Bob R. Baker, James T. Bunch, Bruce L.
Crockett, Rod Dammeyer, Albert R. Dowden, Jack M. Fields, Martin
L. Flanagan, Carl Frischling, Prema Mathai-Davis, Lewis F.
Pennock, Larry Soll, Hugo F. Sonnenschein, Raymond
Stickel, Jr., Philip A. Taylor, and Wayne W. Whalen. The
Investments Committees primary purposes are to:
(i) assist the Board in its oversight of the investment
management services provided by the Adviser and the
Sub-Advisers; and (ii) review all proposed and existing
advisory and sub-advisory arrangements for the Funds, and to
recommend what action the full Boards and the independent
Trustees take regarding the approval of all such proposed
arrangements and the continuance of all such existing
arrangements.
The Investments Committee has established three Sub-Committees.
The Sub-Committees are responsible for: (i) reviewing the
performance, fees and expenses of the Funds that have been
assigned to a particular Sub-Committee (for each Sub-Committee,
the Designated Funds), unless the Investments
Committee takes such action directly; (ii) reviewing with
the applicable portfolio managers from time to time the
investment objective(s), policies, strategies and limitations of
the Designated Funds; (iii) evaluating the investment
advisory, sub-advisory and distribution arrangements in effect
or proposed for the Designated Funds, unless the Investments
Committee takes such action directly; (iv) being familiar
with the registration statements and periodic shareholder
reports applicable to their Designated Funds; and (v) such
other investment-related matters as the Investments Committee
may delegate to the Sub-Committee from time to time. The members
of the applicable Sub-Committee for the Funds are Bob R. Baker,
Chair, Lewis F. Pennock, Larry Soll, Hugo F. Sonnenschein and
Raymond Stickel, Jr. The Investments Committee and the
applicable Sub-Committee for the Funds each held five meetings
during the twelve months ended May 31, 2010.
The members of the Valuation, Distribution and Proxy Oversight
Committee are Carl Frischling, Chair, Hugo F. Sonnenschein, Vice
Chair, Bob R. Baker, Albert R. Dowden, Jack M. Fields, Prema
Mathai-Davis, Lewis F. Pennock, and Wayne W. Whalen. The primary
purposes of the Valuation, Distribution and Proxy Oversight
Committee are: (a) to address issues requiring action or
oversight by the Board of the Funds (i) in the valuation of
the Funds portfolio securities consistent with the Pricing
Procedures, (ii) in oversight of the creation and
maintenance by the principal underwriters of the Funds of an
effective distribution and marketing system to build and
maintain an adequate asset base and to create and maintain
economies of scale for the Funds, (iii) in the review of
existing distribution arrangements for the Funds under
Rule 12b-1
and Section 15 of the 1940 Act, and (iv) in the
oversight of proxy voting on portfolio securities of the Funds;
and (b) to make regular reports to the full Boards of the
Funds.
The Valuation, Distribution and Proxy Oversight Committee is
responsible for: (a) with regard to valuation,
(i) developing an understanding of the valuation process
and the Pricing Procedures, (ii) reviewing the Pricing
Procedures and making recommendations to the full Board with
respect thereto, (iii) reviewing the reports described in
the Pricing Procedures and other information from the Adviser
regarding fair value determinations made pursuant to the Pricing
Procedures by the Advisers internal valuation committee
and making reports and recommendations to the full Board with
respect thereto, (iv) receiving the reports of the
Advisers internal valuation committee requesting approval
of any changes to pricing vendors or pricing methodologies as
required by the Pricing Procedures and the annual report of the
Adviser evaluating the pricing vendors, approving changes to
pricing vendors and pricing methodologies as provided in the
Pricing Procedures, and recommending annually the pricing
vendors for approval by the full Board; (v) upon request of
the Adviser, assisting the Advisers internal valuation
committee or the full Board in resolving particular fair
valuation issues; (vi) reviewing the reports described in
the Procedures for Determining the Liquidity of Securities (the
Liquidity Procedures) and other information from the
Adviser regarding liquidity determinations made pursuant to the
Liquidity Procedures by the Adviser and making reports and
recommendations to the full Board with respect thereto, and
(vii) overseeing actual or potential conflicts of interest
by investment personnel or others that could affect their input
or recommendations regarding pricing or liquidity issues;
(b) with regard to distribution and marketing,
(i) developing an understanding of mutual fund distribution
and marketing channels and legal, regulatory and market
developments regarding distribution, (ii) reviewing
periodic distribution and marketing determinations and annual
approval of distribution arrangements and making reports and
recommendations to the full Board with respect thereto, and
(iii) reviewing other
12
information from the principal underwriters to the Funds
regarding distribution and marketing of the Funds and making
recommendations to the full Board with respect thereto; and
(c) with regard to proxy voting, (i) overseeing the
implementation of the Proxy Voting Guidelines and the Proxy
Policies and Procedures by the Adviser and the Sub-Advisers,
reviewing the Quarterly Proxy Voting Report and making
recommendations to the full Board with respect thereto,
(ii) reviewing the Proxy Voting Guidelines and the Proxy
Policies and Procedures and information provided by the Adviser
and the Sub-Advisers regarding industry developments and best
practices in connection with proxy voting and making
recommendations to the full Board with respect thereto, and
(iii) in implementing its responsibilities in this area,
assisting the Adviser in resolving particular proxy voting
issues. The Valuation, Distribution and Proxy Oversight
Committee is newly formed and held no meetings during the twelve
months ended May 31, 2010.
Trustees are encouraged to attend shareholder meetings, but the
Board has no set policy requiring Board member attendance at
meetings. Each Trustee nominee was recently elected and
therefore has not attended Board and Board Committee meetings
during the Funds last fiscal year.
Shareholder
Communications
Shareholders may send communications to each Funds Board
of Trustees. Shareholders should send communications intended
for the Board or for a Trustee by addressing the communication
directly to the Board or individual Trustee
and/or
otherwise clearly indicating that the communication is for the
Board or individual Trustee and by sending the communication to
either the office of the Secretary of the applicable Fund or
directly to such Trustee at the address specified for such
Trustee above. Other shareholder communications received by any
Fund not directly addressed and sent to the Board will be
reviewed and generally responded to by management, and will be
forwarded to the Board only at managements discretion
based on the matters contained therein.
The Board of Trustees recommends a vote FOR ALL
of the nominees
.
