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
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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 CALIFORNIA INSURED MUNICIPAL INCOME TRUST
INVESCO CALIFORNIA QUALITY MUNICIPAL SECURITIES
INVESCO INSURED CALIFORNIA MUNICIPAL SECURITIES
INVESCO HIGH YIELD INVESTMENTS FUND, INC.
INVESCO INSURED MUNICIPAL BOND TRUST
INVESCO INSURED MUNICIPAL INCOME TRUST
INVESCO INSURED MUNICIPAL SECURITIES
INVESCO INSURED MUNICIPAL TRUST
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST II
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST III
INVESCO MUNICIPAL PREMIUM INCOME TRUST
INVESCO NEW YORK QUALITY MUNICIPAL SECURITIES
INVESCO QUALITY MUNICIPAL INCOME TRUST
INVESCO QUALITY MUNICIPAL SECURITIES
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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INVESCO
CLOSED-END FUNDS
1555
Peachtree Street, N.E.
Atlanta,
Georgia 30309
NOTICE OF JOINT ANNUAL MEETING
OF SHAREHOLDERS
To Be Held July 14,
2011
Notice is hereby given to the holders of common shares of
beneficial interest or, as applicable, common stock (the
Common Shares) and, as applicable, the holders of
preferred shares of beneficial interest (the Preferred
Shares) of each of the Invesco Closed-End Funds listed on
Annex A (the Funds) to the attached Joint Proxy
Statement that the Joint Annual Meeting of Shareholders of the
Funds (the Meeting) will be held at 11 Greenway
Plaza, Suite 2500, Houston, Texas 77046, on July 14,
2011 at 3:00 p.m. C.D.T., for the following purposes:
1. To elect Trustees/Directors in the following manner:
(a) With respect to ICS, IMS, MSY, OIA, OIB, and OIC, to
elect six Trustees/Directors by the holders of Common Shares.
Each elected Trustee/Director will serve for a three-year term
or until a successor shall have been duly elected and qualified.
(b) With respect to IIC, IQC, IMC, IIM, IMT, PIA, IQN,
IQI, and IQM, to elect five Trustees/Directors by the holders of
Common Shares and Preferred Shares voting together, and one
Trustee/Director by the holders of Preferred Shares voting
separately. Each elected Trustee/Director shall serve for a
three-year term or until a successor shall have been duly
elected and qualified.
2. To transact such other business as may properly come
before the Meeting or any adjournments thereof.
Holders of record of the Common Shares and, where applicable,
Preferred Shares of each Fund at the close of business on
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/Directors
/s/ John M. Zerr
Senior Vice President, Chief Legal Officer and Secretary
June 6, 2011
Each Fund will furnish, without charge, a copy of its most
recent annual report (and the most recent semiannual report
succeeding the annual report, if any) to any shareholder upon
request. Any such request should be directed to the Secretary of
the respective Fund by calling
1-800-341-2929,
Option 2, or by writing to the Secretary of the respective Fund
at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309.
Shareholders of the Funds 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/Directors of each Fund recommends that you
cast your vote FOR ALL of the nominees for the Board of
Trustees/Directors listed in the Joint Proxy Statement.
Your vote
is important.
Please return your proxy card(s) or record your voting
instructions by telephone or via the
internet promptly no matter how many shares you own.
JOINT
PROXY STATEMENT
INVESCO CLOSED-END FUNDS
1555 Peachtree Street, N.E.
Atlanta, Georgia 30309
JOINT ANNUAL MEETING OF
SHAREHOLDERS
July 14, 2011
IMPORTANT NOTICE REGARDING THE
AVAILABILITY OF PROXY
MATERIALS FOR THE MEETING TO BE HELD ON JULY 14, 2011: THE JOINT
PROXY
STATEMENT IS AVAILABLE AT THE WEBSITE ADDRESS LOCATED ON THE
ENCLOSED PROXY CARDS.
Introduction
This Joint Proxy Statement is being furnished in connection with
the solicitation of proxies by the respective Board of
Trustees/Directors (the Board) of each of the
Invesco Closed-End Funds listed on Annex A to this Joint
Proxy Statement (the Funds) of proxies to be voted
at a Joint Annual Meeting of Shareholders of the Funds, and all
adjournments thereof (the Meeting), to be held at
11 Greenway Plaza, Suite 2500, Houston, Texas 77046,
on July 14, 2011, at 3:00 p.m. C.D.T. The Meeting will
be an annual meeting for each Fund. The approximate mailing date
of this Joint Proxy Statement and accompanying proxy cards is
June 6, 2011.
Participating in the Meeting are holders of common shares of
beneficial interest or, as applicable, common stock (the
Common Shares) and, for those Funds with outstanding
preferred shares of beneficial interest (the Preferred
Shares), the holders of Preferred Shares. Annex A to
this Joint Proxy Statement includes information on the number of
outstanding Common Shares and Preferred Shares of each Fund. The
Common Shares and the Preferred Shares of the Funds are
sometimes referred to herein collectively as the
Shares. The Meeting is scheduled as a joint meeting
because the shareholders of the Funds are expected to consider
and vote on similar matters. The Board has determined that the
use of a joint proxy statement for the Meeting is in the best
interests of the shareholders of each Fund. In the event that a
shareholder of any Fund present at the Meeting objects to the
holding of a joint meeting and moves for an adjournment of the
meeting of such Fund to a time immediately after the Meeting so
that such Funds meeting may be held separately, the
persons named as proxies will vote in favor of such adjournment.
Annex A lists the stock symbols by which the Funds
sometimes are referred to in this Joint Proxy Statement.
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 each Fund entitled to vote
at the Meeting.
If you have any questions about the Proposal, please contact us
at Invesco Investment Services, Inc.s
24-hour
Automated Investor Line at
1-800-341-2929,
Option 1, or on the internet at www.invesco.com/us.
Each Fund will furnish, without charge, a copy of its most
recent annual report (and the most recent semiannual report
succeeding the annual report, if any) to any shareholder upon
request. Any such request should be directed to the Secretary of
the respective Fund by calling
1-800-341-2929,
Option 2, or by writing to the Secretary of the respective Fund
at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309.
The following table summarizes the proposal (the
Proposal) to be presented at the Meeting and the
shareholders entitled to vote.
The
Proposal: Election of Trustees/Directors
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Shareholders
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Funds:
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Nominees for
Election:
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Entitled to
Vote
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ICS, IMS, MSY, OIA, OIB, and OIC
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David C. Arch, Bob R. Baker, Frank S. Bayley, Larry Soll, Philip
A. Taylor, and Wayne W. Whalen
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Common
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IIC, IQC, IMC, IIM, IMT, PIA, IQN, IQI, and IQM
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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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IIC, IQC, IMC, IIM, IMT, PIA, IQN, IQI, and IQM
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Frank S. Bayley
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Preferred, voting separately
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Voting
Shareholders of a Fund on the Record Date are entitled to one
vote per Share, and a proportional vote for each fractional
Share, with respect to the nominees for whom they are entitled
to vote under the Proposal, with no Share having cumulative
voting rights.
The affirmative vote of a majority of the outstanding Shares of
a Fund present in person or by proxy and entitled to vote at the
Meeting is required to elect each nominee for Trustee/Director
of such Fund designated to be elected by the holders of the
outstanding Shares of such Fund. The affirmative vote of a
majority of the Preferred Shares of a Fund present at the
Meeting in person or by proxy and
2
entitled to vote at the Meeting is required to elect a nominee
for Trustee/Director of such Fund designated to be elected by
the holders of the Preferred Shares of each such Fund.
The Board of each Fund recommends that you cast your vote
FOR ALL of the nominees.
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 a Fund entitled to vote
must be present in person or by proxy to have a quorum for such
Fund to conduct business at the Meeting. Abstentions and broker
non-votes will not count as votes in favor of the Proposal, but
will be deemed to be present at the Meeting for purposes of
determining a quorum. 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. Beneficial owners who
do not provide proxy instructions or who do not return a proxy
card may have their shares voted by their brokers in favor of
the Proposal. Because the only proposal is for the election of
Trustees/Directors, the Funds do not expect to receive any
abstentions or broker non-votes.
