UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
o
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12
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INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
INVESCO QUALITY MUNICIPAL INCOME TRUST
INVESCO VALUE MUNICIPAL INCOME TRUST
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
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1)
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Amount Previously Paid:
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2)
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Form, Schedule or Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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INVESCO
MUNICIPAL INCOME OPPORTUNITIES TRUST (NYSE: OIA)
INVESCO QUALITY MUNICIPAL INCOME TRUST (NYSE: IQI)
INVESCO VALUE MUNICIPAL INCOME TRUST (NYSE: IIM)
1555 Peachtree Street, N.E.
Atlanta, Georgia 30309
NOTICE OF JOINT ANNUAL MEETING
OF SHAREHOLDERS
To Be Held August 8,
2013
Notice is hereby given to the holders of common shares of
beneficial interest (the
Common Shares
) and,
as applicable, the holders of preferred shares of beneficial
interest (the
Preferred Shares
) of each of
the following funds: Invesco Municipal Income Opportunities
Trust, Invesco Quality Municipal Income Trust and Invesco Value
Municipal Income Trust (each, a
Fund
and
together, the
Funds
) that the Joint Annual
Meeting of Shareholders of the Funds (the
Meeting
) will be held at 1555 Peachtree
Street, N.E., Atlanta, Georgia 30309, on August 8, 2013 at
1:00 p.m. E.D.T., for the following purposes:
1. To elect trustees in the following manner:
(a)
With respect to the Invesco Municipal Income
Opportunities Trust
: to elect Albert R. Dowden, Prema
Mathai-Davis, Hugo F. Sonnenschein and Raymond Stickel, Jr.
as independent trustees of Invesco Municipal Income
Opportunities Trust to be voted on by the holders of Common
Shares.
(b)
With respect to Invesco Quality Municipal Income
Trust and Invesco Value Municipal Income Trust:
to elect
Albert R. Dowden, Hugo F. Sonnenschein and Raymond
Stickel, Jr. as independent trustees of each such Fund to
be voted on by the holders of Common Shares and the holders of
Preferred Shares of each such Fund voting together.
(c)
With respect to Invesco Quality Municipal Income
Trust and Invesco Value Municipal Income Trust
: to elect
Prema Mathai-Davis as independent trustee of each such Fund to
be voted on only by the holders of Preferred Shares of each such
Fund voting separately.
2. To transact such other business as may properly come
before the Meeting or any adjournments thereof.
Each elected trustee will serve for a three-year term or until a
successor shall have been duly elected and qualified. Holders of
record of the Common Shares and, where applicable, Preferred
Shares of each Fund on May 17, 2013 are entitled to notice
of and to vote at the Meeting and any adjournment thereof.
THE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY
RECOMMENDS THAT YOU CAST YOUR VOTE
FOR ALL
OF THE
NOMINEES TO THE BOARD OF TRUSTEES LISTED IN THE JOINT PROXY
STATEMENT.
By order of the Board of Trustees
/s/ John M.
Zerr
Senior Vice President, Chief Legal Officer and Secretary
June 17, 2013
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE
MEETING IN PERSON OR BY PROXY. REGARDLESS OF WHETHER YOU PLAN TO
ATTEND THE MEETING, PLEASE SIGN, DATE AND RETURN THE ENCLOSED
PROXY CARD(S) IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE OR VOTE
BY TELEPHONE OR THROUGH THE INTERNET PURSUANT TO THE
INSTRUCTIONS ON THE ENCLOSED PROXY CARD(S).
IF YOU ATTEND THE MEETING AND WISH TO VOTE IN PERSON, YOU
WILL BE ABLE TO DO SO AND YOUR VOTE AT THE MEETING WILL REVOKE
ANY PROXY YOU MAY HAVE SUBMITTED. MERELY ATTENDING THE MEETING,
HOWEVER, WILL NOT REVOKE A PREVIOUSLY GIVEN PROXY.
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.
YOUR VOTE IS EXTREMELY IMPORTANT. NO MATTER HOW MANY OR HOW
FEW SHARES YOU OWN, PLEASE SEND IN YOUR PROXY CARD(S), OR VOTE
BY TELEPHONE OR THE INTERNET TODAY.