OTHER
INFORMATION
Executive
Officers of the Funds
The following information relates to the executive officers of
the Funds. Each officer also serves in the same capacity for all
or a number of the other investment companies advised by the
Adviser or affiliates of the Adviser. The officers of the Funds
are appointed annually by the Trustees and serve for one year or
until their respective successors are chosen and qualified. The
Funds officers receive no compensation from the Funds but
may also be officers or employees of the Adviser or of
affiliates of the Adviser and may receive compensation in such
capacities. The address of each officer is 11 Greenway
Plaza, Suite 2500, Houston, Texas
77046-1173.
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Term of
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Office and
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Length of
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Time
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Name and
Age
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Position(s) Held
with Funds
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Served
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Principal
Occupation(s) During Past 5 Years
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Russell C. Burk
(51)
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Senior Vice President and Senior Officer
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Since 2005
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Senior Vice President and Senior Officer, Invesco Funds
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John M. Zerr
(48)
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Senior Vice President, Chief Legal Officer and Secretary
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Since 2006
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Director, Senior Vice President, Secretary and General Counsel,
Invesco Management Group, Inc. (formerly known as Invesco Aim
Management Group, Inc.), Senior Vice President, Invesco
Advisers, Inc. formerly known as Invesco Institutional (N.A.),
Inc.) (registered investment adviser); Senior Vice President and
Secretary, Invesco Distributors, Inc. (formerly known as Invesco
Aim Distributors, Inc.); Director, Vice President and Secretary,
Invesco Investment Services, Inc. (formerly known as Invesco Aim
Investment Services, Inc.) and IVZ Distributors, Inc. (formerly
known as INVESCO Distributors, Inc.); Director and Vice
President, INVESCO Funds Group, Inc.; Senior Vice President,
Chief Legal Officer and Secretary, The Invesco Funds; and
Manager, Invesco PowerShares Capital Management LLC.
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Formerly: Director, Invesco Distributors, Inc. (formerly known
as Invesco Aim Distributors, Inc.); Director, Senior Vice
President, General Counsel and Secretary, Invesco Advisers,
Inc.; Director, Vice President and Secretary, Fund Management
Company; Director, Senior Vice President, Secretary, General
Counsel and Vice President, Invesco Aim Capital Management,
Inc.; Chief Operating Officer and General Counsel, Liberty Ridge
Capital, Inc. (an investment adviser); Vice President and
Secretary, PBHG Funds (an investment company) and PBHG Insurance
Series Fund (an investment company); Chief Operating Officer,
General Counsel and Secretary, Old Mutual Investment Partners (a
broker-dealer); General Counsel and Secretary, Old Mutual Fund
Services (an administrator) and Old Mutual Shareholder Services
(a shareholder servicing center); Executive Vice President,
General Counsel and Secretary, Old Mutual Capital, Inc. (an
investment adviser); and Vice President and Secretary, Old
Mutual Advisors Funds (an investment company).
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Lisa O. Brinkley
(50)
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Vice President
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Since 2004
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Global Compliance Director, Invesco Ltd.; Chief Compliance
Officer, Invesco Distributors, Inc. and Invesco Investment
Services, Inc.; and Vice President, The Invesco Funds
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Formerly: Senior Vice President, Invesco Management Group, Inc.;
Senior Vice President and Chief Compliance Officer,
InvescoAdvisers, 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
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Term of
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Office and
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Length of
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Time
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Name and
Age
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Position(s) Held
with Funds
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Served
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Principal
Occupation(s) During Past 5 Years
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Kevin M. Carome
(54)
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Vice President
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Since 2003
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General Counsel, Secretary and Senior Managing Director, Invesco
Ltd.; Director, Invesco Holding Company Limited and INVESCO
Funds Group, Inc.; Director and Executive Vice President, IVZ,
Inc., Invesco Group Services, Inc., Invesco North American
Holdings, Inc. and Invesco Investments (Bermuda) Ltd.; Director
and Secretary, Invesco Advisers, Inc. (formerly known as Invesco
Institutional (N.A.), Inc.) (registered investment adviser);
Vice President, The Invesco Funds; and Trustee, PowerShares
Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund
Trust II, PowerShares India Exchange-Traded Fund Trust and
PowerShares Actively Managed Exchange-Traded Fund Trust.
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Formerly: Senior Managing Director and Secretary, Invesco North
American Holdings, Inc.; Vice President and Secretary, IVZ, Inc.
and Invesco Group Services, Inc.; Senior Managing Director and
Secretary, Invesco Holding Company Limited; Director, Senior
Vice President, Secretary and General Counsel, Invesco
Management Group, Inc. and Invesco Advisers, Inc.; Senior Vice
President, Invesco Distributors, Inc.; Director, General Counsel
and Vice President, Fund Management Company; Vice President,
Invesco Aim Capital Management, Inc. and Invesco Investment
Services, Inc.; Senior Vice President, Chief Legal Officer and
Secretary, The Invesco Funds; Director and Vice President, IVZ
Distributors, Inc. (formerly known as INVESCO Distributors,
Inc.; and Chief Executive Officer and President, INVESCO Funds
Group, Inc.
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Sheri Morris
(46)
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Vice President, Treasurer and Principal Financial Officer
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Since 1999
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Vice President, Treasurer and Principal Financial Officer, The
Invesco Funds; and Vice President, Invesco Advisers, Inc.
(formerly known as Invesco Institutional (N.A.), Inc.).
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Formerly, Vice President, Invesco Advisers, Inc., Invesco Aim
Capital Management, Inc. and Invesco Aim Private Asset
Management, Inc.; Assistant Vice President and Assistant
Treasurer, The Invesco Funds and Assistant Vice President,
Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and
Invesco Aim Private Asset Management, Inc.
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Karen Dunn Kelley
(50)
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Vice President
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Since 1993
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Head of Invescos World Wide Fixed Income and Cash
Management Group; Senior Vice President, Invesco Advisers, Inc.
(registered investment advisor) (Formerly known as Invesco
Institutional (N.A.), Inc.) (registered investment adviser);
Executive Vice President, Invesco Distributors, Inc. (formerly
known as Invesco Aim Distributors, Inc.); Senior Vice President,
Invesco Management Group, Inc. (formerly known as Invesco Aim
Management Group, Inc.); and Director, Invesco Mortgage Capital
Inc.; Vice President, The Invesco Funds (other than AIM
Treasurers Series Trust (Invesco Treasurers Series
Trust) and Short-Term Investments Trust); President and
Principal Executive Officer, The Invesco Funds (AIM
Treasurers Series Trust (Invesco Treasurers Series
Trust) and Short-Term Investments Trust only).
