def14a
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 þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12
INVESCO QUALITY MUNICIPAL INVESTMENT TRUST
(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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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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Form, Schedule or Registration Statement No.: |
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INVESCO
QUALITY MUNICIPAL INVESTMENT TRUST
1555
Peachtree Street, N.E.
Atlanta,
Georgia 30309
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
To Be Held August 4,
2011
Notice is hereby given to the holders of common shares of
beneficial interest (the Common Shares) and the
holders of preferred shares of beneficial interest (the
Preferred Shares) of Invesco Quality Municipal
Investment Trust (the Fund) that the Annual Meeting
of Shareholders of the Fund (the Meeting) will be
held at 11 Greenway Plaza, Suite 2500, Houston, Texas
77046, on August 4, 2011 at 3:00 p.m. C.D.T., for the
following purposes:
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1.
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To elect five Trustees by the holders of Common Shares and
Preferred Shares voting together. Each elected Trustee shall
serve for a three-year term or until a successor shall have been
duly elected and qualified.
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2.
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To elect one Trustee by the holders of Preferred Shares voting
separately. The elected Trustee shall serve for a three-year
term or until a successor shall have been duly elected and
qualified.
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3.
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To transact such other business as may properly come before the
Meeting or any adjournments thereof.
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Holders of record of the Common Shares and Preferred Shares of
the Fund at the close of business on May 18, 2011 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
July 6, 2011
The 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 Fund by calling
1-800-341-2929,
Option 2, or by writing to the Secretary of the Fund at 1555
Peachtree Street, N.E., Atlanta, Georgia 30309.
Shareholders of the Fund are invited to attend the Meeting in
person. If you do not expect to attend the Meeting in person,
please indicate your voting instructions on the enclosed proxy
card(s), 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 card(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/us.
The Board of Trustees of the Fund recommends that you cast your
vote FOR ALL of the nominees for the Board of Trustees
listed in this 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.
PROXY
STATEMENT
INVESCO QUALITY MUNICIPAL INVESTMENT TRUST
1555 Peachtree Street, N.E.
Atlanta, Georgia 30309
ANNUAL MEETING OF SHAREHOLDERS
August 4, 2011
Important notice regarding the availability of proxy
materials for the meeting to be held on August 4, 2011: the
proxy
statement is available at the website address located on the
enclosed proxy card.
Introduction
This Proxy Statement is being furnished in connection with the
solicitation of proxies by the Board of Trustees (the
Board) of the Invesco Quality Municipal Investment
Trust (the Fund) to be voted at the Annual Meeting
of Shareholders of the Fund, and all adjournments thereof (the
Meeting), to be held at 11 Greenway Plaza,
Suite 2500, Houston, Texas 77046, on August 4, 2011,
at 3:00 p.m. C.D.T. The Meeting will be an annual meeting
for the Fund. The approximate mailing date of this Proxy
Statement and accompanying proxy cards is July 11, 2011.
Participating in the Meeting are holders of common shares of
beneficial interest (the Common Shares) and holders
of preferred shares of beneficial interest (the Preferred
Shares). Annex A to this Proxy Statement includes
information on the number of outstanding Common Shares and
Preferred Shares of the Fund. The Common Shares and the
Preferred Shares of the Fund are sometimes referred to herein
collectively as the Shares.
The Board has fixed the close of business on May 18, 2011
as the record date (the Record Date) for the
determination of holders of Shares of the Fund entitled to vote
at the Meeting.
If you have any questions about a 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/us.
The 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 Fund by calling
1-800-341-2929,
Option 2, or by writing to the Secretary of the Fund at 1555
Peachtree Street, N.E., Atlanta, Georgia 30309.
The following table summarizes the proposals (each a
Proposal and, together, the Proposals)
to be presented at the Meeting and the shareholders entitled to
vote.
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Shareholders
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Nominees for
Election:
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Entitled to
Vote
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Proposal 1:
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David C. Arch, Bob R. Baker, Larry Soll, Philip A. Taylor, and
Wayne W. Whalen
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Common and Preferred, voting together
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Proposal 2:
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Frank S. Bayley
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Preferred, voting separately
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1
PROPOSAL 1:
ELECTION
OF TRUSTEES BY COMMON AND PREFERRED
SHAREHOLDERS
VOTING TOGETHER
Proposal 1 relates to the election of Trustees by holders
of Common and Preferred Shares voting together. Under
Proposal 1, holders of Common Shares and holders of
Preferred Shares will vote together with respect to the election
of David C. Arch, Bob R. Baker, Larry Soll, Philip A. Taylor,
and Wayne W. Whalen.
The Board recommends a vote FOR ALL of the
nominees listed in this Proxy Statement for Proposal 1.
If elected, each nominee will serve until the later of the
Funds Annual Meeting of Shareholders in 2014 or until his
or her successor has been duly elected and qualified. As in the
past, only one class of Trustees is being submitted to
shareholders of the Fund for election at the Meeting. The
Declaration of Trust of the Fund provides that the Board shall
be divided into three classes, which must be as nearly equal in
number as possible. 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 the Fund for up to a two-year period.
The foregoing is subject to the provisions of the Investment
Company Act of 1940, as amended (the 1940 Act),
applicable state law based on the state of organization of the
Fund, and the Funds Declaration of Trust and Bylaws. The
Trustees that comprise each class are listed below:
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Class
I*
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Class
II**
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Class
III***
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David C. Arch
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James T. Bunch
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Albert R. Dowden
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Bob R. Baker
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Bruce L. Crockett
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Prema
Mathai-Davis
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Frank S.
Bayley
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Rod Dammeyer
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Hugo F. Sonnenschein
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Larry Soll
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Jack M. Fields
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Raymond Stickel, Jr.
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Philip A. Taylor
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Martin L. Flanagan
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Wayne W. Whalen
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Carl Frischling
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*
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To serve until the year 2014 Annual
Meeting or until their successors have been duly elected and
qualified.
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**
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Currently serving until the year
2012 Annual Meeting or until their successors have been duly
elected and qualified.
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***
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Currently serving until the year
2013 Annual Meeting or until their successors have been duly
elected and qualified.
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Elected solely by Preferred Shares.
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Information
Regarding the Trustees
The business and affairs of the Fund are managed under the
direction of the Board. The tables below list the incumbent
Trustees and nominees for Trustee, their principal occupations,
other directorships held by them during the past five years, and
any affiliations with Invesco Advisers, Inc. (the
Adviser), the Funds investment 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 Fund generally serve three-year
terms or until their successors are duly elected and qualified.