CE-PROXY-1
INVESCO
MUNICIPAL INCOME OPPORTUNITIES TRUST (NYSE: OIA)
INVESCO QUALITY MUNICIPAL INCOME TRUST (NYSE: IQI)
INVESCO VALUE MUNICIPAL INCOME TRUST (NYSE: IIM)
1555 Peachtree Street, N.E.
Atlanta, Georgia 30309
PROXY
STATEMENT
FOR
JOINT ANNUAL MEETING OF SHAREHOLDERS
To be Held August 8, 2013
This Joint Proxy Statement is being furnished in connection with
the solicitation of proxies by the Board of Trustees (the
Board
) of each of Invesco Municipal Income
Opportunities Trust, Invesco Quality Municipal Income Trust and
Invesco Value Municipal Income Trust (the
Funds
). The proxies are to be voted at a
Joint Annual Meeting of Shareholders of the Funds, and all
adjournments thereof, (the
Meeting
) to be
held at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309, on
August 8, 2013, at 1:00 p.m. E.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 24, 2013.
Participating in the Meeting are holders of common shares of
beneficial interest (the
Common Shares
) and,
for those Funds with outstanding preferred shares of beneficial
interest (the
Preferred Shares
), the holders
of Preferred Shares.
The Common Shares and the Preferred Shares of the Funds are
sometimes referred to herein collectively as the
Shares. The Board has fixed May 17, 2013 as the
record date (the
Record Date
) for the
determination of holders of Shares of each Fund entitled to vote
at the Meeting. Each Fund is organized as a Delaware statutory
trust.
The Common Shares of each of the Funds are listed on the New
York Stock Exchange (the
NYSE
). Below is each
Funds NYSE ticker symbol and the amount of Common Shares
and Preferred Shares outstanding as of the Record Date.
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Common Shares Outstanding
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Preferred Shares Outstanding
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Fund
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NYSE Ticker Symbol
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as of Record Date
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as of Record Date
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Invesco Municipal Income Opportunities Trust
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OIA
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47,425,493.64
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None
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Invesco Quality Municipal
Income Trust
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IQI
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52,883,797.33
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2,139
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Invesco Value Municipal
Income Trust
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IIM
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47,027,953.31
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1,431
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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.
If you have any questions about the information set forth in
this Joint Proxy Statement, please contact us at the
24-hour
Automated Investor Line at
1-800-341-2929,
Option 1, or online at
www.invesco.com/us
.
Important
Notice Regarding the Availability of Proxy Materials for the
Meeting
This Joint Proxy Statement, a copy of the most recent annual
report of each Fund and a copy of the Proxy Cards (together, the
Proxy Materials
) are available at
https://www.proxy-direct.com/inv-24638. The Proxy Materials will
be available on the internet through the day of the Meeting.
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
Proposal: Election of Trustees
The following table summarizes the proposal (the
Proposal
) to be presented at the Meeting and
the shareholders entitled to vote.
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Shareholders
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Funds:
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Trustee Nominees for
Election:
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Entitled to Vote
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Invesco Municipal Income Opportunities Trust
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Albert R. Dowden, Prema Mathai-Davis, Hugo F. Sonnenschein and
Raymond Stickel, Jr.
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Common Shareholders
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Invesco Quality Municipal Income Trust
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Albert R. Dowden, Hugo F. Sonnenschein and Raymond Stickel, Jr.
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Common Shareholders and Preferred Shareholders, voting together
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Invesco Value Municipal Income Trust
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Invesco Quality Municipal Income Trust
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Prema Mathai-Davis
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Preferred Shareholders, voting separately
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Invesco Value Municipal Income Trust
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Voting at
the Meeting
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. 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.
If you intend to attend the Meeting in person and you are a
record holder of a Funds Shares, in order to gain
admission you must show photographic identification, such as
your drivers license. If you intend to attend the Meeting
in person and you hold your Shares through a bank, broker or
other custodian, in order to gain admission you must show
photographic identification, such as your drivers license,
and satisfactory proof of ownership of Shares of a Fund, such as
your voting instruction form (or a copy thereof) or
brokers statement indicating ownership as of a recent date.
If you hold your Shares in a brokerage account or through a bank
or other nominee, you will not be able to vote your Shares in
person at the Meeting unless you have previously requested and
obtained a legal proxy from your broker, bank or
other nominee and present it at the Meeting.
You may contact the Funds at 1-800-341-2929 to obtain directions
to the site of the Meeting.
The Funds know of no business other than the Proposal that will,
or is 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.
Required
Vote
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 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 entitled to vote at the Meeting is required to
elect a nominee for Trustee of such Fund designated to be
elected by the holders of the Preferred Shares of each such Fund.
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.