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Formerly: Vice President, Invesco Advisers, Inc. (formerly known
as Invesco Institutional (N.A.), Inc.); Director of Cash
Management and Senior Vice President, Invesco Advisers, Inc. and
Invesco Aim Capital Management, Inc.; President and Principal
Executive Officer, Tax-Free Investments Trust; Director and
President, Fund Management Company; Chief Cash Management
Officer, Director of Cash Management, Senior Vice President, and
Managing Director, Invesco Aim Capital Management, Inc.;
Director of Cash Management, Senior Vice President, and Vice
President, Invesco Advisers, Inc. and The Invesco Funds (AIM
Treasurers Series Trust (Invesco Treasurers Series
Trust), Short-Term Investments Trust and Tax-Free Investments
Trust only).
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Lance A. Rejsek
(42)
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Anti-Money Laundering Compliance Officer
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Since 2005
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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.), Invesco
Investment Services, Inc. (formerly known as Invesco Aim
Investment Services, Inc.), The Invesco Funds, PowerShares
Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust
II, PowerShares India Exchange-Traded Fund Trust and PowerShares
Actively Managed Exchange-Traded Fund Trust.
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Formerly: Anti-Money Laundering Compliance Officer, Fund
Management Company, Invesco Advisers, Inc., Invesco Aim Capital
Management, Inc. and Invesco Aim Private Asset Management, Inc.
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Todd L. Spillane
(51)
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Chief Compliance Officer
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Since 2006
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Senior Vice President, Invesco Management Group, Inc. (formerly
known as Invesco Aim Management Group, Inc.); Senior Vice
President and Chief Compliance Officer, Invesco Advisers, Inc.
(registered investment adviser) (formerly known as Invesco
Institutional (N.A.), Inc.); Chief Compliance Officer, The
Invesco Funds, PowerShares Exchange-Traded Fund Trust,
PowerShares Exchange-Traded Trust II, PowerShares India
Exchange-Traded Fund Trust and PowerShares Actively Managed
Exchange-Traded Fund Trust, INVESCO Private Capital Investments,
Inc. (holding company), Invesco Private Capital, Inc.
(registered investment adviser) and Invesco Senior Secured
Management, Inc. (registered investment adviser); Vice
President, Invesco Distributors, Inc. (formerly known as Invesco
Aim Distributors, Inc.) and Invesco Investment Services, Inc.
(formerly known as Invesco Aim Investment Services, Inc.)
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Formerly: Senior Vice President and Chief Compliance Officer,
Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.;
Chief Compliance Officer, Invesco Global Asset Management
(N.A.), Inc.; Vice President, Invesco Aim Capital Management,
Inc. and Fund Management Company.
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14
Shareholder
Information
As of June 7, 2010, to the knowledge of the Funds, no
shareholder owned beneficially more than 5% of a class of a
Funds outstanding Shares. As of May 28, 2010, no
Trustees or executive officer owned, directly or beneficially,
Common Shares or Preferred Shares of any Fund. As of
May 28, 2010, each Trustee beneficially owned equity
securities of other funds in the Fund Complex overseen by
the Trustees in the dollar range amounts specified in
Annex C.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 30(f) of the 1940 Act and Section 16(a) of the
Securities Exchange Act of 1934, as amended, require each of the
Funds Trustees, officers, and investment advisers,
affiliated persons of the investment advisers, and persons who
own more than 10% of a registered class of a Funds equity
securities to file forms with the SEC and the exchange on which
they are listed, reporting their affiliation with the Fund and
reports of ownership and changes in ownership of
Fund Shares. These persons and entities are required by SEC
regulations to furnish the Fund with copies of all such forms
they file. Based on a review of these forms furnished to each
Fund, each Fund believes that during its last fiscal year, its
Trustees, its officers, the Adviser and affiliated persons of
the Adviser complied with the applicable filing requirements.
Independent
Registered Public Accounting Firm
The Board of Trustees of each the Funds, including a majority of
the Trustees who are not interested persons of any
Fund (as defined by the 1940 Act), have appointed, effective
June 1, 2010, PricewaterhouseCoopers, LLP (PwC)
as the independent registered public accounting firm of each
Fund for each Funds fiscal years ending after May 31,
2010. Each Funds independent registered public accounting
firm prior to May 31, 2010 was Deloitte & Touche
LLP (the Prior Auditor). The audit committee of each
Fund recommended and approved the decision to change each
Funds independent registered public accounting firm, and
such decision was approved by each Funds Board, including
a majority of the Trustees who are not interested
persons of any Fund (as defined by the 1940 Act) in
connection with the appointment of the Adviser as the new
investment adviser to each Fund (New Advisory
Agreement). The New Advisory Agreement resulted in the
Prior Auditor being prohibited from being engaged by the Funds
as independent registered public accountants by the Funds for
the Funds fiscal years ended after May 31, 2010
because of certain business relationships between the Prior
Auditor and certain affiliates of the Adviser, or its affiliated
companies, that are not permitted under the auditor independence
requirements in
Rule 2-01
of
Regulation S-X.
The Board believes that there are operational efficiencies in
having one auditor for all Invesco Funds.
Concurrent with the effective date of the New Advisory
Agreement, the Prior Auditor resigned as the independent
registered public accounting firm of each Fund.
The Prior Auditors report on the financial statements of
the Fund for the past two years did not contain an adverse or
disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles. During the
period the Prior Auditor was engaged, there were no
disagreements with the Prior Auditor on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure which would have caused it to make
reference to that matter in connection with its report for any
Fund. The Fund has requested that the Prior Auditor furnish it
with a letter addressed to the Securities and Exchange
Commission stating whether or not it agrees with the above
statements. A copy of such letter is attached as Annex E
and will be filed as Exhibit 77 to each Funds next
Form N-SAR.
Audit and
Other Fees
The Adviser, and any entity controlling, controlled by or under
common control with the Adviser that provides ongoing services
to the Funds (Covered Entities), were billed the
amounts listed in Annex D by the Prior Auditor during each
Funds most recent two fiscal years.
The audit committee of each Board has considered whether the
provision of non-audit services performed by PwC to the Funds
and Covered Entities is compatible with maintaining PwCs
independence in performing audit services. The audit committee
also is required to pre-approve services to Covered Entities to
the extent that the services are determined to have a direct
impact on the operations or financial reporting of the Funds and
100% of such services were pre-approved by the audit committee
pursuant to the audit committees pre-approval policies and
procedures. The Boards pre-approval policies and
procedures are included as part of the Boards audit
committee charter, which is available at www.invesco.com.