The address of each Trustee is 1555 Peachtree Street, N.E.,
Atlanta, Georgia 30309.
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Interested
Trustees
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Number of
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Other
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Name, Year of
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Funds in Fund
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Trusteeship(s)/
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Birth and
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Complex
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Directorship(s)
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Position(s)
Held
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Trustee
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Principal
Occupation(s)
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Overseen by
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Held by
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with the
Fund
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Since
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During Past
5 Years
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Trustee
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Trustee
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Martin L.
Flanagan(1)
1960
Trustee
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2010
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Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Adviser to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business.
Formerly: Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization).
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141
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None
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2
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Interested
Trustees
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Number of
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Other
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Name, Year of
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Funds in Fund
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Trusteeship(s)/
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Birth and
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Complex
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Directorship(s)
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Position(s)
Held
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Trustee
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Principal
Occupation(s)
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Overseen by
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Held by
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with the
Fund
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Since
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During Past
5 Years
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Trustee
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Trustee
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Philip A.
Taylor(2)
1954
Trustee, President
and Principal
Executive Officer
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2010
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Head of North American Retail and Senior Managing Director,
Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief
Executive Officer, Invesco Advisers, Inc. (formerly known as
Invesco Institutional (N.A.), Inc.) (registered investment
adviser); Director, Chairman, Chief Executive Officer and
President, Invesco Management Group, Inc. (formerly Invesco Aim
Management Group, Inc.) (financial services holding company);
Director and President, INVESCO Funds Group, Inc. (registered
investment adviser and registered transfer agent); Director and
Chairman, Invesco Investment Services, Inc. (formerly known as
Invesco Aim Investment Services, Inc.) (registered transfer
agent) and IVZ Distributors, Inc. (formerly known as INVESCO
Distributors, Inc.) (registered broker dealer); Director,
President and Chairman, Invesco Inc. (holding company) and
Invesco Canada Holdings Inc. (holding company); Chief Executive
Officer, Invesco Corporate Class Inc. (corporate mutual fund
company) and Invesco Canada Fund Inc. (corporate mutual fund
company); Director and Chief Executive Officer, Invesco Trimark
Ltd./Invesco Trimark Ltèe (registered investment adviser
and registered transfer agent); Trustee, President and Principal
Executive Officer, The Invesco Funds (other than AIM
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); Director, Van Kampen Asset Management;
Director, Chief Executive Officer and President, Van Kampen
Exchange Corp.
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141
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None
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Formerly: Director and Chairman, Van Kampen Investor Services
Inc.; Director, Chief Executive Officer and President, 1371
Preferred Inc. (holding company) and Van Kampen Investments
Inc.; Director and President, AIM GP Canada Inc. (general
partner for limited partnerships) and Van Kampen Advisors Inc.;
Director and Chief Executive Officer, Invesco Trimark Dealer
Inc.; Director, Invesco Distributors, Inc. (formerly known as
Invesco Aim Distributors, Inc.) (registered broker dealer);
Manager, Invesco PowerShares Capital Management LLC; Director,
Chief Executive Officer and President, Invesco Advisers, Inc.;
Director, Chairman, Chief Executive Officer and President,
Invesco Aim Capital Management, Inc.; President, Invesco Trimark
Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe;
Director and President, AIM Trimark Corporate Class Inc. and AIM
Trimark Canada Fund Inc.; Senior Managing Director, Invesco
Holding Company Limited; 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 AIM
Trimark Canada Fund Inc.
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Wayne W.
Whalen(3)
1939
Trustee
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2010
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Of Counsel, and prior to 2010, partner in the law firm of
Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to
certain funds in the Fund Complex.
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159
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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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Other
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Name, Year of
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Funds in Fund
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Trusteeship(s)/
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Birth and
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Complex
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Directorship(s)
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Position(s)
Held
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Trustee
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Principal
Occupation(s)
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Overseen by
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Held by
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with the
Fund
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Since
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During Past
5 Years
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Trustee
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Trustee
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Bruce L. Crockett
1944
Trustee and Chair
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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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141
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ACE Limited (insurance company); and Investment Company
Institute.
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David C. Arch
1945
Trustee
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2010
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Chairman and Chief Executive Officer of Blistex Inc., a consumer
health care products manufacturer.
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159
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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
1936
Trustee
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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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141
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None
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Frank S. Bayley
1939
Trustee
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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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141
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Director and Chairman, C.D. Stimson Company (a real estate
investment company).
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3
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Independent
Trustees
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Number of
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Other
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Name, Year of
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Funds in Fund
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Trusteeship(s)/
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Birth and
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Complex
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Directorship(s)
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Position(s)
Held
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Trustee
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Principal
Occupation(s)
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Overseen by
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Held by
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with the
Fund
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Since
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During Past
5 Years
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Trustee
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Trustee
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James T. Bunch
1942
Trustee
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2010
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Managing Member, Grumman Hill Group LLC (family office private equity management).
Formerly: Founder, Green, Manning & Bunch Ltd. (investment banking firm)(1988-2010); Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation.
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141
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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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Rod Dammeyer
1940
Trustee
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2010
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President of CAC, LLC, a private company offering capital investment and management advisory services.
Formerly: Prior to January 2004, Director of TeleTech Holdings Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Vice Chairman of Anixter International. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.
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159
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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.
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Albert R. Dowden
1941
Trustee
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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).
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).
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141
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Board of Natures Sunshine Products, Inc.
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Jack M. Fields
1952
Trustee
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2010
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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) and member of the U.S. House of Representatives.
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141
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Administaff
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Carl Frischling
1937
Trustee
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2010
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Partner, law firm of Kramer Levin Naftalis and Frankel LLP.
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141
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Director, Reich & Tang Funds (6 portfolios)
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Prema Mathai-Davis
1950
Trustee
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2010
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Retired.
Formerly: Chief Executive Officer, YWCA of the U.S.A.
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141
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None
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Larry Soll
1942
Trustee
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2010
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Retired.
Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company).
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141
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None
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Hugo F. Sonnenschein
1940
Trustee
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2010
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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.
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159
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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.
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Raymond Stickel, Jr.
1944
Trustee
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2010
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Retired.
Formerly, Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche.
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141
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None
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(1) |
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Mr. Flanagan is considered an
interested person of the Fund because he is an adviser to the
board of directors of the Adviser, and an officer and a director
of Invesco Ltd., the ultimate parent of the Adviser.
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(2) |
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Mr. Taylor is considered an
interested person of the Fund because he is an officer and a
director of the Adviser.