Shareholders who execute proxies may revoke them at any time
before they are voted by filing with the respective Fund a
written notice of revocation, by delivering a duly executed
proxy bearing a later date, or by attending the Meeting and
voting in person. Shareholders who wish to vote at the Meeting
and who hold their shares in street name through a
brokerage or similar account should obtain a legal
proxy from their broker in order to vote at the Meeting.
The Funds know of no business other than the proposals described
in this Proxy Statement that will, or are proposed to, be
presented for consideration at the Meeting. If any other matters
are properly presented, the persons named on the enclosed proxy
cards shall vote proxies in accordance with their best judgment.
If a quorum is not present at the Meeting, it may be adjourned
by the Chairman (for each Fund except MSY and PIT) or by a
majority of the votes present or represented by proxy, to allow
additional solicitations of proxies in order to attain a quorum.
The shareholders present in person or represented by proxy and
entitled to vote at the Meeting will also have the power to
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 (with proxies being voted for or
against adjournment consistent with the votes for and against
the proposal for which the required vote has not been obtained).
The affirmative vote of the holders of a majority of the Shares
then present in person or represented by proxy shall be required
to adjourn the Meeting.
Investment
Adviser
The investment adviser for each Fund is Invesco Advisers, Inc.
(the Adviser). The Adviser is a wholly owned
subsidiary of Invesco Ltd. The Adviser is located at 1555
Peachtree Street, N.E., Atlanta, GA 30309. The Adviser and its
predecessors have been investment advisers since 1976. The
Adviser has entered into a
sub-advisory
agreement with certain affiliates to serve as
sub-advisers
to each Fund, pursuant to which these affiliated
sub-advisers
may be appointed by the Adviser from time to time to provide
discretionary investment management services, investment advice,
and/or order
execution services to the Funds. These affiliated
sub-advisers,
each of which is a registered investment adviser under the
Investment Advisers Act of 1940, are Invesco Asset Management
Deutschland Gmbh, Invesco Asset Management Limited, Invesco
Asset Management (Japan) Limited, Invesco Australia Limited,
Invesco Hong Kong Limited, Invesco Senior Secured Management,
Inc., and Invesco Trimark Ltd. (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
Each Fund has entered into a master administrative services
agreement with the Adviser, pursuant to which the Adviser
performs or arranges for the provision of accounting and other
administrative services to each Fund which are not required to
be performed by the Adviser under its investment advisory
agreement with each Fund. The custodian for each Fund is State
Street Bank and Trust Company, One Lincoln Street, Boston,
Massachusetts 02111. The transfer agent for each Fund is
Computershare Trust Company, N.A.,
P.O. Box 43078, Providence, Rhode Island
02940-3078.
3
THE
PROPOSAL:
ELECTION
OF TRUSTEES/DIRECTORS
Six Trustees/Directors are to be elected by the shareholders of
each Fund at the Meeting. All nominees have consented to being
named in this Joint Proxy Statement and have agreed to serve if
elected.
With respect to ICS, IMS, MSY, OIA, OIB, and OIC, holders of
Common Shares will vote with respect to the election of David C.
Arch, Bob R. Baker, Frank S. Bayley, Larry Soll, Philip A.
Taylor, and Wayne W. Whalen.
With respect to IIC, IQC, IMC, IIM, IMT, PIA, IQN, IQI, and
IQM, holders of Preferred Shares, voting as a separate class,
will vote with respect to the election of Frank S. Bayley, while
holders of Common Shares and holders of Preferred Shares will
vote together with respect to David C. Arch, Bob R. Baker, Larry
Soll, Philip A. Taylor, and Wayne W. Whalen.
If elected, each nominee will serve until the later of such
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/Directors is being submitted to
shareholders of each Fund for election at the Meeting. The
Declaration of Trust or Articles of Incorporation, as
applicable, of each Fund provides that the Board shall be
divided into three classes, which must be as nearly equal in
number as possible. For each Fund, the Trustees/Directors of
only one class are elected at each annual meeting, so that the
regular term of only one class of Trustees/Directors will expire
annually and any particular Trustee/Director stands for election
only once in each three-year period. This type of classification
may prevent replacement of a majority of Trustees/Directors of a
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 each Fund, each Funds Declaration
of Trust or Articles of Incorporation, as applicable, and each
Funds Bylaws.
The group of Trustees/Directors up for election in any given
year are the same for each Fund. The following table indicates
the Trustees/Directors in each such group and the period for
which each group currently serves:
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Group
I*
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Group
II**
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Group
III***
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Albert R. Dowden
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David C. Arch
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James T. Bunch
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Prema Mathai-Davis
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Bob R. Baker
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Bruce L. Crockett
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Hugo F. Sonnenschein
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Frank S. Bayley
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Rod Dammeyer
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Raymond Stickel, Jr.
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Larry Soll
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Jack M. Fields
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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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Currently serving until the year
2013 Annual Meeting or until their successors have been duly
elected and qualified.
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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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Although each Fund votes on the same Trustees/Directors at the
same time, the classification by which each Fund refers to such
groups is different. IIC, IQC, IMC, IIM, MSY, OIC, IQN, and
IQM classify Group I above as Class I, Group II above
as Class II, and Group III above as Class III.
OIB classifies Group I above as Class II, Group II
above as Class III, and Group III above as
Class I. ICS, IMS, IMT, IQI, OIA, and PIA classify Group I
above as Class III, Group II above as Class I,
and Group III above as Class II.
Information
Regarding the Trustees/Directors
The business and affairs of the Funds are managed under the
direction of the Board. The tables below list the incumbent
Trustees/Directors and nominees for Trustee/Director, their
principal occupations, other directorships held by them 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. Trustees/Directors of the Funds generally serve
three-year terms or until their successors are duly elected and
qualified. The address of each Trustee/Director is 1555
Peachtree Street, N.E., Atlanta, Georgia 30309.
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Interested
Trustees/Directors
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Number of
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Other
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Funds in Fund
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Trusteeship(s)/
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Name, Year of
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Complex
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Directorship(s)
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Birth and
Position(s) Held
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Trustee/Director
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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
Funds
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Since
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During Past
5 Years
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Trustee/Director
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Trustee/Director
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Martin L.
Flanagan(1)
1960 Trustee/Director
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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.
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194
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None
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4
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Interested
Trustees/Directors
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Number of
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Other
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Funds in Fund
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Trusteeship(s)/
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Name, Year of
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Complex
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Directorship(s)
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Birth and
Position(s) Held
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Trustee/Director
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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
Funds
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Since
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During Past
5 Years
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Trustee/Director
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Trustee/Director
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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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Philip A.
Taylor(2)
1954 Trustee/Director, 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
Investments Inc. and Van Kampen Exchange Corp.; Director and
Chairman, Van Kampen Investor Services Inc.: and Director and
President, Van Kampen Advisors, Inc.
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194
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None
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Formerly: Director, Chief Executive Officer and President, 1371
Preferred Inc. (holding company); director and President, AIM GP
Canada Inc. (general partner for limited partnerships); 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/Director
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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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212
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Director of the Abraham Lincoln Presidential Library Foundation.
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Independent
Trustees/Directors
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Number of
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Other
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Funds in Fund
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Trusteeship(s)/
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Name, Year of
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Complex
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Directorship(s)
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Birth and
Position(s) Held
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|
Trustee/Director
|
|
Principal
Occupation(s)
|
|
Overseen by
|
|
Held by
|
with the
Funds
|
|
Since
|
|
During Past
5 Years
|
|
Trustee/Director
|
|
Trustee/Director
|
|
Bruce L. Crockett
1944
Trustee/Director and Chair
|
|
2010
|
|
Chairman, Crockett Technology Associates (technology consulting company).
Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company).
|
|
|
194
|
|
|
ACE Limited (insurance company); and Investment Company
Institute.
|
5
|
|
|
|
|
|
|
|
|
|
|
Independent
Trustees/Directors
|
|
|
|
|
|
|
Number of
|
|
Other
|
|
|
|
|
|
|
Funds in Fund
|
|
Trusteeship(s)/
|
Name, Year of
|
|
|
|
|
|
Complex
|
|
Directorship(s)
|
Birth and
Position(s) Held
|
|
Trustee/Director
|
|
Principal
Occupation(s)
|
|
Overseen by
|
|
Held by
|
with the
Funds
|
|
Since
|
|
During Past
5 Years
|
|
Trustee/Director
|
|
Trustee/Director
|
|
David C. Arch
1945
Trustee/Director
|
|
2010
|
|
Chairman and Chief Executive Officer of Blistex Inc., a consumer
health care products manufacturer.
|
|
|
212
|
|
|
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.
|
Bob R. Baker
1936
Trustee/Director
|
|
2010
|
|
Retired.
Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive Officer, First Columbia Financial Corporation.
|
|
|
194
|
|
|
None
|
Frank S. Bayley
1939
Trustee/Director
|
|
2010
|
|
Retired.
Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie.
|
|
|
194
|
|
|
None
|
James T. Bunch
1942
Trustee/Director
|
|
2010
|
|
Managing Member, Grumman Hill Group LLC (family office private equity management).
Formerly: Founder, Green, Manning & Bunch Ltd. (investment banking firm)(1988-2010); Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation.
|
|
|
194
|
|
|
Vice Chairman of the Board of Governors, Western Golf
Association/Evans Scholars Foundation and Director, Denver Film
Society.
|
Rod Dammeyer
1940
Trustee/Director
|
|
2010
|
|
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.
|
|
|
212
|
|
|
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.
|
Albert R. Dowden
1941
Trustee/Director
|
|
2010
|
|
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).
|
|
|
194
|
|
|
Board of Natures Sunshine Products, Inc.
|
|
|
|
|
Formerly: Director, Continental Energy Services, LLC (oil and
gas pipeline service); Director, CompuDyne Corporation (provider
of product and services to the public security market) and
Director, Annuity and Life Re (Holdings), Ltd. (reinsurance
company); Director, President and Chief Executive Officer, Volvo
Group North America, Inc.; Senior Vice President, AB Volvo;
Director of various public and private corporations; Chairman,
DHJ Media, Inc.; Director Magellan Insurance Company; and
Director, The Hertz Corporation, Genmar Corporation (boat
manufacturer), National Media Corporation; Advisory Board of
Rotary Power International (designer, manufacturer, and seller
of rotary power engines); and Chairman, Cortland Trust, Inc.
(registered investment company).
|
|
|
|
|
|
|
Jack M. Fields
1952
Trustee/Director
|
|
2010
|
|
Chief Executive Officer, Twenty First Century Group, Inc.
(government affairs company); and Owner and Chief Executive
Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate
entertainment), Discovery Global Education Fund (non-profit) and
Cross Timbers Quail Research Ranch (non-profit).
|
|
|
194
|
|
|
Administaff
|
|
|
|
|
Formerly: Chief Executive Officer, Texana Timber LP (sustainable
forestry company) and member of the U.S. House of
Representatives.
|
|
|
|
|
|
|
Carl Frischling
1937
Trustee/Director
|
|
2010
|
|
Partner, law firm of Kramer Levin Naftalis and Frankel LLP.
|
|
|
194
|
|
|
Director, Reich & Tang Funds (6 portfolios)
|
Prema Mathai-Davis 1950
Trustee/Director
|
|
2010
|
|
Retired.
Formerly: Chief Executive Officer, YWCA of the U.S.A.
|
|
|
194
|
|
|
None
|
Larry Soll
1942
Trustee/Director
|
|
2010
|
|
Retired.
Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company).
|
|
|
194
|
|
|
None
|
6
|
|
|
|
|
|
|
|
|
|
|
Independent
Trustees/Directors
|
|
|
|
|
|
|
Number of
|
|
Other
|
|
|
|
|
|
|
Funds in Fund
|
|
Trusteeship(s)/
|
Name, Year of
|
|
|
|
|
|
Complex
|
|
Directorship(s)
|
Birth and
Position(s) Held
|
|
Trustee/Director
|
|
Principal
Occupation(s)
|
|
Overseen by
|
|
Held by
|
with the
Funds
|
|
Since
|
|
During Past
5 Years
|
|
Trustee/Director
|
|
Trustee/Director
|
|
Hugo F. Sonnenschein
1940
Trustee/Director
|
|
2010
|
|
President Emeritus and Honorary Trustee of the University of
Chicago and the Adam Smith Distinguished Service Professor in
the Department of Economics at the University of Chicago. Prior
to July 2000, President of the University of Chicago.
|
|
|
212
|
|
|
Trustee of the University of Rochester and a member of its
investment committee. Member of the National Academy of
Sciences, the American Philosophical Society and a fellow of the
American Academy of Arts and Sciences.
|
Raymond Stickel, Jr.
1944
Trustee/Director
|
|
2010
|
|
Retired.
Formerly, Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche.
|
|
|
194
|
|
|
None
|
|
|
|
(1) |
|
Mr. Flanagan
is considered an interested person of the Funds 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.
|
|
(2) |
|
Mr. Taylor
is considered an interested person of the Funds because he is an
officer and a director of the Adviser.
|
|
(3) |
|
Mr. Whalen
is considered an interested person of the Funds because he is Of
Counsel at the law firm that serves as legal counsel to the
Invesco Van Kampen closed-end funds, for which the Adviser also
serves as investment adviser.
|
Board
Leadership Structure
The Board will be composed of sixteen Trustees/Directors,
including thirteen Trustees/Directors who are not
interested persons of the Funds, as that term is
defined in the 1940 Act (collectively, the Independent
Trustees/Directors and each an Independent
Trustee/Director). 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/Director 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/Directors generally between meetings. The Chairman may
perform such other functions as may be requested by the Board
from time to time. Except for any duties specified herein or
pursuant to a Funds charter documents, the designation of
Chairman does not impose on such Independent Trustee/Director
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/Directors.
Martin L. Flanagan, Trustee/Director. 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
Funds.
Philip A. Taylor, Trustee/Director. 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 Funds.
7
Wayne W. Whalen,
Trustee/Director. 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 Funds.
Independent Trustees/Directors.
David C. Arch, Trustee/Director. 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 Funds.
Bob R. Baker, Trustee/Director. 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.
The Board believes that Mr. Bakers experience as the
CEO of a financial institution and familiarity with the
financial services industry benefits the Funds.
Frank S. Bayley, Trustee/Director. 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 Funds.
James T. Bunch, Trustee/Director. 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
Funds.
Bruce K. Crockett, Trustee/Director 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/Director. 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
8
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 Funds.
Albert R. Dowden, Trustee/Director. 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 Funds.
Jack M. Fields, Trustee/Director. 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
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 Funds.
Carl Frischling, Trustee/Director. 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/Directors. 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 Funds.
Dr. Prema Mathai-Davis,
Trustee/Director. 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 Bioethics
Institute. Dr. Mathai-Davis was the president and chief
executive officer of the Community Agency for Senior Citizens, a
non-profit social service agency that she established in 1981.
She also directed the Mt. Sinai School of Medicine-Hunter
College Long-Term Care Gerontology Center, one of the first of
its kind.
The Board believes that Dr. Mathai-Davis extensive
experience in running public and charitable institutions
benefits the Funds.
Dr. Larry Soll,
Trustee/Director. 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 Funds.
9
Hugo F. Sonnenschein, Trustee/Director. 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 Funds.
Raymond Stickel, Jr.,
Trustee/Director. Raymond Stickel retired after a
35-year
career with Deloitte & Touche. For the last five years
of his career, he was the managing partner of the Investment
Management practice for the New York, New Jersey and Connecticut
region. In addition to his management role, he directed audit
and tax services to several mutual fund clients.
Mr. Stickel began his career with Touche Ross &
Co. in Dayton, Ohio, became a partner in 1976 and managing
partner of the office in 1985. He also started and developed an
investment management practice in the Dayton office that grew to
become a significant source of investment management talent for
the firm. In Ohio, he served as the audit partner on numerous
mutual funds and on public and privately held companies in other
industries. Mr. Stickel has also served on the firms
Accounting and Auditing Executive Committee.