Abstentions
and Broker Non-Votes
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, the
Funds do not expect to receive any abstentions or broker
non-votes.
Revoking
a Proxy
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.
1
Adjourning
the Meeting
If a quorum is not present at the Meeting, it may be adjourned
by the Chairman of the Board 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.
THE BOARD
OF EACH FUND RECOMMENDS THAT YOU CAST YOUR VOTE FOR ALL OF
THE NOMINEES.
Investment
Adviser of the Funds
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.
Sub-Advisers
of the Funds
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. The 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 Canada Ltd. (each a
Sub-Adviser
and, collectively, the
Sub-Advisers
). Each Sub-Adviser is an
indirect wholly owned subsidiary of Invesco Ltd.
Other
Service Providers of the Funds
Administration
Services
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.
Custodian
and Transfer Agent
The custodian for each Fund is State Street Bank and
Trust Company located at One Lincoln Street, Boston,
Massachusetts 02111. The transfer agent for each Fund is
Computershare Trust Company, N.A. located at
P.O. Box 43078, Providence, Rhode Island
02940-3078.
2
THE
PROPOSAL:
ELECTION
OF TRUSTEES
Four Trustees 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 the Invesco Municipal Income Opportunities
Trust, holders of Common Shares will vote with respect to the
election of Albert R. Dowden, Prema Mathai-Davis, Hugo F.
Sonnenschein and Raymond Stickel, Jr.
With respect to each of Invesco Quality Municipal Income Trust
and Invesco Value Municipal Income Trust, holders of Preferred
Shares, voting as a separate class, will vote with respect to
the election of Prema Mathai-Davis, while holders of Common
Shares and holders of Preferred Shares will vote together with
respect to Albert R. Dowden, Hugo F. Sonnenschein and Raymond
Stickel, Jr.
If elected, each Trustee will serve until the later of such
Funds Annual Meeting of Shareholders in 2016 or until his
or her successor has been duly elected and qualified. As in the
past, only one class of Trustees is being submitted to
shareholders of each Fund for election at the Meeting. Each
Funds Declaration of Trust provides that the Board shall
be divided into three classes, which must be as nearly equal in
number as possible. For each Fund, only one class of Trustees is
elected at each annual meeting, so that the regular term of only
one class of Trustees will expire annually and any particular
Trustee stands for election only once in each three-year period.
This type of classification may prevent replacement of a
majority of Trustees of a Fund for up to a two-year period. The
foregoing is subject to the provisions of the 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 and each Funds
Bylaws.
The group of Trustees up for election in any given year are the
same for each Fund. The following table indicates the Trustees
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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Frank S. Bayley
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Bruce L. Crockett
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Hugo F. Sonnenschein
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Larry Soll
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Rodney F. Dammeyer
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Raymond Stickel, Jr.
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Philip A. Taylor
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Jack M. Fields
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Wayne W. Whalen
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Martin L. Flanagan
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*
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Currently up for election at the
Meeting.
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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
2015 Annual Meeting or until their successors have been duly
elected and qualified.
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Although each Fund votes on the same Trustees at the same time,
the classification by which each Fund refers to such groups is
different.
Information
Regarding the Trustees
The business and affairs of the Funds are managed under the
direction of the Board. Trustees of the Funds generally serve
three-year terms or until their successors are duly elected and
qualified. The tables below list the incumbent Trustees and
nominees for Trustee, their principal occupations, other
directorships held by them during the past five years, and any
affiliations with the Adviser or its affiliates. The Board will
be composed of fourteen Trustees, including eleven Trustees who
are not interested persons of the Funds, as that
term is defined in the 1940 Act (collectively, the
Independent Trustees
and each an
Independent Trustee
).
The term
Invesco Fund Complex
includes
each of the registered investment companies advised by the
Adviser as of the Record Date. As of the date of this Joint
Proxy Statement, there are 136 funds in the Invesco
Fund Complex.
The address of each Trustee is 1555 Peachtree Street, N.E.,
Atlanta, Georgia 30309.
3
Interested
Trustees
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Number of
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Other
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Name, Year of
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Funds in Invesco
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Trusteeship(s)/
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Birth and
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Fund Complex
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Directorship(s)
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Position(s) Held
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Trustee
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Principal Occupation(s)
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Overseen by
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Held by
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with the Funds
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Since
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During Past 5 Years
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Trustee
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Trustee
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Martin L.