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(3) |
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Mr. Whalen is considered an
interested person of the Fund because he is Of Counsel at the
law firm that serves as legal counsel to the Invesco Van Kampen
closed-end funds, for which the Adviser also serves as
investment adviser.
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4
Board
Leadership Structure
The Board is composed of sixteen Trustees, including thirteen
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 nine
times during the twelve months ended February 28, 2011. 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
the 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 otherwise imposed on such person as a
member of the Board.
Board
Qualifications and Experience
Interested
Trustees.
Martin L. Flanagan, Trustee. Martin Flanagan
has been a member of the Board 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
Fund.
Philip A. Taylor, Trustee. Philip Taylor has
been a member of the Board 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 Fund.
Wayne W. Whalen, Trustee. Mr. Whalen has
been a member of the Board 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 Fund.
Independent
Trustees.
David C. Arch, Trustee. Mr. Arch has been
a member of the Board 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 Fund.
Bob R. Baker, Trustee. Bob R. Baker has been a
member of the Board 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.
5
The Board believes that Mr. Bakers experience as the
CEO of a financial institution and familiarity with the
financial services industry benefits the Fund.
Frank S. Bayley, Trustee. Frank S. Bayley has
been a member of the Board 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.
The Board believes that Mr. Bayleys experience as a
business consultant and a lawyer benefits the Fund.
James T. Bunch, Trustee. James T. Bunch has
been a member of the Board since 2000. From 1988 to 2010
Mr. Bunch was 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. 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. In June 2010, Mr. Bunch
became the Managing Member of Grumman Hill Group LLC, a family
office private equity investment manager.
The Board believes that Mr. Bunchs experience as an
investment banker and investment management lawyer benefits the
Fund.
Bruce L. Crockett, Trustee and Chair. Bruce L.
Crockett has been a member of the Board since 1978, and has
served as Independent Chair of the Board 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. Rod Dammeyer has been a
member of the Board 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 Anixter
International; 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 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 Fund.
Albert R. Dowden, Trustee. Albert R. Dowden
has been a member of the Board 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 Fund.
Jack M. Fields, Trustee. Jack M. Fields has
been a member of the Board 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
6
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,
Mr. Fields 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 Fund.
Carl Frischling, Trustee. Carl Frischling has
been a member of the Board 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 trustees/directors 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 Fund.
Dr. Prema Mathai-Davis,
Trustee. Dr. Prema Mathai-Davis has been a
member of the Board 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 Fund.
Dr. Larry Soll, Trustee. Dr. Larry
Soll has been a member of the Board 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. Hugo F.
Sonnenschein has been a member of the Board 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 Fund.
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 Fund.
7
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 Fund.
The Investments Committee and its
sub-committees
receive regular written reports describing and analyzing the
investment performance of the Fund. In addition, the portfolio
managers of the Fund meet regularly with the
sub-committees
of the Investment Committee to discuss portfolio performance,
including investment risk, such as the impact on the Fund of the
investment in particular securities or instruments, such as
derivatives. To the extent that the 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 the
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 U.S. Securities and Exchange Commission
(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, 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 Fund.
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 Fund
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/Director 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 Fund, 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. Distributions from these
deferral accounts will be paid in cash, generally in equal
quarterly installments over a period of up to
8
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 Fund 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,
the Compliance Committee, the Governance Committee, the
Investments Committee, and the Valuation, Distribution and Proxy
Voting Oversight Committee (the Committees).
The members of the Audit Committee are Messrs. David C.
Arch, Frank S. Bayley, James T. Bunch, Bruce L. Crockett, Rodney
Dammeyer (Vice Chair), Raymond Stickel, Jr. (Chair) and
Dr. 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 Fund; (iii) pre-approve all permissible audit and
non-audit services that are provided to the Fund by its
independent registered public accountant 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 accountant to the Adviser and
certain affiliates of the Adviser; (v) review the audit and
tax plans prepared by the independent registered public
accountant; (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 Fund; (x) review modified or
omitted officer certifications and disclosures; (xi) review
any internal audits of the Fund; (xii) establish procedures
regarding questionable accounting or auditing matters and other
alleged violations; (xiii) set hiring policies for
employees and proposed employees of the Fund 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 Fund. The Audit Committee held thirteen
meetings during the twelve months ended February 28, 2011.
The members of the Compliance Committee are Messrs. Bayley,
Bunch, Dammeyer (Vice Chair), Stickel and Dr. Soll (Chair).
The Compliance Committee is responsible for:
(i) recommending to the Board and the Independent Trustees
the appointment, compensation and removal of the Funds
CCO; (ii) recommending to the Independent Trustees the
appointment, compensation and removal of the Funds Senior
Officer appointed pursuant to the terms of the Assurances of
Discontinuance entered into by the New York Attorney General,
Invesco and INVESCO Funds Group, Inc.; (iii) 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; (iv) reviewing all
reports on compliance matters from the Funds CCO,
(v) reviewing all recommendations made by the Senior
Officer regarding the Advisers compliance procedures,
(vi) 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; (vii) overseeing all of the compliance
policies and procedures of the Fund and its service providers
adopted pursuant to
Rule 38a-1
of the 1940 Act; (viii) from time to time, reviewing
certain matters related to redemption fee waivers and
recommending to the Board whether or not to approve such
matters; (ix) receiving and reviewing quarterly reports on
the activities of the Advisers Internal Compliance
Controls Committee; (x) reviewing all reports made by the
Advisers CCO; (xi) reviewing and recommending to the
Independent Trustees whether to approve procedures to
investigate matters brought to the attention of the
Advisers ombudsman; (xii) risk management oversight
with respect to the Fund and, in connection therewith, receiving
and overseeing risk management reports from Invesco Ltd. that
are applicable to the Fund or its service providers; and
(xiii) overseeing potential conflicts of interest that are
reported to the Compliance Committee by the Adviser, the CCO,
the Senior Officer
and/or the
Compliance Consultant. The Compliance Committee held six
meetings during the twelve months ended February 28, 2011.
The members of the Governance Committee are Messrs. Arch,
Bob R. Baker, Crockett, Albert R. Dowden (Chair), Jack M. Fields
(Vice Chair), Carl Frischling, Hugo F. Sonnenschein and
Dr. Prema Mathai-Davis. 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 Fund 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 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/us.