As discussed above, the Audit Committee of each Fund consists
entirely of newly elected Trustees, all of whom are independent
Trustees. The Audit Committee of each Fund will review and
discuss the next audited financial statements of each Fund with
management and with PwC. In the course of its discussions, the
Audit Committee will discuss with PwC any relevant matters
required to be discussed under Statement on Auditing Standards
No. 61 and, based on this review, the Audit Committee
expects to recommend to the Board of each Fund that each
Funds audited financial statements be included in each
Funds Annual Report to Shareholders for the most recent
fiscal year for filing with the Securities & Exchange
Commission. The Audit Committee expects to receive the written
disclosures
15
and the letter from PwC required under the Public Company
Accounting Oversight Boards Ethics &
Independence Rule 3526 and to discuss with PwC its
independence with respect to each Fund. Each Fund knows of no
direct financial or material indirect financial interest of PwC
in the Fund. As disclosed above, the members of the Audit
Committee are currently Raymond Stickel, Jr., Chair, Rod
Dammeyer, Vice Chair, David C. Arch, Frank S. Bayley, James T.
Bunch, Bruce L. Crockett, and Larry Soll.
It is not expected that representatives of PwC or the Prior
Auditor will attend the Meeting. In the event representatives of
PwC or the Prior Auditor do attend the Meeting, they will have
the opportunity to make a statement if they desire to do so and
will be available to answer appropriate questions.
Expenses
The expenses of preparing, printing and mailing these proxy
solicitation materials and all other costs in connection with
the solicitation of proxies will be borne by the Funds. These
expenses will be allocated among each of the Funds based upon
the total number of shareholders of each Fund in relation to the
total number of shareholders for all of the Funds participating
in the Meeting. The Funds will also reimburse banks, brokers and
others for their reasonable expenses in forwarding proxy
solicitation material to the beneficial owners of the shares of
the Funds. In order to obtain the necessary quorum at the
Meeting, additional solicitations may be made by mail,
telephone, telegraph, facsimile or personal interview by
representatives of the Funds, the Adviser or its affiliates, by
the transfer agents of the Funds and by dealers or their
representatives. The Funds may also retain Computershare
Fund Services, a professional proxy solicitation firm, to
assist in additional proxy solicitation. The estimated cost of
additional telephone solicitation by Computershare
Fund Services is approximately $3,000 per Fund.
Shareholder
Proposals
Shareholder proposals intended to be presented at the year 2011
annual meeting of shareholders for a Fund pursuant to
Rule 14a-8
under the Exchange Act of 1934, as amended (the Exchange
Act), must be received by the Funds Secretary at the
Funds principal executive offices by February 23,
2011, in order to be considered for inclusion in the Funds
proxy statement and proxy card relating to that meeting. Timely
submission of a proposal does not necessarily mean that such
proposal will be included in the Funds proxy statement. If
a shareholder wishes to make a proposal at the year 2011 annual
meeting of shareholders without having the proposal included in
a Funds proxy statement, then such proposal must be
received by the Funds Secretary at the Funds
principal executive offices not earlier than April 17, 2011
and not later than May 17, 2011. If a shareholder fails to
give notice by May 9, 2011, then the persons named as
proxies in the proxies solicited by the Board for the 2011
annual meeting of shareholders may exercise discretionary voting
power with respect to any such proposal. Any shareholder who
wishes to submit a proposal for consideration at a meeting of
such shareholders Fund should send such proposal to the
respective Funds Secretary at 11 Greenway Plaza,
Suite 2500, Houston, Texas
77046-1173,
Attn: Secretary.
General
Management of each Fund does not intend to present, and does not
have reason to believe that others will present, any other items
of business at the Meeting. However, if other matters are
properly presented to the Meeting for a vote, the proxies will
be voted upon such matters in accordance with the judgment of
the persons acting under the proxies.
Failure of a quorum to be present at the Meeting for any Fund
may necessitate adjournment and may subject such Fund to
additional expense.
If you cannot be present in person, you are requested to fill
in, sign and return the enclosed proxy card, for which no
postage is required if mailed in the United States, or record
your voting instructions by telephone or via the internet
promptly.
/s/ John M. Zerr
Senior Vice President, Chief Legal Officer and Secretary
June 21, 2010
16
ANNEX A
Funds
Participating in the Meeting
The following list sets forth the Invesco closed-end Funds
participating in the Joint Annual Meeting of Shareholders to be
held at 11 Greenway Plaza, Suite 2500, Houston, Texas
77046 on July 16, 2010, at 3:30 p.m. C.D.T. The
name in the first column below is the legal name for each Fund.
The name in the second column is the stock symbol of each Fund.
The stock symbol is sometimes used to identify a specific Fund
in the Joint Proxy Statement. Information in the table is as of
June 7, 2010, the Record Date.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Common
|
|
|
|
|
|
|
Stock
|
|
Shares
|
|
|
Number of
Preferred
|
|
Legal
Name
|
|
Symbol
|
|
Outstanding
|
|
|
Shares
Outstanding
|
|
|
Invesco California Insured Municipal Income Trust
|
|
IIC
|
|
|
10,467,280
|
|
|
|
919
|
|
Invesco California Quality Municipal Securities
|
|
IQC
|
|
|
8,787,475
|
|
|
|
695
|
|
Invesco Insured California Municipal Securities
|
|
ICS
|
|
|
3,399,954
|
|
|
|
0
|
|
Invesco Insured Municipal Bond Trust
|
|
IMC
|
|
|
3,942,543
|
|
|
|
363
|
|
Invesco Insured Municipal Income Trust
|
|
IIM
|
|
|
20,694,674
|
|
|
|
1,641
|
|
Invesco Insured Municipal Securities
|
|
IMS
|
|
|
6,591,385
|
|
|
|
0
|
|
Invesco Insured Municipal Trust
|
|
IMT
|
|
|
17,484,370
|
|
|
|
1,301
|
|
Invesco Municipal Income Opportunities Trust
|
|
OIA
|
|
|
19,620,473
|
|
|
|
0
|
|
Invesco Municipal Income Opportunities Trust II
|
|
OIB
|
|
|
16,184,386
|
|
|
|
0
|
|
Invesco Municipal Income Opportunities Trust III
|
|
OIC
|
|
|
8,501,253
|
|
|
|
0
|
|
Invesco Municipal Premium Income Trust
|
|
PIA
|
|
|
16,666,875
|
|
|
|
675
|
|
Invesco New York Quality Municipal Securities
|
|
IQN
|
|
|
4,030,280
|
|
|
|
306
|
|
Invesco Quality Municipal Income Trust
|
|
IQI
|
|
|
23,505,263
|
|
|
|
2,753
|
|
Invesco Quality Municipal Investment Trust
|
|
IQT
|
|
|
13,865,371
|
|
|
|
1,247
|
|
Invesco Quality Municipal Securities
|
|
IQM
|
|
|
13,454,167
|
|
|
|
1,100
|
|
Each of the Funds is an unincorporated business trust organized
under the laws of the Commonwealth of Massachusetts.