The Board believes that Mr. Stickels experience as a
partner in a large accounting firm working with investment
managers and investment companies, and his status as an Audit
Committee Financial Expert, benefits the Funds.
Board
Role in Risk Oversight
The Board considers risk management issues as part of its
general oversight responsibilities throughout the year at
regular meetings of the Investments, Audit, Compliance and
Valuation, Distribution and Proxy Oversight Committees (as
defined and further described below). These Committees in turn
report to the full Board and recommend actions and approvals for
the full Board to take.
Invesco prepares regular reports that address certain
investment, valuation and compliance matters, and the Board as a
whole or the Committees may also receive special written reports
or presentations on a variety of risk issues at the request of
the Board, a Committee or the Senior Officer. In addition, the
Audit Committee of the Board meets regularly with Invesco
Ltd.s internal audit group to review reports on their
examinations of functions and processes within the Adviser that
affect the Funds.
The Investments Committee and its
sub-committees
receive regular written reports describing and analyzing the
investment performance of the Funds. In addition, the portfolio
managers of the Funds meet regularly with the
sub-committees
of the Investment Committee to discuss portfolio performance,
including investment risk, such as the impact on the Funds of
the investment in particular securities or instruments, such as
derivatives. To the extent that a Fund changes a particular
investment strategy that could have a material impact on the
Funds risk profile, the Board generally is consulted in
advance with respect to such change.
The Adviser provides regular written reports to the Valuation,
Distribution and Proxy Oversight Committee that enable the
Committee to monitor the number of fair valued securities in a
particular portfolio, the reasons for the fair valuation and the
methodology used to arrive at the fair value. Such reports also
include information concerning illiquid securities within a
Funds portfolio. In addition, the Audit Committee reviews
valuation procedures and pricing results with the Funds
independent auditors in connection with such Committees
review of the results of the audit of the Funds year end
financial statement.
The Compliance Committee receives regular compliance reports
prepared by the Advisers compliance group and meets
regularly with the Funds Chief Compliance Officer (CCO) to
discuss compliance issues, including compliance risks. As
required under U.S. Securities and Exchange Commission
(SEC) rules, the Independent Trustees/Directors 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/Directors
Each Trustee/Director 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/Director
also serves as a Trustee/Director of other Invesco Funds. Each
such Trustee/Director receives a fee, allocated among the
Invesco Funds for which he or she serves as a Trustee/Director,
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/Directors have adopted a retirement plan for the
Trustees/Directors who are not employees of the Adviser, which
is secured by the Funds. The Trustees/Directors also have
adopted a retirement policy that permits each
non-Invesco-affiliated Trustee/Director to serve until December
31 of the year in which the Trustee/Director turns 75. A
majority of the Trustees/Directors may extend from time to time
the retirement date of a Trustee/Director.
10
Annual retirement benefits are available from the Funds
and/or the
other Invesco Funds for which a Trustee/Director serves (each, a
Covered Fund), for each Trustee/Director who is not
an employee or officer of the Adviser, who became a
Trustee/Director prior to December 1, 2008, and who has at
least five years of credited service as a Trustee/Director
(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/Directors annual retainer paid to or
accrued by any Covered Fund with respect to such
Trustee/Director 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/Director. 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/Director 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/Directors credited years of service.
If a Trustee/Director dies prior to receiving the full amount of
retirement benefits, the remaining payments will be made to the
deceased Trustees/Directors designated beneficiary
for the same length of time that the Trustee/Director would have
received the payments based on his or her service or, if the
Trustee/Director has elected, in a discounted lump sum payment.
A Trustee/Director must have attained the age of 65 (60 in the
event of death or disability) to receive any retirement benefit.
A Trustee/Director 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/Directors) have each
executed a Deferred Compensation Agreement (collectively, the
Compensation Agreements). Pursuant to the
Compensation Agreements, the Deferring Trustees/Directors have
the option to elect to defer receipt of up to 100% of their
compensation payable by the Funds, and such amounts are placed
into a deferral account and deemed to be invested in one or more
Invesco Funds selected by the Deferring Trustees/Directors.
Distributions from these deferral accounts will be paid in cash,
generally in equal quarterly installments over a period of up to
ten (10) years (depending on the Compensation Agreement)
beginning on the date selected under the Compensation Agreement.
If a Deferring Trustee/Director 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/Directors have the status of
unsecured creditors of the Funds and of each other Invesco Fund
from which they are deferring compensation.
Information on the compensation of the Trustees/Directors 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 Funds; (iii) pre-approve all permissible audit and
non-audit services that are provided to Funds by their
independent registered public accountants to the extent required
by Section 10A(h) and (i) of the Exchange Act;
(iv) pre-approve, in accordance with
Rule 2-01(c)(7)(ii)
of
Regulation S-X,
certain non-audit services provided by the Funds
independent registered public accountants to the Adviser and
certain affiliates of the Adviser; (v) review the audit and
tax plans prepared by the independent registered public
accountants; (vi) review the Funds audited financial
statements; (vii) review the process that management uses
to evaluate and certify disclosure controls and procedures in
Form N-CSR;
(viii) review the process for preparation and review of the
Funds shareholder reports; (ix) review certain tax
procedures maintained by the Funds; (x) review modified or
omitted officer certifications and disclosures; (xi) review
any internal audits of the Funds; (xii) establish
procedures regarding questionable accounting or auditing matters
and other alleged violations; (xiii) set hiring policies
for employees and proposed employees of the Funds who are
employees or former employees of the independent registered
public accountants; and (xiv) remain informed of
(a) the Funds accounting systems and controls,
(b) regulatory changes and new accounting pronouncements
that affect the Funds net asset value calculations and
financial statement reporting requirements, and
(c) communications with regulators regarding accounting and
financial reporting matters that pertain to the Funds. The Audit
Committee held 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/Directors the appointment, compensation and removal of
the Funds CCO; (ii) recommending to the Independent
Trustees/Directors 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
11
Ethics; (vii) overseeing all of the compliance policies and
procedures of the Funds and their service providers adopted
pursuant to
Rule 38a-1
of the 1940 Act; (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/Directors whether to approve procedures to
investigate matters brought to the attention of the
Advisers ombudsman; (xii) risk management oversight
with respect to the Funds and, in connection therewith,
receiving and overseeing risk management reports from Invesco
Ltd. that are applicable to the Funds or their service
providers; and (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/Directors for (a) election as
Trustees/Directors in connection with meetings of shareholders
of the Funds that are called to vote on the election of
Trustees/Directors, (b) appointment by the Board as
Trustees/Directors 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/Directors; (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/Directors; (vii) overseeing the
selection of independent legal counsel to the Independent
Trustees/Directors; (viii) reviewing and approving the
compensation paid to independent legal counsel to the
Independent Trustees/Directors; (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.
The Governance Committee will consider nominees recommended by a
shareholder to serve as Trustee/Director, 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/Directors 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 each
Funds bylaws require that any shareholder of a Fund
desiring to nominate a Trustee/Director 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;
and (ii) review all proposed and existing advisory and
sub-advisory
arrangements for the Funds, and to recommend what action the
full Boards and the Independent Trustees/Directors take
regarding the approval of all such proposed arrangements and the
continuance of all such existing arrangements.
The Investments Committee has established three
Sub-Committees.
The
Sub-Committees
are responsible for: (i) reviewing the performance, fees
and expenses of the Funds that have been assigned to a
particular
Sub-Committee
(for each
Sub-Committee,
the Designated Funds), unless the Investments
Committee takes such action directly; (ii) reviewing with
the applicable portfolio managers from time to time the
investment objective(s), policies, strategies and limitations of
the Designated Funds; (iii) evaluating the investment
advisory,
sub-advisory
and distribution arrangements in effect or proposed for the
Designated Funds, unless the Investments Committee takes such
action directly; (iv) being familiar with the registration
statements and periodic shareholder reports applicable to their
Designated Funds; and (v) such other investment-related
matters as the Investments Committee may delegate to the
Sub-Committee
from time to time. The 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
Funds (i) in the valuation of the Funds portfolio
securities consistent with the Pricing Procedures, (ii) in
oversight of the creation and maintenance by the principal
underwriters of the Funds of an effective distribution and
marketing system to build and maintain an adequate asset base
and to create and maintain economies of scale for the Funds,
(iii) in the review of existing distribution arrangements
for the Funds under
Rule 12b-1
and Section 15 of the 1940 Act, and (iv) in the
oversight of proxy voting on portfolio securities of the Funds;
and (b) to make regular reports to the full Boards of the
Funds.