9
The Governance Committee will consider nominees recommended by a
shareholder to serve as Trustee, provided: (i) 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; and
(ii) that the Governance Committee or the Board, as
applicable, shall make the final determination of persons to be
nominated. Notice procedures set forth in the Funds bylaws
require that any shareholder desiring to nominate a Trustee for
election at a shareholder meeting must submit to the Funds
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 six
meetings during the twelve months ended February 28, 2011.
The members of the Investments Committee are Messrs. Arch,
Baker (Vice Chair), Bayley (Chair), Bunch (Vice Chair),
Crockett, Dammeyer, Dowden, Fields, Martin L. Flanagan,
Frischling, Sonnenschein, Stickel, Philip A. Taylor, Wayne W.
Whalen, and Drs. Mathai-Davis (Vice Chair) and Soll. 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
(as defined below); and (ii) review all proposed and
existing advisory and
sub-advisory
arrangements for the Fund, and to recommend what action the full
Board 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 Invesco 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 Investments Committee held six meetings
during the twelve months ended February 28, 2011.
The members of the Valuation, Distribution and Proxy Oversight
Committee are Messrs. Baker, Dowden, Fields, Frischling
(Chair), Sonnenschein (Vice Chair), Whalen and
Dr. Mathai-Davis. 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
Invesco Funds (i) in the valuation of the Invesco
Funds portfolio securities consistent with the Pricing
Procedures, (ii) in oversight of the creation and
maintenance by the principal underwriters of the Invesco 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 Invesco Funds, (iii) in the
review of existing distribution arrangements for the Invesco
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 Invesco
Funds; and (b) to make regular reports to the full Boards
of the Invesco 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 information from the principal
underwriters to the Invesco Funds regarding distribution and
marketing of the Invesco 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 (the Guidelines) and the
Proxy Policies and Procedures (the Proxy Procedures)
by the Adviser and the
Sub-Advisers
(as defined below), reviewing the Quarterly Proxy Voting Report
and making recommendations to the full Board with respect
thereto, (ii) reviewing the Guidelines and the Proxy
Procedures and information provided by the Adviser and the
Sub-Advisers
(as defined below) 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 was formed effective January 1, 2008. It
succeeded the Valuation Committee, which existed prior to 2008.
The Valuation, Distribution and Proxy Oversight Committee held
five meetings during the twelve months ended February 28,
2011.
10
Trustees are encouraged to attend shareholder meetings, but the
Board has no set policy requiring Board member attendance at
meetings.
Shareholder
Communications
Shareholders may send communications to each Funds Board.
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 Fund or directly to
such Trustee at the address specified for such Trustee above.
Other shareholder communications received by the 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 recommends a vote FOR ALL of the
nominees listed in this Proxy Statement for Proposal 1.
PROPOSAL 2:
ELECTION
OF TRUSTEE SOLELY BY PREFERRED SHAREHOLDERS
Proposal 2 relates to the election of one Trustee solely by
the holders of Preferred Shares of the Fund at the Meeting.
Under Proposal 2, holders of Preferred Shares, voting as a
separate class, will vote with respect to the election of Frank
S. Bayley.
The Board recommends that holders of Preferred Shares vote
FOR Mr. Bayley on Proposal 2.
If elected, Frank S. Bayley will serve until the later of the
Funds Annual Meeting of Shareholders in 2014 or until his
successor has been duly elected and qualified. Mr. Bayley
is in the class of Trustees being submitted to shareholders of
the Fund for election at the Meeting. For more information about
the classes of Trustees, please see Proposal 1.
Information
Regarding the Trustee to be Elected Solely by the Preferred
Shareholders
The table below lists the nominee for Trustee to be elected
solely by the holders of Preferred Shares, his principal
occupations, other directorships held by him during the past
five years, and any affiliations 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. The Trustee will serve a three-year term or his
their successor is duly elected and qualified. The address of
the Trustee is 1555 Peachtree Street, N.E., Atlanta, Georgia
30309. For information on the other Trustees of the Fund, please
see Proposal 1.
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Number of
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Other
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Name, Year of
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Funds in Fund
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Trusteeship(s)/
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Birth and
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Complex
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Directorship(s)
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Position(s)
Held
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Trustee
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Principal
Occupation(s)
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Overseen by
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Held by
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with the
Fund
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Since
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During Past
5 Years
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Trustee
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Trustee
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Frank S. Bayley
1939
Independent Trustee
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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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141
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Director and Chairman, C.D. Stimson Company (a real estate
investment company).
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Board
Qualifications and Experience
Frank S. Bayley, Independent Trustee. Frank S.
Bayley has been a member of the Board 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.
The Board believes that Mr. Bayleys experience as a
business consultant and a lawyer benefits the Fund.
For information on the other Trustees, please see
Proposal 1.
Additional
Information
For information on the Boards leadership structure, role
in risk oversight, remuneration of Trustees, Board Committees
and meetings, and shareholder communications, please see
Proposal 1.
The persons named as proxies on the Funds proxy cards will
vote any proxy cards they have received in accordance with the
instructions indicated on those proxy cards, and if no
instructions have been provided will vote FOR
Mr. Bayley. As described below under Voting, if
a quorum is present, the affirmative vote of a majority of the
Preferred Shares of the Fund present at the Meeting in person or
by proxy and entitled to vote at the Meeting is required to
elect the nominee for Trustee of the Fund designated to be
elected
11
solely by the holders of the Preferred Shares of the Fund. In
the event that the nominee does not receive a majority of votes,
Mr. Bayley would continue to sit as the Trustee of the Fund
designated to be elected solely by the holders of the Preferred
Shares.
The Board recommends that holders of Preferred Shares vote
FOR Mr. Bayley on Proposal 2.
VOTING
Shareholders of the 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 each Proposal, with no Share having cumulative
voting rights.
If a quorum is present, the affirmative vote of a majority of
the outstanding Shares of the Fund present in person or by proxy
and entitled to vote at the Meeting is required to elect each
nominee for Trustee of the Fund designated to be elected by the
holders of the outstanding Shares of the Fund. If a quorum is
present, the affirmative vote of a majority of the Preferred
Shares of the Fund present at the Meeting in person or by proxy
and entitled to vote at the Meeting is required to elect a
nominee for Trustee of the Fund designated to be elected solely
by the holders of the Preferred Shares of the Fund. If a quorum
is present, the affirmative vote of a majority of the
outstanding Shares of the Fund present in person or by proxy and
entitled to vote at the Meeting is required to pass any other
proposal that is properly brought before the Meeting.