A-1
ANNEX B
Set forth below is information regarding compensation paid or
accrued for each Trustee who was not affiliated with the
Funds investment adviser during the year ended
December 31, 2009. Because all of the Trustees are newly
elected to the Board, they have not previously received any
compensation from the Funds. Martin L. Flanagan and Philip A.
Taylor are employees of the Adviser and therefore are not
compensated for serving as Trustees.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated
|
|
|
|
|
|
|
|
|
|
Pension or
|
|
|
Annual
|
|
|
|
|
|
|
|
|
|
Retirement
|
|
|
Benefits from
|
|
|
Total
|
|
|
|
Aggregate
|
|
|
Benefits
|
|
|
Fund
|
|
|
Compensation
|
|
|
|
Compensation
|
|
|
Accrued by
|
|
|
Complex
|
|
|
Before
|
|
|
|
from the
|
|
|
All Invesco
|
|
|
Upon
|
|
|
Deferral from
|
|
Name of
Trustee
|
|
Funds
|
|
|
Funds
(1)
|
|
|
Retirement
(2)
|
|
|
Invesco
(3)
|
|
|
Interested Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wayne W. Whalen
|
|
$
|
0
|
|
|
$
|
82,190
|
|
|
$
|
105,000
|
|
|
$
|
227,131
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David C. Arch
|
|
|
0
|
|
|
|
42,315
|
|
|
|
105,000
|
|
|
|
227,131
|
|
Bob R. Baker
|
|
|
0
|
|
|
|
125,039
|
|
|
|
197,868
|
|
|
|
259,100
|
|
Frank S. Bayley
|
|
|
0
|
|
|
|
115,766
|
|
|
|
154,500
|
|
|
|
275,700
|
|
James T. Bunch
|
|
|
0
|
|
|
|
142,058
|
|
|
|
154,500
|
|
|
|
235,000
|
|
Bruce L. Crockett
|
|
|
0
|
|
|
|
104,012
|
|
|
|
154,500
|
|
|
|
509,900
|
|
Rod Dammeyer
|
|
|
0
|
|
|
|
86,550
|
|
|
|
105,000
|
|
|
|
227,131
|
|
Albert R. Dowden
|
|
|
0
|
|
|
|
142,622
|
|
|
|
154,500
|
|
|
|
275,700
|
|
Jack M. Fields
|
|
|
0
|
|
|
|
122,608
|
|
|
|
154,500
|
|
|
|
235,000
|
|
Carl Frischling
|
|
|
0
|
|
|
|
124,703
|
|
|
|
154,500
|
|
|
|
269,950
|
|
Prema Mathai-Davis
|
|
|
0
|
|
|
|
120,758
|
|
|
|
154,500
|
|
|
|
256,600
|
|
Lewis F. Pennock
|
|
|
0
|
|
|
|
107,130
|
|
|
|
154,500
|
|
|
|
235,000
|
|
Larry Soll
|
|
|
0
|
|
|
|
161,084
|
|
|
|
176,202
|
|
|
|
256,600
|
|
Hugo F. Sonnenschein
|
|
|
0
|
|
|
|
87,154
|
|
|
|
105,000
|
|
|
|
227,131
|
|
Raymond Stickel, Jr.
|
|
|
0
|
|
|
|
107,154
|
|
|
|
154,500
|
|
|
|
299,800
|
|
|
|
|
(1)
|
|
During
the fiscal year ended December 31, 2009, no expenses were
allocated to the Funds in respect of such retirement benefits.
|
|
(2)
|
|
These
amounts represent the estimated annual benefits payable
collectively by the Invesco Funds, including the Funds, upon the
Trustees retirement and assumes that each Trustee serves
until his or her normal retirement date.
|
|
(3)
|
|
The
Funds adopted the deferred compensation plan as of June 1,
2010 and thus no amounts have accrued under the plan as of the
calendar year ended December 31, 2009. Because the Funds
have different fiscal year ends, the amounts shown in this
column are presented on a calendar year basis.
|
B-1
ANNEX C
Trustee
Beneficial Ownership of Securities
The table below indicates the aggregate dollar range of equity
securities of the Funds and of all funds in the
Fund Complex owned by each Trustee listed below as of
May 28, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Dollar
Range of Equity
|
|
|
|
|
Securities in all
Registered
|
|
|
Aggregate dollar
range of
|
|
Investment
Companies Overseen
|
|
|
Equity Securities
of the Funds
|
|
by Trustee in the
Invesco Fund
|
Name of
Trustee
|
|
owned by
Trustee
|
|
Complex
(1)
|
|
Interested Trustees
|
|
|
|
|
|
|
|
|
Martin L. Flanagan
|
|
|
None
|
|
|
|
Over $100,000
|
|
Philip A. Taylor
|
|
|
None
|
|
|
|
None
|
|
Wayne W. Whalen
|
|
|
None
|
|
|
|
Over $100,000
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
David C. Arch
|
|
|
None
|
|
|
|
$50,001-$100,000
|
|
Bob R. Baker
|
|
|
None
|
|
|
|
Over $100,000
|
|
Frank S. Bayley
|
|
|
None
|
|
|
|
Over $100,000
|
|
James T. Bunch
|
|
|
None
|
|
|
|
Over $100,000
|
|
Bruce L. Crockett
|
|
|
None
|
|
|
|
Over $100,000
|
|
Rod Dammeyer
|
|
|
None
|
|
|
|
Over $100,000
|
|
Albert R. Dowden
|
|
|
None
|
|
|
|
Over $100,000
|
|
Jack M. Fields
|
|
|
None
|
|
|
|
Over $100,000
|
|
Carl Frischling
|
|
|
None
|
|
|
|
Over $100,000
|
|
Prema Mathai-Davis
|
|
|
None
|
|
|
|
Over $100,000
|
|
Lewis F. Pennock
|
|
|
None
|
|
|
|
Over $100,000
|
|
Larry Soll
|
|
|
None
|
|
|
|
Over $100,000
|
|
Hugo F. Sonnenschein
|
|
|
None
|
|
|
|
$50,001-$100,000
|
|
Raymond Stickel, Jr.