The Valuation, Distribution and Proxy Oversight Committee is
responsible for: (a) with regard to valuation,
(i) developing an understanding of the valuation process
and the Pricing Procedures, (ii) reviewing the Pricing
Procedures and making recommendations to the full Board with
respect thereto, (iii) reviewing the reports described in
the Pricing Procedures and other information from the Adviser
12
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 Funds regarding distribution and marketing
of the Funds and making recommendations to the full Board with
respect thereto; and (c) with regard to proxy voting,
(i) overseeing the implementation of the Proxy Voting
Guidelines (the Guidelines) and the Proxy Policies
and Procedures (the Proxy Procedures) by the Adviser
and the
Sub-Advisers,
reviewing the Quarterly Proxy Voting Report and making
recommendations to the full Board with respect thereto,
(ii) reviewing the Guidelines and the Proxy Procedures and
information provided by the Adviser and the
Sub-Advisers
regarding industry developments and best practices in connection
with proxy voting and making recommendations to the full Board
with respect thereto, and (iii) in implementing its
responsibilities in this area, assisting the Adviser in
resolving particular proxy voting issues. The Valuation,
Distribution and Proxy Oversight Committee 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.
Trustees/Directors 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/Director by addressing the communication
directly to the Board or individual Trustee/Director
and/or
otherwise clearly indicating that the communication is for the
Board or individual Trustee/Director and by sending the
communication to either the office of the Secretary of the
applicable Fund or directly to such Trustee/Director at the
address specified for such Trustee/Director above. Other
shareholder communications received by any Fund not directly
addressed and sent to the Board will be reviewed and generally
responded to by management, and will be forwarded to the Board
only at managements discretion based on the matters
contained therein.
The Board recommends a vote FOR ALL of the
nominees.
OTHER
INFORMATION
Executive
Officers of the Funds
The following information relates to the executive officers of
the Funds. Each officer also serves in the same capacity for all
or a number of the other investment companies advised by the
Adviser or affiliates of the Adviser. The officers of the Funds
are appointed annually by the Trustees/Directors and serve for
one year or until their respective successors are chosen and
qualified. The Funds officers receive no compensation from
the Funds but may also be officers or employees of the Adviser
or of affiliates of the Adviser and may receive compensation in
such capacities. The address of each officer is 1555 Peachtree
Street, N.E., Atlanta, Georgia 30309.
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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
Funds
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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 Investments Inc. and 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; Director and
Secretary, Van Kampen Advisors Inc.; Secretary and General
Counsel, Van Kampen Funds Inc.; Director, Vice President,
Secretary and General Counsel, Van Kampen Investor Services
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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13
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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
Funds
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Since
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Principal
Occupation(s) During Past 5 Years
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Formerly: Director, Invesco Distributors, Inc. (formerly known
as Invesco Aim Distributors, Inc.); Director, Senior Vice
President, General Counsel and Secretary, Invesco Advisers,
Inc.; Director, Vice President and Secretary, Fund Management
Company; Director, Senior Vice President, Secretary, General
Counsel and Vice President, Invesco Aim Capital Management,
Inc.; Chief Operating Officer and General Counsel, Liberty Ridge
Capital, Inc. (an investment adviser); Vice President and
Secretary, PBHG Funds (an investment company) and PBHG Insurance
Series Fund (an investment company); Chief Operating Officer,
General Counsel and Secretary, Old Mutual Investment Partners (a
broker-dealer); General Counsel and Secretary, Old Mutual Fund
Services (an administrator) and Old Mutual Shareholder Services
(a shareholder servicing center); Executive Vice President,
General Counsel and Secretary, Old Mutual Capital, Inc. (an
investment adviser); and Vice President and Secretary, Old
Mutual Advisors Funds (an investment company).
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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.), Invesco Advisers, Inc. (formerly known as Invesco
Institutional (N.A.), Inc.) (registered investment adviser) and
Van Kampen Investments Inc.; 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: 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, Van Kampen Investor Services Inc., and
Van Kampen Funds Inc.
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Formerly: Anti-Money Laundering Compliance Officer, Fund
Management Company, Invesco Advisers, Inc., Invesco Aim Capital
Management, Inc. and Invesco Aim Private Asset Management, Inc.
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Todd L. Spillane 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 and Chief Compliance Officer,
Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.;
Chief Compliance Officer, Invesco Global Asset Management
(N.A.), Inc. and Invesco Senior Secured Management, Inc.
(registered investment adviser); Vice President, Invesco Aim
Capital Management, Inc. and Fund Management Company.
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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 a Fund as of May 27, 2011 are set forth
in Annex C. To the knowledge of each Fund, no other person
owns, directly or beneficially, 5% or more of the Common Shares
or Preferred Shares of any Fund. As of May 27, 2011, no
Trustee/Director or executive officer owned, directly or
beneficially, Common Shares or Preferred Shares of any Fund. As
of May 27, 2011, each Trustee/Director beneficially owned
equity securities of other funds in the Invesco
Fund Complex overseen by the Trustees/Directors 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/Directors, officers, and investment
advisers, affiliated persons of the investment advisers, and
persons who own more than 10% of a registered class of a
Funds equity securities to file forms with the SEC and the
exchange on which they are listed, reporting their affiliation
with the Fund and reports of ownership and changes in ownership
of Fund Shares. These persons and entities are required by
14
SEC regulations to furnish the Fund with copies of all such
forms they file. Based on a review of these forms furnished to
each Fund, each Fund believes that during its last fiscal year,
its Trustees/Directors, its officers, the Adviser and affiliated
persons of the Adviser complied with the applicable filing
requirements.
Independent
Registered Public Accounting Firm
The Board of each Fund, including a majority of the Independent
Trustees/Directors, appointed, effective June 1, 2010,
PricewaterhouseCoopers, LLP (PWC) as the independent
registered public accounting firm of each Fund. Each Funds
independent registered public accounting firm prior to
May 31, 2010 was Deloitte & Touche LLP
(D&T or the Prior Auditor). The
audit committee of each Fund recommended and approved the
decision to change each Funds independent registered
public accounting firm and such decision was approved by each
Funds Board, including a majority of the Independent
Trustees/Directors, in connection with the change in control of
the Funds investment adviser, and the Adviser becoming
investment adviser to each Fund (Change in Control).
The Change in Control resulted in the Prior Auditor being
prohibited from being engaged by the Funds as independent
registered public accountants for the Funds fiscal years
ended after May 31, 2010 because of certain business
relationships between the accountants and certain affiliates of
the Funds new investment adviser, the Adviser, or its
affiliated companies that are not permitted under the auditor
independence requirements in
Rule 2-01
of
Regulation S-X.
The Funds Board believes that there are operational
efficiencies in having one auditor for all Invesco Funds.
Concurrent with the effective date of the Change in Control, the
Prior Auditor resigned as the independent registered public
accounting firm of each Fund.
The Prior Auditors report on the financial statements of
each 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 procedure which would have
caused it to make reference to that matter in connection with
its report for any Fund.
Audit and
Other Fees
The Adviser, and any entity controlling, controlled by or under
common control with the Adviser that provides ongoing services
to the Funds (Covered Entities), were billed the
amounts listed in Annex E by PwC and the Prior Auditor
during each Funds stub fiscal year ended February 28,
2011 and the two prior fiscal years.
The audit committee of each Board has considered whether the
provision of non-audit services performed by PwC to the Funds
and Covered Entities is compatible with maintaining PwCs
independence in performing audit services. The audit committee
also is required to pre-approve services to Covered Entities to
the extent that the services are determined to have a direct
impact on the operations or financial reporting of the Funds and
100% of such services were pre-approved by the audit committee
pursuant to the audit committees pre-approval policies and
procedures. The Boards pre-approval policies and
procedures are included as part of the Boards audit
committee charter, which is available at www.invesco.com/us.