The Board of the Fund recommends that you cast your vote
FOR ALL of the nominees of the Board of Trustees listed
in this 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 of
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 the Fund entitled to vote must be present
in person or by proxy to have a quorum for the Fund to conduct
business at the Meeting. Abstentions and broker non-votes, if
any, will be deemed to be present at the Meeting for purposes of
determining a quorum, and if received are likely to have the
same effect as a vote against a proposal. Broker non-votes arise
when shares are held in street name by brokers who
have discretion to vote on one proposal, but who have not
received instructions with respect to a non-discretionary
proposal from the beneficial owners or other persons entitled to
vote. Because all the Proposals at the Meeting are expected to
be discretionary, the Fund does not anticipate receiving any
broker non-votes. Moreover, because none of the Proposals
provide for abstentions, the Fund does not anticipate receiving
any abstentions.
In accordance with New York Stock Exchange Rule 452, in the
event that any holders of Preferred Shares fail to provide
voting instructions with respect to their Preferred Shares,
their broker may vote those Preferred Shares for,
against, or withhold, in the same
proportion as the Preferred Shares for which voting instructions
are received in a timely fashion, even if only a small number of
Preferred Shares provide voting instructions. The effect of
proportional voting is that if a large number of Preferred
Shares fail to give voting instructions, a small number of
Preferred Shares may determine the outcome of the vote.
Shareholders who execute proxies may revoke them at any time
before they are voted by filing with the 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. Beneficial owners of
Common Shares who do not provide proxy instructions or who do
not return a proxy card may have their shares voted by their
brokers on a Proposal and by the persons named as proxies on any
other proposals that may properly come before the Meeting.
If a quorum is not present at the Meeting, it may be adjourned
by the Chairman or by a majority of the Shares present or
represented by proxy, to allow additional solicitations of
proxies in order to attain a quorum. The affirmative vote of the
holders of a majority of the Shares in person or represented by
proxy and entitled to vote at the Meeting may also adjourn the
Meeting from time to time if the vote required to approve or
reject any Proposal described in the original notice of the
Meeting is not obtained.
If any other matters are properly presented at the Meeting, the
persons named as proxies on the Funds proxy cards shall
vote proxies in accordance with their best judgment.
OTHER
INFORMATION
Executive
Officers of the Fund
The following information relates to the executive officers of
the Fund. 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 Fund
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 Fund 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 1555 Peachtree
Street, N.E., Atlanta, Georgia 30309.
12
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Name, Year of
Birth
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and Position(s)
Held
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Officer
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with the
Fund
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Since
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Principal
Occupation(s) During Past 5 Years
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Russell C. Burk 1958
Senior Vice President and Senior Officer
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2005
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Senior Vice President and Senior Officer, Invesco Funds.
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John M. Zerr 1962
Senior Vice President, Chief Legal Officer and Secretary
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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.), Van Kampen Exchange Corp., Senior Vice
President, Invesco Advisers, Inc. (formerly known as Invesco
Institutional (N.A.), Inc.) (registered investment adviser);
Senior Vice President and Secretary, Invesco Distributors, Inc.
(formerly known as Invesco Aim Distributors, Inc.); Director,
Vice President and Secretary, Invesco Investment Services, Inc.
(formerly known as Invesco Aim Investment Services, Inc.) and
IVZ Distributors, Inc. (formerly known as INVESCO Distributors,
Inc.); Director and Vice President, INVESCO Funds Group, Inc.;
Senior Vice President, Chief Legal Officer and Secretary, The
Invesco Funds; Manager, Invesco PowerShares Capital Management
LLC; Director, Secretary and General Counsel, Van Kampen Asset
Management; Secretary and General Counsel, Van Kampen Funds
Inc.; and Chief Legal Officer, PowerShares Exchange-Traded Fund
Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares
India Exchange-Traded Fund Trust and PowerShares Actively
Managed Exchange-Traded Fund Trust.
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Formerly: Director and Secretary, Van Kampen Advisors, Inc.;
Director, Vice President, Secretary and General Counsel, Van
Kampen Investor Services, Inc.; Director, Invesco Distributors,
Inc. (formerly known as Invesco Aim Distributors, Inc.);
Director, Senior Vice President, General Counsel and Secretary,
Invesco Advisers, Inc. and Van Kampen Investments Inc.;
Director, Vice President and Secretary, Fund Management Company;
Director, Senior Vice President, Secretary, General Counsel and
Vice President, Invesco Aim Capital Management, Inc.; Chief
Operating Officer and General Counsel, Liberty Ridge Capital,
Inc. (an investment adviser); Vice President and Secretary, PBHG
Funds (an investment company) and PBHG Insurance Series Fund (an
investment company); Chief Operating Officer, General Counsel
and Secretary, Old Mutual Investment Partners (a broker-dealer);
General Counsel and Secretary, Old Mutual Fund Services (an
administrator) and Old Mutual Shareholder Services (a
shareholder servicing center); Executive Vice President, General
Counsel and Secretary, Old Mutual Capital, Inc. (an investment
adviser); and Vice President and Secretary, Old Mutual Advisors
Funds (an investment company).
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Sheri Morris 1964
Vice President, Treasurer and Principal Financial Officer
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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.)
(registered investment adviser).
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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 1960
Vice President
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1993
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Head of Invescos World Wide Fixed Income and Cash
Management Group; Senior Vice President, Invesco Management
Group, Inc. (formerly known as Invesco Aim Management Group,
Inc.) and Invesco Advisers, Inc. (formerly known as Invesco
Institutional (N.A.), Inc.) (registered investment adviser);
Executive Vice President, Invesco Distributors, Inc. (formerly
known as Invesco Aim Distributors, Inc.); 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); and 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: Senior Vice President, Van Kampen Investments Inc.;
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 1967
Anti-Money Laundering Compliance Officer
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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 Fund
Trust II, PowerShares India Exchange-Traded Fund Trust,
PowerShares Actively Managed Exchange-Traded Fund Trust, Van
Kampen Asset Management and Van Kampen Funds Inc.
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Formerly: Anti-Money Laundering Compliance Officer, Van Kampen
Investor Services Inc., 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 1958
Chief Compliance Officer
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2006
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Senior Vice President, Invesco Management Group, Inc. (formerly
known as Invesco Aim Management Group, Inc.), Van Kampen
Investments Inc. and Van Kampen Exchange Corp.; Senior Vice
President and Chief Compliance Officer, Invesco Advisers, Inc.