|
|
|
None
|
|
|
|
Over $100,000
|
|
|
|
|
(1)
|
|
Includes
the total amount of compensation deferred by the Trustee at his
or her election pursuant to a deferred compensation plan. Such
deferred compensation is placed in a deferral account and deemed
to be invested in one or more of the Invesco Funds.
|
C-1
ANNEX D
Audit and Other Fees for the last two fiscal years of each
Fund:
The Adviser and any Covered Entities were billed the amounts
listed below by Deloitte & Touche LLP during such
Funds most recent two fiscal years, during which period
Deloitte & Touche served as the Funds principal
accountant.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Audit
Fees
|
|
|
|
|
|
|
Fiscal
|
|
|
|
|
|
Audit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
Audit
|
|
|
Related
|
|
|
|
|
|
|
|
|
Total Non-
|
|
|
|
|
Fund
|
|
End
|
|
|
Fees
|
|
|
Fees
(1)
|
|
|
Tax
Fees
(2)
|
|
|
All
Other
|
|
|
Audit
|
|
|
Total
|
|
|
Invesco California Insured Municipal Income Trust
|
|
|
10/31/09
|
|
|
$
|
38,450
|
|
|
$
|
6,000
|
|
|
$
|
5,501
|
|
|
|
|
|
|
$
|
11,501
|
|
|
$
|
49,951
|
|
|
|
|
10/31/08
|
|
|
$
|
38,775
|
|
|
$
|
6,000
|
|
|
$
|
5,501
|
|
|
|
|
|
|
$
|
11,501
|
|
|
$
|
50,276
|
|
Invesco California Quality Municipal Securities
|
|
|
10/31/09
|
|
|
$
|
38,450
|
|
|
$
|
6,000
|
|
|
$
|
5,501
|
|
|
|
|
|
|
$
|
11,501
|
|
|
$
|
49,951
|
|
|
|
|
10/31/08
|
|
|
$
|
38,775
|
|
|
$
|
6,000
|
|
|
$
|
5,501
|
|
|
|
|
|
|
$
|
11,501
|
|
|
$
|
50,276
|
|
Invesco Insured California Municipal Securities
|
|
|
10/31/09
|
|
|
$
|
38,450
|
|
|
|
|
|
|
$
|
5,501
|
|
|
|
|
|
|
$
|
5,501
|
|
|
$
|
43,951
|
|
|
|
|
10/31/08
|
|
|
$
|
38,775
|
|
|
$
|
6,000
|
|
|
$
|
5,501
|
|
|
|
|
|
|
$
|
11,501
|
|
|
$
|
50,276
|
|
Invesco Insured Municipal Bond Trust
|
|
|
10/31/09
|
|
|
$
|
38,450
|
|
|
$
|
6,000
|
|
|
$
|
5,501
|
|
|
|
|
|
|
$
|
11,501
|
|
|
$
|
49,951
|
|
|
|
|
10/31/08
|
|
|
$
|
38,775
|
|
|
$
|
6,000
|
|
|
$
|
5,501
|
|
|
|
|
|
|
$
|
11,501
|
|
|
$
|
50,276
|
|
Invesco Insured Municipal Income Trust
|
|
|
10/31/09
|
|
|
$
|
38,450
|
|
|
$
|
6,000
|
|
|
$
|
5,501
|
|
|
|
|
|
|
$
|
11,501
|
|
|
$
|
49,951
|
|
|
|
|
10/31/08
|
|
|
$
|
38,775
|
|
|
$
|
6,000
|
|
|
$
|
5,501
|
|
|
|
|
|
|
$
|
11,501
|
|
|
$
|
50,276
|
|
Invesco Insured Municipal Securities
|
|
|
10/31/09
|
|
|
$
|
38,450
|
|
|
|
|
|
|
$
|
5,501
|
|
|
|
|
|
|
$
|
5,501
|
|
|
$
|
43,951
|
|
|
|
|
10/31/08
|
|
|
$
|
38,775
|
|
|
$
|
6,000
|
|
|
$
|
5,501
|
|
|
|
|
|
|
$
|
11,501
|
|
|
$
|
50,276
|
|
Invesco Insured Municipal Trust
|
|
|
10/31/09
|
|
|
$
|
38,450
|
|
|
$
|
6,000
|
|
|
$
|
5,501
|
|
|
|
|
|
|
$
|
11,501
|
|
|
$
|
49,951
|
|
|
|
|
10/31/08
|
|
|
$
|
38,775
|
|
|
$
|
6,000
|
|
|
$
|
5,501
|
|
|
|
|
|
|
$
|
11,501
|
|
|
$
|
50,276
|
|
Invesco Municipal Income Opportunities Trust
|
|
|
05/31/09
|
|
|
$
|
39,125
|
|
|
|
|
|
|
$
|
5,165
|
|
|
|
|
|
|
$
|
5,165
|
|
|
$
|
44,290
|
|
|
|
|
05/31/08
|
|
|
$
|
32,375
|
|
|
|
|
|
|
$
|
4,738
|
|
|
|
|
|
|
$
|
4,738
|
|
|
$
|
37,113
|
|
Invesco Municipal Income Opportunities Trust II
|
|
|
02/28/10
|
|
|
$
|
39,200
|
|
|
|
|
|
|
$
|
5,165
|
|
|
|
|
|
|
$
|
5,165
|
|
|
$
|
44,365
|
|
|
|
|
02/28/09
|
|
|
$
|
40,400
|
|
|
|
|
|
|
$
|
5,165
|
|
|
|
|
|
|
$
|
5,165
|
|
|
$
|
45,565
|
|
Invesco Municipal Income Opportunities Trust III
|
|
|
03/31/09
|
|
|
$
|
39,250
|
|
|
|
|
|
|
$
|
5,165
|
|
|
|
|
|
|
$
|
5,165
|
|
|
$
|
44,365
|
|
|
|
|
03/31/08
|
|
|
$
|
31,950
|
|
|
|
|
|
|
$
|
4,738
|
|
|
|
|
|
|
$
|
4,738
|
|
|
$
|
36,688
|
|
Invesco Municipal Premium Income Trust
|
|
|
05/31/09
|
|
|
$
|
40,125
|
|
|
|
|
|
|
$
|
5,165
|
|
|
|
|
|
|
$
|
5,165
|
|
|
$
|
45,290
|
|
|
|
|
05/31/08
|
|
|
$
|
32,375
|
|
|
$
|
5,750
|
|
|
$
|
4,738
|
|
|
|
|
|
|
$
|
10,488
|
|
|
$
|
42,863
|
|
Invesco New York Quality Municipal Securities
|
|
|
10/31/09
|
|
|
$
|
38,450
|
|
|
$
|
6,000
|
|
|
$
|
5,501
|
|
|
|
|
|
|
$
|
11,501
|
|
|
$
|
49,951
|
|
|
|
|
10/31/08
|
|
|
$
|
38,775
|
|
|
$
|
6,000
|
|
|
$
|
5,501
|
|
|
|
|
|
|
$
|
11,501
|
|
|
$
|
50,276
|
|
Invesco Quality Municipal Income Trust
|
|
|
10/31/09
|
|
|
$
|
38,450
|
|
|
$
|
6,000
|
|
|
$
|
5,501
|
|
|
|
|
|
|
$
|
11,501
|
|
|
$
|
49,951
|
|
|
|
|
10/31/08
|
|
|
$
|
38,775
|
|
|
$
|
6,000
|
|
|
$
|
5,501
|
|
|
|
|
|
|
$
|
11,501
|
|
|
$
|
50,276
|
|
Invesco Quality Municipal Investment Trust
|
|
|
10/31/09
|
|
|
$
|
38,450
|
|
|
$
|
6,000
|
|
|
$
|
5,501
|
|
|
|
|
|
|
$
|
11,501
|
|
|
$
|
49,951
|
|
|
|
|
10/31/08
|
|
|
$