The Audit Committee of each Fund reviewed and discussed the last
audited financial statements of each 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 each
Fund that each Funds audited financial statements be
included in each Funds Annual Report to Shareholders for
the most recent fiscal year for filing with the 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 each
Fund. Each Fund knows of no direct financial or material
indirect financial interest of PwC in the Fund. As disclosed
above, the members of the Audit Committee are currently
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 Funds. To the
extent the expenses are not billed by a Fund, they will be
allocated among the Funds. The Funds will also reimburse banks,
brokers and others for their reasonable expenses in forwarding
proxy solicitation material to the beneficial owners of the
shares of the Funds. In order to obtain the necessary quorum at
the Meeting, additional solicitations may be made by mail,
telephone, telegraph, facsimile or personal interview by
representatives of the Funds, the Adviser or its affiliates, by
the transfer agents of the Funds and by dealers or their
representatives. The Funds have also retained The Altman Group,
Inc. (The Altman Group), a professional proxy
solicitation firm, to assist in any 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 per Fund.
15
Shareholder
Proposals
Shareholder proposals intended to be presented at the year 2012
annual meeting of shareholders for a Fund pursuant to
Rule 14a-8
under the Exchange Act of 1934, as amended (the Exchange
Act), must be received by the Funds Secretary at the
Funds principal executive offices by February 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
a 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. Any shareholder who wishes
to submit a proposal for consideration at a meeting of such
shareholders Fund should send such proposal to the
respective Funds Secretary at 1555 Peachtree Street, N.E.,
Atlanta, Georgia 30309, Attn: Secretary.
General
Management of each Fund does not intend to present, and does not
have reason to believe that others will present, any other items
of business at the Meeting. However, if other matters are
properly presented to the Meeting for a vote, the proxies will
be voted upon such matters in accordance with the judgment of
the persons acting under the proxies.
Failure of a quorum to be present at the Meeting for any Fund
may necessitate adjournment and may subject such Fund to
additional expense.
If you cannot be present in person, you are requested to fill
in, sign and return the enclosed proxy card(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
June 6, 2011
16
ANNEX A
Funds
Participating in the Meeting
The following list sets forth the Invesco closed-end Funds
participating in the Joint Annual Meeting of Shareholders to be
held at 11 Greenway Plaza, Suite 2500, Houston, Texas
77046 on July 14, 2011, at 3:00 p.m. C.D.T. A
Funds stock symbol is sometimes used to identify a
specific Fund in this Joint Proxy Statement. Information in the
table is as of May 18, 2011, the Record Date.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Common
|
|
|
|
|
|
|
Stock
|
|
Shares
|
|
|
Number of
Preferred
|
|
Legal
Name
|
|
Symbol
|
|
Outstanding
|
|
|
Shares
Outstanding
|
|
|
Invesco California Insured Municipal Income Trust
|
|
IIC
|
|
|
10,467,280
|
|
|
|
919
|
|
Invesco California Quality Municipal Securities
|
|
IQC
|
|
|
8,787,475
|
|
|
|
695
|
|
Invesco High Yield Investments Fund, Inc.
|
|
MSY
|
|
|
11,643,365
|
|
|
|
0
|
|
Invesco Insured California Municipal Securities
|
|
ICS
|
|
|
3,399,954
|
|
|
|
0
|
|
Invesco Insured Municipal Bond Trust
|
|
IMC
|
|
|
3,942,543
|
|
|
|
363
|
|
Invesco Insured Municipal Income Trust
|
|
IIM
|
|
|
20,694,674
|
|
|
|
1,641
|
|
Invesco Insured Municipal Securities
|
|
IMS
|
|
|
6,591,385
|
|
|
|
0
|
|
Invesco Insured Municipal Trust
|
|
IMT
|
|
|
17,484,370
|
|
|
|
1,301
|
|
Invesco Municipal Income Opportunities Trust
|
|
OIA
|
|
|
19,620,473
|
|
|
|
0
|
|
Invesco Municipal Income Opportunities Trust II
|
|
OIB
|
|
|
16,184,386
|
|
|
|
0
|
|
Invesco Municipal Income Opportunities Trust III
|
|
OIC
|
|
|
8,501,253
|
|
|
|
0
|
|
Invesco Municipal Premium Income Trust
|
|
PIA
|
|
|
16,666,875
|
|
|
|
675
|
|
Invesco New York Quality Municipal Securities
|
|
IQN
|
|
|
4,030,280
|
|
|
|
306
|
|
Invesco Quality Municipal Income Trust
|
|
IQI
|
|
|
23,505,263
|
|
|
|
2,753
|
|
Invesco Quality Municipal Securities
|
|
IQM
|
|
|
13,454,167
|
|
|
|
1,100
|
|
Each Fund, except Invesco High Yield Investments Fund, Inc., is
an unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts. Invesco High Yield Investments
Fund, Inc. is a Maryland corporation.
A-1
ANNEX B
Set forth below is information regarding compensation paid or
accrued for each Trustee/Director of the Funds who was not
affiliated with the Adviser during the fiscal year ended
February 28, 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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/Director
|
|
Funds(1)
|
|
|
Funds(2)
|
|
|
Retirement(3)
|
|
|
Funds(4)
|
|
|
Interested Trustees/Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wayne W.
Whalen(5)
|
|
$
|
9,004
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
327,499
|
|
Independent Trustees/Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David C.
Arch(5)
|
|
|
9,474
|
|
|
|
|
|
|
|
|
|
|
|
320,944
|
|
Bob R. Baker
|
|
|
9,071
|
|
|
|
108,746
|
|
|
|
244,051
|
|
|
|
295,850
|
|
Frank S. Bayley
|
|
|
11,900
|
|
|
|
105,795
|
|
|
|
192,000
|
|
|
|
350,950
|
|
James T. Bunch
|
|
|
10,816
|
|
|
|
145,546
|
|
|
|
192,000
|
|
|
|
310,550
|
|
Bruce L. Crockett
|
|
|
19,479
|
|
|
|
100,134
|
|
|
|
192,000
|
|
|
|
606,800
|
|
Rod
Dammeyer(5)
|
|
|
9,365
|
|
|
|
|
|
|
|
|
|
|
|
335,749
|
|
Albert R. Dowden
|
|
|
11,287
|
|
|
|
143,542
|
|
|
|
192,000
|
|
|
|
340,200
|
|
Jack M. Fields
|
|
|
8,272
|
|
|
|
142,508
|
|
|
|
192,000
|
|
|
|
268,250
|
|
Carl
Frischling(6)
|
|
|
9,544
|
|
|
|
108,746
|
|
|
|
192,000
|
|
|
|
312,700
|
|
Prema Mathai-Davis
|
|
|
9,071
|
|
|
|
138,797
|
|
|
|
192,000
|
|
|
|
295,850
|
|
Lewis F.
Pennock(7)
|
|
|
8,129
|
|
|
|
101,519
|
|
|
|
192,000
|
|
|
|
268,250
|
|
Larry Soll
|
|
|
10,231
|
|
|
|
163,515
|
|
|
|
213,723
|
|
|
|
318,150
|
|
Hugo F.