(registered investment adviser) (formerly known as Invesco
Institutional (N.A.), Inc.); Chief Compliance Officer, The
Invesco Funds, PowerShares Exchange-Traded Fund Trust,
PowerShares Exchange-Traded Fund Trust II, PowerShares India
Exchange-Traded Fund Trust, PowerShares Actively Managed
Exchange-Traded Fund Trust, INVESCO Private Capital Investments,
Inc. (holding company) and Invesco Private Capital, Inc.
(registered investment adviser); Vice President, Invesco
Distributors, Inc. (formerly known as Invesco Aim Distributors,
Inc.), Invesco Investment Services, Inc. (formerly known as
Invesco Aim Investment Services, Inc.) and Van Kampen Investor
Services Inc.
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Formerly: Senior Vice President, Van Kampen Investments Inc.;
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., Invesco Senior Secured Management, Inc. (registered
investment adviser) and Van Kampen Investor Services Inc.; Vice
President, Invesco Aim Capital Management, Inc. and Fund
Management Company.
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13
Shareholder
Information
The persons who, according to publicly available filings with
the SEC, held of record more than 5% of the Common Shares or
Preferred Shares of the Fund as of June 29, 2011 are set
forth in Annex C. To the knowledge of the Fund, no other
person owns, directly or beneficially, 5% or more of the Common
Shares or Preferred Shares of the Fund. As of June 29,
2011, no Trustee or executive officer owned, directly or
beneficially, Common Shares or Preferred Shares of the Fund. As
of December 31, 2010, each Trustee beneficially owned
equity securities of other funds in the Invesco
Fund Complex overseen by the Trustees in the dollar range
amounts specified in Annex D.
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 the 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 the
Fund, the 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.
Investment
Adviser
The investment adviser for the Fund is Invesco Advisers, Inc.
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 the 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 Fund. 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. (each a
Sub-Adviser
and, collectively, the
Sub-Advisers).
The Adviser and each
Sub-Adviser
are indirect wholly owned subsidiaries of Invesco Ltd.
Other
Service Providers
The 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 the Fund which are not required to be
performed by the Adviser under its investment advisory agreement
with the Fund. The custodian for the Fund is State Street Bank
and Trust Company, One Lincoln Street, Boston,
Massachusetts 02111. The transfer agent for the Fund is
Computershare Trust Company, N.A.,
P.O. Box 43078, Providence, Rhode Island
02940-3078.
Independent
Registered Public Accounting Firm
The Audit Committee of the Board of Trustees of the Trust
appointed, and the Board of Trustees ratified and approved,
PricewaterhouseCoopers LLP (PWC) as the independent
registered public accounting firm of the Fund for the fiscal
year ended October 31, 2010. Prior to May 31, 2010,
the fund was audited by a different independent registered
public accounting firm (the Prior Auditor). The
Board of Trustees selected a new independent auditor for the
Funds current fiscal year in connection with the
appointment of Invesco Advisers as investment adviser to the
Fund (New Advisory Agreement). Effective
June 1, 2010, the Prior Auditor resigned as the independent
registered public accounting firm of the Fund.
The Prior Auditors report on the financial statements of
the Fund for the past two years did not contain an adverse
opinion or a 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 procedures which, if not
resolved to the Prior Auditors satisfaction, would have
caused it to make reference to that matter in connection with
its report.
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 Fund (Covered Entities), were billed the
amounts listed in Annex E by PwC and the Prior Auditor
during the Funds stub fiscal year ended February 28,
2011 and the two prior fiscal years.
The audit committee of the Board has considered whether the
provision of non-audit services performed by PwC to the Fund 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 Fund and
100% of such services were pre-approved by the audit committee
pursuant to the audit committees
14
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/us.
The Audit Committee of the Fund reviewed and discussed the last
audited financial statements of the Fund with management and
with PwC. In the course of its discussions, the Audit Committee
discussed with PwC any relevant matters required to be discussed
under Statement on Auditing Standards No. 61. Based on this
review, the Audit Committee recommended to the Board of the Fund
that the Funds audited financial statements be included in
the Funds Annual Report to Shareholders for the most
recent fiscal year for filing with the SEC. The Audit Committee
received the written disclosures and the letter from PwC
required under Public Company Accounting Oversight Boards
Ethics & Independence Rule 3526 and has discussed
with PwC its independence with respect to the Fund. The 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 Messrs. David C. Arch,
Frank S. Bayley, James T. Bunch, Bruce L. Crockett, Rodney
Dammeyer (Vice Chair), Raymond Stickel, Jr. (Chair) and
Dr. Larry Soll.
It is not expected that representatives of PwC will attend the
Meeting. In the event representatives of PwC 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 Fund. The Fund
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 Fund. 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 Fund,
the Adviser or its affiliates, by the transfer agents of the
Fund and by dealers or their representatives. The Fund has also
retained The Altman Group, Inc. (The Altman Group),
a professional proxy solicitation firm, to assist in additional
proxy solicitation. As the date of the Meeting approaches,
certain shareholders may receive a telephone call from a
representative of The Altman Group if their votes have not yet
been received. The estimated cost of solicitation by The Altman
Group is approximately $1,500.
Shareholder
Proposals
Shareholder proposals intended to be presented at the year 2012
annual meeting of shareholders for the 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 6,
2012, 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 2012 annual
meeting of shareholders without having the proposal included in
the Funds proxy statement, then such proposal must be
received by the Funds Secretary at the Funds
principal executive offices not earlier than April 13, 2012
and not later than May 15, 2012. If a shareholder fails to
give notice by April 23, 2012, then the persons named as
proxies in the proxies solicited by the Board for the 2012
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
the Fund should send such proposal to the Funds Secretary
at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309, Attn:
Secretary.
General
Management of the 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 best judgment
of the persons acting under the proxies.
Failure of a quorum to be present at the Meeting for the Fund
may necessitate adjournment and may subject the Fund to
additional expense.
If you cannot be present in person, you are requested to fill
in, sign and return the enclosed proxy card(s), 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
July 6, 2011
15
ANNEX A
Number of
Shares Outstanding
The following information is as of May 18, 2011, the Record
Date.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Common
|
|
|
|
|
Stock
|
|
Shares
|
|
Number of
Preferred
|
Legal
Name
|
|
Symbol
|
|
Outstanding
|
|
Shares
Outstanding
|
|
Invesco Quality Municipal Investment Trust
|
|
IQT
|
|
|
13,865,371
|
|
|
|
1,247
|
|
The Fund 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 of the Fund who was not affiliated with
the Adviser during the year ended December 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated
|
|
|
|
|
|
|
|
|
|
Pension or
|
|
|
Annual
|
|
|
Total
|
|
|
|
|
|
|
Retirement
|
|
|
Benefits from
|
|
|
Compensation
|
|
|
|
Aggregate
|
|
|
Benefits
|
|
|
Invesco
|
|
|
Before
|
|
|
|
Compensation
|
|
|
Accrued by
|
|
|
Funds
|
|
|
Deferral from
|
|
|
|
from the
|
|
|
All Invesco
|
|
|
Upon
|
|
|
Invesco
|
|
Name of
Trustee
|
|
Fund(1)
|
|
|
Funds(2)
|
|
|
Retirement(3)
|
|
|
Funds(4)
|
|
|
Interested Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wayne W.