|
38,775
|
|
|
$
|
6,000
|
|
|
$
|
5,501
|
|
|
|
|
|
|
$
|
11,501
|
|
|
$
|
50,276
|
|
Invesco Quality Municipal Securities
|
|
|
10/31/09
|
|
|
$
|
38,450
|
|
|
$
|
6,000
|
|
|
$
|
5,501
|
|
|
|
|
|
|
$
|
11,501
|
|
|
$
|
49,951
|
|
|
|
|
10/31/08
|
|
|
$
|
38,775
|
|
|
$
|
6,000
|
|
|
$
|
5,501
|
|
|
|
|
|
|
$
|
11,501
|
|
|
$
|
50,276
|
|
Covered
Entities
(3)
|
|
|
10/31/09
|
|
|
|
N/A
|
|
|
$
|
6,909,000
|
|
|
$
|
1,013,000
|
|
|
|
|
|
|
$
|
7,922,000
|
|
|
$
|
7,922,000
|
|
|
|
|
10/31/08
|
|
|
|
N/A
|
|
|
$
|
6,418,000
|
|
|
$
|
881,000
|
|
|
|
|
|
|
$
|
7,299,000
|
|
|
$
|
7,299,000
|
|
|
|
|
(1)
|
|
Audit-Related
Fees represent assurance and related services provided that are
reasonably related to the performance of the audit of the
financial statements of the Covered Entities and funds advised
by the Adviser or its affiliates, specifically data verification
and
agreed-upon
procedures related to asset securitizations and
agreed-upon
procedures engagements.
|
|
(2)
|
|
Tax
Fees represent tax compliance, tax planning and tax advice
services provided in connection with the preparation and review
of the tax returns of the Funds, or, with respect to the
information for Covered Entities, the tax returns of Covered
Entities.
|
|
(3)
|
|
Covered
Entities include the Adviser (excluding sub-advisers) and any
entity controlling, controlled by or under common control with
the Adviser that provides ongoing services to the Funds.
|
D-1
ANNEX E
Prior
Auditor Letter
June 21,
2010
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-7561
Dear Sirs/Madams:
We have read the section titled Independent Registered
Public Accounting Firm of the Joint Proxy Statement of the
Invesco Closed-End Funds included in the Notice of Joint Annual
Meeting of Shareholders dated June 21, 2010, and we agree
with the statements made therein.
Yours truly,
/s/ DELOITTE & TOUCHE LLP
E-1
FOUR EASY WAYS TO VOTE YOUR PROXY
INTERNET:
Go to
www.xxxxxxx.xxx
and follow the online directions.
TELEPHONE:
Call
x-xxx-xxx-xxxx
and follow the simple instructions.
MAIL:
Vote, sign, date and return your proxy by mail.
IN PERSON:
Vote at the Joint Annual Meeting of Shareholders.
999 999 999 999 99
«FUND_NAME» (the Fund) XXXXX SHARES PROXY SOLICITED ON BEHALF OF THE
BOARD OF TRUSTEES (the Board)
PROXY FOR THE JOINT ANNUAL MEETING
OF SHAREHOLDERSTO BE HELD JULY 16,
2010
The undersigned holder of XXXXX Shares of «FUND_NAME» hereby appoints Philip A. Taylor, John M.
Zerr and Sheri Morris, and any one of them separately, proxies with full power of substitution in
each, and hereby authorizes them to represent and to vote, as designated on the reverse of this
proxy card, at the Joint Annual Meeting of Shareholders on July 16, 2010, at 3:30 p.m., Central
Time, and at any adjournment or postponement thereof, all of the XXXXX Shares of the Fund which the
undersigned would be entitled to vote if personally present.
IF THIS PROXY IS SIGNED AND RETURNED
WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED FOR THE APPROVAL OF THE PROPOSAL AND IN THE
DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
NOTE: If you
vote by telephone or on the Internet, please do NOT
return your proxy card.
Proxy must be signed and dated below.
The undersigned hereby acknowledges receipt of
the accompanying Notice of Meeting and Joint
Proxy Statement for the Meeting to be held on
July 16, 2010.
Dated ___
Signature(s) (If held jointly, both holders must sign.)
(Sign in the Box)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON
THIS PROXY CARD.
All joint owners should sign. When
signing as executor, administrator, attorney, trustee or
guardian or as custodian for a minor, please give full
title as such. If a corporation, limited liability
company, or partnership, please sign in full entity name
and indicate the signers position with the entity.
|
Please fill in box as shown using black or blue ink or number 2
pencil. X
PLEASE DO NOT USE FINE POINT PENS.
This proxy is solicited on behalf of the Board. The Board recommends voting FOR the proposal.
Important Notice Regarding the Availability of Proxy Materials for the Meeting
to be Held on July 16, 2010: The Proxy Statement is available at
https://www.proxy-direct.com/inv21513.
Election of Trustees The Board of Trustees recommends a vote
FOR all the nominees listed:
1. Election of Trustees:
(1) Albert R. Dowden (4) Hugo F. Sonnenschein
(2) Lewis F. Pennock (5) Raymond Stickel, Jr.