Sonnenschein(5)
|
|
|
9,004
|
|
|
|
|
|
|
|
|
|
|
|
310,166
|
|
Raymond Stickel, Jr.
|
|
|
10,559
|
|
|
|
114,085
|
|
|
|
192,000
|
|
|
|
341,300
|
|
|
|
|
(1) |
|
The
total amount of compensation deferred by all Trustees/Directors
of the Funds during the fiscal year ended February 28,
2011, including earnings, was $24,681.
|
|
(2) |
|
During
the fiscal year ended February 28, 2011, the total amount
of expenses allocated to the Funds in respect of such retirement
benefits was $11,987.
|
|
(3) |
|
These
amounts represent the estimated annual benefits payable by the
Funds upon the Trustees/Directors retirement and
assumes each Trustee/Director serves until his or her normal
retirement date.
|
|
(4) |
|
All
Trustees/Directors, 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/Directors of the Funds effective June 15, 2010.
|
|
(6) |
|
During
the fiscal year ended February 28, 2011, the Funds paid
$10,451 in legal fees to Kramer Levin Naftalis &
Frankel LLP for services rendered by such firm as counsel to the
Independent Trustees/Directors of the Funds. 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/Director.
|
B-1
ANNEX C
Security
Ownership of Certain Beneficial Owners
According to disclosure publicly filed with the SEC, as of
May 27, 2011, the following record owners of Common Shares
or Preferred Shares of each Fund held, directly or beneficially,
the Share percentages indicated below.
|
|
|
|
|
|
|
Invesco
California Insured Municipal Income Trust
|
|
|
|
|
|
|
Common Shares
First Trust Portfolios L.P., First Trust Advisors L.P.,
and The Charger Corporation
|
|
Wheaton, IL
|
|
|
10.8
|
%
|
Preferred Shares
Wells Fargo and Company and affiliates
|
|
San Francisco, CA
|
|
|
6.46
|
%
|
Bank of America Corporation and affiliates
|
|
Charlotte, NC
|
|
|
63.1
|
%
|
UBS AG and affiliates
|
|
Zurich, Switzerland
|
|
|
12.62
|
%
|
Invesco California Quality Municipal Securities
|
|
|
|
|
|
|
Common Shares
First Trust Portfolios L.P., First Trust Advisors L.P.,
and The Charger Corporation
|
|
Wheaton, IL
|
|
|
7.5
|
%
|
Preferred Shares
Bank of America Corporation and affiliates
|
|
Charlotte, NC
|
|
|
50.8
|
%
|
Invesco Insured California Municipal Securities
|
|
|
|
|
|
|
Common Shares
Private Management Group, Inc.
|
|
Irvine, CA
|
|
|
7.6
|
%
|
Invesco High Yield Investments Fund, Inc.
|
|
|
|
|
|
|
Common Shares
First Trust Portfolios L.P., First Trust Advisors L.P.,
and The Charger Corporation
|
|
Wheaton, IL
|
|
|
18.7
|
%
|
Invesco Insured Municipal Bond Trust
|
|
|
|
|
|
|
Preferred Shares
Brigade Capital Management, LLC and affiliates
|
|
New York, NY
|
|
|
40.5
|
%
|
Bank of America Corporation and affiliates
|
|
Charlotte, NC
|
|
|
37.5
|
%
|
UBS AG and affiliates
|
|
Zurich, Switzerland
|
|
|
12.67
|
%
|
Invesco Insured Municipal Income Trust
|
|
|
|
|
|
|
Common Shares
First Trust Portfolios L.P., First Trust Advisors L.P.,
and The Charger Corporation
|
|
Wheaton, IL
|
|
|
8.0
|
%
|
Preferred Shares
Brigade Capital Management, LLC and affiliates
|
|
New York, NY
|
|
|
23.5
|
%
|
Bank of America Corporation and affiliates
|
|
Charlotte, NC
|
|
|
56.7
|
%
|
Invesco Insured Municipal Trust
|
|
|
|
|
|
|
Common Shares
First Trust Portfolios L.P., First Trust Advisors L.P.,
and The Charger Corporation
|
|
Wheaton, IL
|
|
|
9.0
|
%
|
Preferred Shares
Brigade Capital Management, LLC and affiliates
|
|
New York, NY
|
|
|
21.8
|
%
|
Bank of America Corporation and affiliates
|
|
Charlotte, NC
|
|
|
47.0
|
%
|
UBS AG and affiliates
|
|
Zurich, Switzerland
|
|
|
6.46
|
%
|
Invesco Municipal Premium Income Trust
|
|
|
|
|
|
|
Preferred Shares
Bank of America Corporation and affiliates
|
|
Charlotte, NC
|
|
|
64.6
|
%
|
UBS AG and affiliates
|
|
Zurich, Switzerland
|
|
|
8.44
|
%
|
Invesco New York Quality Municipal Securities
|
|
|
|
|
|
|
Common Shares
Karpus Management, Inc., d/b/a Karpus Investment Management
|
|
Pittsford, NY
|
|
|
7.02
|
%
|
Preferred Shares
Bank of America Corporation and affiliates
|
|
Charlotte, NC
|
|
|
74.2
|
%
|
UBS AG and affiliates
|
|
Zurich, Switzerland
|
|
|
13.4
|
%
|
Invesco Quality Municipal Income Trust
|
|
|
|
|
|
|
Common Shares
First Trust Portfolios L.P., First Trust Advisors L.P.,
and The Charger Corporation
|
|
Wheaton, IL
|
|
|
9.5
|
%
|
Preferred Shares
Brigade Capital Management, LLC and affiliates
|
|
New York, NY
|
|
|
23.9
|
%
|
Bank of America Corporation and affiliates
|
|
Charlotte, NC
|
|
|
51.3
|
%
|
UBS AG and affiliates
|
|
Zurich, Switzerland
|
|
|
9.66
|
%
|
Invesco Quality Municipal Securities
|
|
|
|
|
|
|
Preferred Shares
Bank of America Corporation and affiliates
|
|
Charlotte, NC
|
|
|
56.8
|
%
|
C-1
ANNEX D
Trustee/Director
Beneficial Ownership of Securities
The table below indicates the aggregate dollar range of equity
securities of the Funds and of all funds in the Invesco
Fund Complex owned as of December 31, 2010 by each
Trustee/Director.
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Dollar
Range of Equity
|
|
|
|
|
Securities in all
Registered
|
|
|
Aggregate dollar
range of
|
|
Investment
Companies Overseen
|
|
|
Equity Securities
of the Funds
|
|
by
Trustee/Director in the
|
Name of
Trustee/Director
|
|
owned by
Trustee/Director
|
|
Invesco Fund
Complex
|
|
Interested Trustees/Directors
|
|
|
|
|
|
|
|
|
Martin L. Flanagan
|
|
|
None
|
|
|
|
Over $100,000
|
|
Philip A. Taylor
|
|
|
None
|
|
|
|
None
|
|
Wayne W. Whalen
|
|
|
None
|
|
|
|
Over $100,000
|
|
Independent Trustees/Directors
|
|
|
|
|
|
|
|
|
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/Director 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 each
Fund:
The Adviser and any Covered Entities were billed the amounts
listed below by PricewaterhouseCoopers LLP and
Deloitte & Touche LLP during each Funds last two
fiscal years and during the stub fiscal period ended
February 28, 2011, as applicable. Deloitte &
Touche LLP served as the Funds auditor for the 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 California Insured Municipal Income Trust
|
|
11/01/10 to 02/28/11
|
|
$
|
19,250
|
|
|
$
|
4,000
|
|
|
$
|
2,300
|
|
|
|
|
|
|
$
|
6,300
|
|
|
$
|
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
|
|
Invesco California Quality Municipal Securities
|
|
11/01/10 to 02/28/11
|
|
$
|
19,250
|
|
|
$
|
4,000
|
|
|
$
|
2,300
|
|
|
|
|
|
|
$
|
6,300
|
|
|
$
|
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
|
|
Invesco High Yield Investments Fund, Inc.