Whalen(5)
|
|
$
|
718
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
327,499
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David C.
Arch(5)
|
|
|
752
|
|
|
|
|
|
|
|
|
|
|
|
320,944
|
|
Bob R. Baker
|
|
|
729
|
|
|
|
108,746
|
|
|
|
244,051
|
|
|
|
295,850
|
|
Frank S. Bayley
|
|
|
938
|
|
|
|
105,795
|
|
|
|
192,000
|
|
|
|
350,950
|
|
James T. Bunch
|
|
|
854
|
|
|
|
145,546
|
|
|
|
192,000
|
|
|
|
310,550
|
|
Bruce L. Crockett
|
|
|
1,548
|
|
|
|
100,134
|
|
|
|
192,000
|
|
|
|
606,800
|
|
Rod
Dammeyer(5)
|
|
|
744
|
|
|
|
|
|
|
|
|
|
|
|
335,749
|
|
Albert R. Dowden
|
|
|
894
|
|
|
|
143,542
|
|
|
|
192,000
|
|
|
|
340,200
|
|
Jack M. Fields
|
|
|
666
|
|
|
|
142,508
|
|
|
|
192,000
|
|
|
|
268,250
|
|
Carl
Frischling(6)
|
|
|
770
|
|
|
|
108,746
|
|
|
|
192,000
|
|
|
|
312,700
|
|
Prema Mathai-Davis
|
|
|
729
|
|
|
|
138,797
|
|
|
|
192,000
|
|
|
|
295,850
|
|
Lewis F.
Pennock(7)
|
|
|
656
|
|
|
|
101,519
|
|
|
|
192,000
|
|
|
|
268,250
|
|
Larry Soll
|
|
|
819
|
|
|
|
163,515
|
|
|
|
213,723
|
|
|
|
318,150
|
|
Hugo F.
Sonnenschein(5)
|
|
|
718
|
|
|
|
|
|
|
|
|
|
|
|
310,166
|
|
Raymond Stickel, Jr.
|
|
|
849
|
|
|
|
114,085
|
|
|
|
192,000
|
|
|
|
341,300
|
|
|
|
|
(1) |
|
Amounts
shown are based on the fiscal year ended February 28, 2011.
The total amount of compensation deferred by all Trustees of the
Fund during the fiscal year ended February 28, 2011,
including earnings, was $2,034.
|
|
(2) |
|
During
the fiscal year ended February 28, 2011, the total amount
of expenses allocated to the Fund in respect of such retirement
benefits was $1,137.
|
|
(3) |
|
These
amounts represent the estimated annual benefits payable by the
Invesco Funds upon the Trustees retirement and assumes
each Trustee serves until his or her normal retirement date.
|
|
(4) |
|
All
Trustees, except Messrs. Arch, Dammeyer, Sonnenschein and
Whalen, currently serve as Trustees of 29 registered investment
companies advised by the Adviser. Messrs. Arch, Dammeyer,
Sonnenschein and Whalen currently serve as Trustees of 47
registered investment companies advised by the Adviser.
|
|
(5) |
|
Messrs. Arch,
Dammeyer, Sonnenschein and Whalen were elected as Trustees of
the Fund effective June 15, 2010.
|
|
(6) |
|
During
the fiscal year ended February 28, 2011, the Fund paid $748
in legal fees to Kramer Levin Naftalis & Frankel LLP
for services rendered by such firm as counsel to the Independent
Trustees of the Fund. Mr. Frischling is a partner of such
firm.
|
|
(7) |
|
Effective
as of the close of business on March 31, 2011,
Mr. Lewis F. Pennock resigned as a Trustee.
|
B-1
ANNEX C
Security
Ownership of Certain Beneficial Owners
According to disclosure publicly filed with the SEC, as of
June 29, 2011, the following record owners of Common Shares
or Preferred Shares of the Fund held, directly or beneficially,
the Share percentages indicated below.
|
|
|
|
|
|
|
Invesco Quality
Municipal Investment Trust
|
|
|
|
|
|
|
Common Shares
First Trust Portfolios L.P., First Trust Advisors L.P.,
and The Charger Corporation
|
|
Wheaton, IL
|
|
|
6.9
|
%
|
Preferred Shares
Bulldog Investors, Brooklyn Capital Management, Phillip
Goldstein and Andrew Dakos
|
|
Saddle Brook, NJ
|
|
|
17.56
|
%
|
Bank of America Corporation and affiliates
|
|
Charlotte, NC
|
|
|
51.7
|
%
|
UBS AG and affiliates
|
|
Zurich, Switzerland
|
|
|
7.78
|
%
|
C-1
ANNEX D
Trustee
Beneficial Ownership of Securities
The table below indicates the aggregate dollar range of equity
securities of the Fund and of all funds in the Invesco
Fund Complex owned as of December 31, 2010 by each
Trustee.
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Dollar
Range of Equity
|
|
|
|
|
Securities in all
Registered
|
|
|
Aggregate dollar
range of
|
|
Investment
Companies Overseen
|
|
|
Equity Securities
of the Fund
|
|
by Trustee in
the
|
Name of
Trustee
|
|
owned by
Trustee
|
|
Invesco Fund
Complex
|
|
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
|
(1)
|
Bruce L. Crockett
|
|
|
None
|
|
|
|
Over $100,000
|
(1)
|
Rod Dammeyer
|
|
|
None
|
|
|
|
Over $100,000
|
|
Albert R. Dowden
|
|
|
None
|
|
|
|
Over $100,000
|
|
Jack M. Fields
|
|
|
None
|
|
|
|
Over $100,000
|
(1)
|
Carl Frischling
|
|
|
None
|
|
|
|
Over $100,000
|
(1)
|
Prema Mathai-Davis
|
|
|
None
|
|
|
|
Over $100,000
|
(1)
|
Larry Soll
|
|
|
None
|
|
|
|
Over $100,000
|
(1)
|
Hugo F. Sonnenschein
|
|
|
None
|
|
|
|
Over $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.