(3) Prema Mathai-Davis
FOR ALL NOMINEES ? WITHHOLD ?
|
FOR ALL EXCEPT ?
___
To withhold authority for any individual nominee, check
For All Except and write the nominees name on line
above.
|
To transact such other business as may properly come before the
Meeting or any adjournments thereof.
PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
Please vote, sign and date this proxy card and return it in the enclosed envelope.
|
FOUR EASY WAYS TO VOTE YOUR PROXY
INTERNET:
Go to
www.xxxxxxx.xxx
and follow the online directions.
TELEPHONE:
Call
x-xxx-xxx-xxxx
and follow the simple
instructions.
MAIL:
Vote, sign, date and return your proxy by mail.
IN PERSON:
Vote at the Joint Annual Meeting of Shareholders.
999 999 999 999 99
«FUND_NAME» (the Fund) XXXXXX SHARES PROXY SOLICITED ON BEHALF OF THE
BOARD OF TRUSTEES (the Board)
PROXY FOR THE JOINT ANNUAL MEETING
OF SHAREHOLDERSTO BE HELD JULY 16,
2010
The undersigned holder of XXXXXX Shares of «FUND_NAME» hereby appoints Philip A. Taylor, John M.
Zerr and Sheri Morris, and any one of them separately, proxies with full power of substitution in
each, and hereby authorizes them to represent and to vote, as designated on the reverse of this
proxy card, at the Joint Annual Meeting of Shareholders on July 16, 2010, at 3:30 p.m., Central
Time, and at any adjournment or postponement thereof, all of the XXXXX Shares of the Fund which the
undersigned would be entitled to vote if personally present.
IF THIS PROXY IS SIGNED AND RETURNED
WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED FOR THE APPROVAL OF THE PROPOSAL AND IN THE
DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
NOTE: If you
vote by telephone or on the Internet, please do NOT
return your proxy card.
Proxy must be signed and dated below.
The undersigned hereby acknowledges receipt of
the accompanying Notice of Meeting and Joint
Proxy Statement for the Meeting to be held on
July 16, 2010.
Dated ___
Signature(s) (If held jointly, both holders must sign.)
(Sign in the Box)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON
THIS PROXY CARD.
All joint owners should sign. When
signing as executor, administrator, attorney, trustee or
guardian or as custodian for a minor, please give full
title as such. If a corporation, limited liability
company, or partnership, please sign in full entity name
and indicate the signers position with the entity.
|
Please fill in box as shown using black or blue ink or number 2
pencil. X
PLEASE DO NOT USE FINE POINT PENS.
This proxy is solicited on behalf of the Board. The Board recommends voting FOR the proposal.
|
Important Notice Regarding the Availability of Proxy Materials for the Meeting
to be Held on July 16, 2010: The Proxy Statement is available at
https://www.proxy-direct.com/inv21513.
Election of Trustees The Board of Trustees recommends a vote
FOR all the nominees listed:
1. Election of Trustees by holders of XXXXX Shares:
(1) Albert R. Dowden (3) Hugo F. Sonnenschein
(2) Lewis F. Pennock (4) Raymond Stickel, Jr.
FOR ALL NOMINEES ? WITHHOLD ?
FOR ALL EXCEPT ?
___
To withhold authority for any individual nominee, check
For All Except and write the nominees name on line
above.
|
To transact such other business as may properly come before the
Meeting or any adjournments thereof.
|
PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
Please vote, sign and date this proxy card and return it in the enclosed envelope.
|
FOUR EASY WAYS TO VOTE YOUR PROXY
INTERNET:
Go to
www.xxxxxxx.xxx
and follow the online directions.
TELEPHONE:
Call
x-xxx-xxx-xxxx
and follow the simple
instructions.
MAIL:
Vote, sign, date and return your proxy by mail.
IN PERSON:
Vote at the Joint Annual Meeting of Shareholders.
999 999 999 999 99
«FUND_NAME» (the Fund) XXXXX SHARES PROXY SOLICITED ON BEHALF OF THE
BOARD OF TRUSTEES (the Board)
PROXY FOR THE JOINT ANNUAL MEETING
OF SHAREHOLDERSTO BE HELD JULY 16,
2010
The undersigned holder of XXXXX Shares of «FUND_NAME» hereby appoints Philip A. Taylor, John M.
Zerr and Sheri Morris, and any one of them separately, proxies with full power of substitution in
each, and hereby authorizes them to represent and to vote, as designated on the reverse of this
proxy card, at the Joint Annual Meeting of Shareholders on July 16, 2010, at 3:30 p.m., Central
Time, and at any adjournment or postponement thereof, all of the XXXXX Shares of the Fund which the
undersigned would be entitled to vote if personally present.
IF THIS PROXY IS SIGNED AND RETURNED
WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED FOR THE APPROVAL OF THE PROPOSAL AND IN THE
DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
NOTE: If you
vote by telephone or on the Internet, please do NOT
return your proxy card.
Proxy must be signed and dated below.
The undersigned hereby acknowledges receipt of
the accompanying Notice of Meeting and Joint
Proxy Statement for the Meeting to be held on
July 16, 2010.
Dated ___
Signature(s) (If held jointly, both holders must sign.)
(Sign in the Box)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON
THIS PROXY CARD.
All joint owners should sign. When
signing as executor, administrator, attorney, trustee or
guardian or as custodian for a minor, please give full
title as such. If a corporation, limited liability
company, or partnership, please sign in full entity name
and indicate the signers position with the entity.
|
Please fill in box as shown using black or blue ink or number 2
pencil. X
PLEASE DO NOT USE FINE POINT PENS.
This proxy is solicited on behalf of the Board. The Board recommends voting FOR the proposal.
Important Notice Regarding the Availability of Proxy Materials for the Meeting
to be Held on July 16, 2010: The Proxy Statement is available at
https://www.proxy-direct.com/inv21513.
Election of Trustees The Board of Trustees recommends a vote
FOR all the nominees listed:
1. Election of Trustees by holders of XXXXX Shares:
(1) Albert R. Dowden (4) Hugo F. Sonnenschein
(2) Lewis F. Pennock (5) Raymond Stickel, Jr.
(3) Prema Mathai-Davis
FOR ALL NOMINEES ? WITHHOLD ?
|
FOR ALL EXCEPT ?
___
To withhold authority for any individual nominee, check
For All Except and write the nominees name on line
above.
To transact such other business as may properly come before the
Meeting or any adjournments thereof.
PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
Please vote, sign and date this proxy card and return it in the enclosed envelope.
|
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