|
|
01/01/11 to 02/28/11
|
|
$
|
12,250
|
|
|
|
|
|
|
$
|
2,800
|
|
|
|
|
|
|
$
|
2,800
|
|
|
$
|
15,050
|
|
|
|
12/31/10
|
|
$
|
35,000
|
|
|
|
|
|
|
$
|
6,000
|
|
|
|
|
|
|
$
|
6,000
|
|
|
$
|
41,000
|
|
|
|
12/31/09
|
|
$
|
57,200
|
|
|
|
|
|
|
$
|
3,380
|
|
|
|
|
|
|
$
|
3,380
|
|
|
$
|
60,580
|
|
Invesco Insured California Municipal Securities
|
|
11/01/10 to 02/28/11
|
|
$
|
16,445
|
|
|
|
|
|
|
$
|
2,300
|
|
|
|
|
|
|
$
|
2,300
|
|
|
$
|
18,745
|
|
|
|
10/31/10
|
|
$
|
29,900
|
|
|
|
|
|
|
$
|
4,300
|
|
|
|
|
|
|
$
|
4,300
|
|
|
$
|
34,200
|
|
|
|
10/31/09
|
|
$
|
38,450
|
|
|
|
|
|
|
$
|
5,501
|
|
|
|
|
|
|
$
|
5,501
|
|
|
$
|
43,951
|
|
Invesco Insured Municipal Bond Trust
|
|
11/01/10 to 02/28/11
|
|
$
|
19,250
|
|
|
$
|
4,000
|
|
|
$
|
2,300
|
|
|
|
|
|
|
$
|
6,300
|
|
|
$
|
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
|
|
Invesco Insured Municipal Income Trust
|
|
11/01/10 to 02/28/11
|
|
$
|
19,250
|
|
|
$
|
4,000
|
|
|
$
|
2,300
|
|
|
|
|
|
|
$
|
6,300
|
|
|
$
|
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
|
|
Invesco Insured Municipal Securities
|
|
11/01/10 to 02/28/11
|
|
$
|
16,445
|
|
|
|
|
|
|
$
|
2,300
|
|
|
|
|
|
|
$
|
2,300
|
|
|
$
|
18,745
|
|
|
|
10/31/10
|
|
$
|
29,900
|
|
|
|
|
|
|
$
|
4,300
|
|
|
|
|
|
|
$
|
4,300
|
|
|
$
|
34,200
|
|
|
|
10/31/09
|
|
$
|
38,450
|
|
|
|
|
|
|
$
|
5,501
|
|
|
|
|
|
|
$
|
5,501
|
|
|
$
|
43,951
|
|
Invesco Insured Municipal Trust
|
|
11/01/10 to 02/28/11
|
|
$
|
19,250
|
|
|
$
|
4,000
|
|
|
$
|
2,300
|
|
|
|
|
|
|
$
|
6,300
|
|
|
$
|
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
|
|
Invesco Municipal Income Opportunities Trust
|
|
06/01/10 to 02/28/11
|
|
$
|
22,425
|
|
|
|
|
|
|
$
|
2,300
|
|
|
|
|
|
|
$
|
2,300
|
|
|
$
|
24,725
|
|
|
|
05/31/10
|
|
$
|
34,400
|
|
|
|
|
|
|
$
|
6,965
|
|
|
|
|
|
|
$
|
6,965
|
|
|
$
|
41,365
|
|
|
|
05/31/09
|
|
$
|
39,125
|
|
|
|
|
|
|
$
|
5,165
|
|
|
|
|
|
|
$
|
5,165
|
|
|
$
|
44,290
|
|
Invesco Municipal Income Opportunities Trust II
|
|
02/28/11
|
|
$
|
29,900
|
|
|
|
|
|
|
$
|
4,300
|
|
|
|
|
|
|
$
|
4,300
|
|
|
$
|
34,200
|
|
|
|
02/28/10
|
|
$
|
39,200
|
|
|
|
|
|
|
$
|
5,165
|
|
|
|
|
|
|
$
|
5,165
|
|
|
$
|
44,365
|
|
Invesco Municipal Income Opportunities Trust III
|
|
04/01/10 to 02/28/11
|
|
$
|
29,900
|
|
|
|
|
|
|
$
|
4,300
|
|
|
|
|
|
|
$
|
4,300
|
|
|
$
|
34,200
|
|
|
|
03/31/10
|
|
$
|
38,000
|
|
|
|
|
|
|
$
|
5,165
|
|
|
|
|
|
|
$
|
5,165
|
|
|
$
|
43,165
|
|
|
|
03/31/09
|
|
$
|
40,400
|
|
|
|
|
|
|
$
|
5,165
|
|
|
|
|
|
|
$
|
5,165
|
|
|
$
|
45,565
|
|
Invesco Municipal Premium Income Trust
|
|
06/01/10 to 02/28/11
|
|
$
|
26,250
|
|
|
|
|
|
|
$
|
2,300
|
|
|
|
|
|
|
$
|
2,300
|
|
|
$
|
28,550
|
|
|
|
05/31/10
|
|
$
|
39,500
|
|
|
|
|
|
|
$
|
6,965
|
|
|
|
|
|
|
$
|
6,965
|
|
|
$
|
46,465
|
|
|
|
05/31/09
|
|
$
|
40,125
|
|
|
|
|
|
|
$
|
5,165
|
|
|
|
|
|
|
$
|
5,165
|
|
|
$
|
45,290
|
|
Invesco New York Quality Municipal Securities
|
|
11/01/10 to 02/28/11
|
|
$
|
19,250
|
|
|
$
|
4,000
|
|
|
$
|
2,300
|
|
|
|
|
|
|
$
|
6,300
|
|
|
$
|
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
|
|
Invesco Quality Municipal Income Trust
|
|
11/01/10 to 02/28/11
|
|
$
|
19,250
|
|
|
$
|
4,000
|
|
|
$
|
2,300
|
|
|
|
|
|
|
$
|
6,300
|
|
|
$
|
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
|
|
Invesco Quality Municipal Securities
|
|
11/01/10 to 02/28/11
|
|
$
|
19,250
|
|
|
$
|
4,000
|
|
|
$
|
2,300
|
|
|
|
|
|
|
$
|
6,300
|
|
|
$
|
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 Funds, or, with respect to the
information for Covered Entities, the tax returns of Covered
Entities.
|
|
(3) |
|
Covered
Entities include the Adviser (excluding
sub-advisers
unaffiliated with the Adviser) and any entity controlling,
controlled by or under common control with the Adviser that
provides ongoing services to the Funds.
|
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 Please
detach at perforation before mailing. «FUND_NAME» (the Fund) PROXY SOLICITED ON BEHALF OF THE
BOARD OF TRUSTEES (the Board) PROXY FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JULY
14, 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 Joint Annual Meeting of Shareholders on July 14, 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 THE APPROVAL OF THE PROPOSAL
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 Joint Annual Meeting of Shareholders to Be Held on July
14, 2011. The Proxy Statement for this meeting is available at:
https://www.proxy-direct.com/ICE22577 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 BLOCKS BELOW IN BLUE OR BLACK INK. Example: Election of Trustees The Board
recommends a vote FOR ALL of the nominees listed: 1. FOR WITHHOLD FOR ALL Election of
Trustees by holders of Common Shares: ALL ALL EXCEPT 01. David C. Arch 04. Larry Soll 02. Bob
R. Baker 05. Philip A. Taylor 03. Frank S. Bayley 06. Wayne W. Whalen 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 |
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. «FUND_NAME» (the Fund) PROXY SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES (the Board) PROXY FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE
HELD JULY 14, 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 Joint Annual Meeting of Shareholders on July
14, 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 THE
APPROVAL OF THE PROPOSAL 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 Joint Annual Meeting of Shareholders to Be
Held on July 14, 2011. The Proxy Statement for this meeting is available at:
https://www.proxy-direct.com/ICE22577 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 BLOCKS BELOW IN BLUE OR BLACK INK. Example: Election of Trustees The
Board recommends a vote FOR ALL of the nominees listed: 1. Election of Trustees by holders
of Common Shares: 01. David C. Arch04. Philip A. Taylor02. Bob R. Baker 05. Wayne W.
Whalen 03. Larry Soll FOR WITHHOLD FOR ALL ALL ALL EXCEPT
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 |
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. «FUND_NAME» (the Fund)
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES (the Board) PROXY FOR THE JOINT ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD JULY 14, 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 Joint Annual
Meeting of Shareholders on July 14, 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 THE APPROVAL OF THE PROPOSAL 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 USINGTHE ENCLOSED ENVELOPE. |
EVERY SHAREHOLDERS VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! Important Notice
Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be
Held on July 14, 2011. The Proxy Statement for this meeting is available at:
https://www.proxy-direct.com/ICE22577 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 BLOCKS BELOW IN BLUE OR BLACK INK. Example: Election of Trustees The
Board recommends a vote FOR ALL of the nominees listed: Election of Trustees by holders of
Preferred Shares: 01. David C. Arch 04. Larry Soll 02. Bob R. Baker 05. Philip A.
Taylor 03. Frank S. Bayley 06. Wayne W. Whalen FOR WITHHOLD FOR ALL ALL
ALL EXCEPT 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 |