|
D-1
ANNEX E
Audit and
Other Fees for the last two fiscal years of the Fund:
The Adviser and any Covered Entities were billed the amounts
listed below by PricewaterhouseCoopers LLP and
Deloitte & Touche LLP during the Funds last two
fiscal years and during the stub fiscal period ended
February 28, 2011. Deloitte & Touche LLP served
as the Funds auditor for fiscal years ended before
June 1, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Audit
Fees
|
|
|
|
|
|
|
Fiscal
|
|
|
|
|
Audit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
Audit
|
|
|
Related
|
|
|
|
|
|
|
|
|
Total Non-
|
|
|
|
|
Fund
|
|
End
|
|
Fees
|
|
|
Fees(1)
|
|
|
Tax
Fees(2)
|
|
|
All
Other
|
|
|
Audit
|
|
|
Total
|
|
|
Invesco Quality Municipal Investment Trust
|
|
11/01/10 to 02/28/11
|
|
$
|
19,250
|
|
|
$
|
4,000
|
|
|
$
|
2,300
|
|
|
|
|
|
|
$
|
2,300
|
|
|
$
|
25,550
|
|
|
|
10/31/10
|
|
$
|
35,000
|
|
|
|
|
|
|
$
|
4,300
|
|
|
|
|
|
|
$
|
4,300
|
|
|
$
|
39,300
|
|
|
|
10/31/09
|
|
$
|
38,450
|
|
|
$
|
6,000
|
|
|
$
|
5,501
|
|
|
|
|
|
|
$
|
11,501
|
|
|
$
|
49,951
|
|
Covered
Entities(3)
|
|
11/01/10 to 02/28/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/31/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/31/09
|
|
|
N/A
|
|
|
$
|
6,909,000
|
|
|
$
|
1,013,000
|
|
|
|
|
|
|
$
|
7,922,000
|
|
|
$
|
7,922,000
|
|
|
|
|
(1) |
|
Audit-Related
Fees represent assurance and related services 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 Fund, or, with respect to the
information for Covered Entities, the tax returns of Covered
Entities.
|
|
(3) |
|
Covered
Entities include the Adviser (excluding
sub-advisers
unaffiliated with the Adviser) and any entity controlling,
controlled by or under common control with the Adviser that
provides ongoing services to the Fund.
|
E-1
EVERY SHAREHOLDERS VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! EASY VOTING
OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com Follow the on-screen
instructions available 24 hours
VOTE BY TELEPHONE Call 1-800-337-3503 Follow the recorded instructions
available 24 hours
VOTE BY MAIL Vote, sign and date your Proxy Card and return it in the
postage-paid envelope 5. Please detach at perforation before mailing.
INVESCO QUALITY MUNICIPAL INVESTMENT TRUST (the Fund) PROXY SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES (the Board) PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 4, 2011
COMMON SHARES The undersigned holder of Common Shares of the Fund 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 Annual Meeting of Shareholders on August 4, 2011, at 3:00 p.m.,
Central Time, and at any adjournment or postponement thereof, all of the Common 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 ALL THE NOMINEES NAMED HEREIN AND
IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING. VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503 PLEASE VOTE VIA THE INTERNET OR
TELEPHONE OR MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. 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. Signature 2011 Date |
EVERY SHAREHOLDERS VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! Important
Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be
Held on August 4, 2011. The Proxy Statement for this meeting is available at:
https://www.proxy-direct.com/CON22577 Please detach at perforation before
mailing. This proxy is solicited on behalf of the Board. The Board recommends voting FOR ALL
of the nominees. TO VOTE, MARK A BOX BELOW IN BLUE OR BLACK INK. Example: Election of
Trustees 1. Election of Trustees by holders of Common Shares and Preferred Shares voting together
The Board recommends a vote FOR ALL of the nominees listed: 01. David C. Arch 04. Philip A.
Taylor 02. Bob R. Baker 05. Wayne W. Whalen 03. Larry Soll INSTRUCTIONS: To withhold
authority to vote for any individual nominee(s), mark the box FOR ALL EXCEPT and write each
nominees number on the line provided below. 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 SIGN AND DATE ON THE REVERSE SIDE
FOR WITHHOLD FOR ALL ALL ALL EXCEPT |
EVERY SHAREHOLDERS VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! EASY
VOTING OPTIONS: VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
Follow the on-screen instructions
available 24 hours
VOTE BY TELEPHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours
VOTE BY MAIL
Vote, sign and date your
Proxy Card and return it in the
postage-paid envelope
Please detach at perforation before mailing. INVESCO QUALITY MUNICIPAL
INVESTMENT TRUST (the Fund) PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES (the
Board) PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 4, 2011 PREFERRED
SHARES The undersigned holder of Preferred Shares of the Fund 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 Annual Meeting of Shareholders on August 4, 2011, at 3:00 p.m.,
Central Time, and at any adjournment or postponement thereof, all of the Preferred 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 ALL THE NOMINEES NAMED HEREIN
AND IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING. VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503 NOTE : PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS
PROXY CARD . 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.
Signature
2011
Date
PLEASE VOTE VIA THE INTERNET OR TELEPHONE OR MARK, SIGN, DATE AND
RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. |
EVERY SHAREHOLDERS VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY!
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of
Shareholders to Be Held on August 4, 2011. The Proxy Statement for this meeting is available
at: https://www.proxy-direct.com/CON22577 Please detach at perforation before mailing.
This proxy is solicited on behalf of the Board. The Board recommends voting FOR ALL of the
nominees listed in Proposal 1 and FOR the nominee listed in Proposal 2. TO VOTE, MARK A BOX
BELOW IN BLUE OR BLACK INK. Example: Election of Trustees FOR WITHHOLD
FOR ALL ALL ALL EXCEPT
Election of Trustees by holders of Preferred Shares and Common Shares voting together
The Board recommends a vote FOR ALL of the nominees listed: 01. David C. Arch 04. Philip A.
Taylor 02. Bob R. Baker 05. Wayne W. Whalen 03. Larry Soll INSTRUCTIONS: To withhold
authority to vote for any individual nominee(s), mark the box FOR ALL EXCEPT and write each
nominees number on the line provided below. FOR WITHHOLD
Election of Trustee solely by holders of Preferred Shares -The Board
recommends a vote FOR the nominee listed: 01. Frank S. Bayley 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 SIGN AND DATE ON THE REVERSE SIDE |