Flanagan
(1)
1960
Trustee
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2010
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Executive Director, Chief Executive Officer and President,
Invesco Ltd. (ultimate parent of Invesco and a global investment
management firm); Adviser to the Board, Invesco Advisers, Inc.
(formerly known as Invesco Institutional (N.A.), Inc.); Trustee,
The Invesco Funds; Vice Chair, Investment Company Institute; and
Member of Executive Board, SMU Cox School of Business.
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123
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None
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Formerly: Chairman and Chief Executive Officer, 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, 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, Chairman and Chief Executive Officer,
Invesco Canada Ltd. (formerly known as 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, Invesco Investment Advisers
LLC (formerly known as Van Kampen Asset Management); Director,
Chief Executive Officer and President, Van Kampen Exchange Corp.
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123
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None
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4
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Number of
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Other
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Name, Year of
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Funds in Invesco
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Trusteeship(s)/
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Birth and
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Fund Complex
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Directorship(s)
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Position(s) Held
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Trustee
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Principal Occupation(s)
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Overseen by
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Held by
|
with the Funds
|
|
Since
|
|
|
During Past 5 Years
|
|
Trustee
|
|
|
Trustee
|
|
|
|
|
|
|
|
Formerly: Director and Chairman, Van Kampen Investor Services
Inc.; Director, Chief Executive Officer and President, 1371
Preferred Inc. (holding company) and Van Kampen Investments
Inc.; Director and President, AIM GP Canada Inc. (general
partner for limited partnerships) and Van Kampen Advisors, Inc.;
Director and Chief Executive Officer, Invesco Trimark Dealer
Inc.; Director, Invesco Distributors, Inc. (formerly known as
Invesco Aim Distributors, Inc.) (registered broker dealer);
Manager, Invesco PowerShares Capital Management LLC; Director,
Chief Executive Officer and President, Invesco Advisers, Inc.;
Director, Chairman, Chief Executive Officer and President,
Invesco Aim Capital Management, Inc.; President, Invesco Trimark
Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe;
Director and President, AIM Trimark Corporate Class Inc. and AIM
Trimark Canada Fund Inc.; Senior Managing Director, Invesco
Holding Company Limited; Trustee and Executive Vice President,
Tax-Free Investments Trust; Director and Chairman, Fund
Management Company (former registered broker dealer); President
and Principal Executive Officer, The Invesco Funds (AIM
Treasurers Series Trust (Invesco Treasurers Series
Trust), Short-Term Investments Trust and Tax-Free Investments
Trust only); President, AIM Trimark Global Fund Inc. and AIM
Trimark Canada Fund Inc.
|
|
|
|
|
|
|
Wayne W.
Whalen
(3)
1939
Trustee
|
|
|
2010
|
|
|
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.
|
|
|
136
|
|
|
Director of the Mutual Fund Directors Forum, a nonprofit
membership organization for investment directors; Chairman and
Director of the Abraham Lincoln Presidential Library Foundation;
and Director of the Stevenson Center for Democracy.
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bruce L. Crockett 1944 Trustee and Chair
|
|
|
2010
|
|
|
Chairman, Crockett Technologies 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).
|
|
|
123
|
|
|
ACE Limited (insurance company); and Investment Company
Institute.
|
David C. Arch 1945
Trustee
|
|
|
2010
|
|
|
Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.
Formerly: Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago.
|
|
|
136
|
|
|
Board member of the Illinois Manufacturers Association;
Member of the Board of Visitors, Institute for the Humanities,
University of Michigan.
|
Frank S. Bayley 1939 Trustee
|
|
|
2010
|
|
|
Retired.
Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and General Partner and Of Counsel, law firm of Baker & McKenzie.
|
|
|
123
|
|
|
Director and Chairman, C.D. Stimson Company (a real estate
investment company); Trustee and Overseer, The Curtis Institute
of Music.
|
James T. Bunch 1942 Trustee
|
|
|
2010
|
|
|
Managing Member, Grumman Hill Group LLC (family office private equity management).
Formerly: Founder, Green, Manning & Bunch Ltd. (investment banking firm)(1988-2010); Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation.
|
|
|
123
|
|
|
Chairman of the Board of Governors, Western Golf Association;
Chairman-elect, Evans Scholars Foundation; and Director, Denver
Film Society.
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Other
|
Name, Year of
|
|
|
|
|
|
|
Funds in Invesco
|
|
|
Trusteeship(s)/
|
Birth and
|
|
|
|
|
|
|
Fund Complex
|
|
|
Directorship(s)
|
Position(s) Held
|
|
Trustee
|
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
|
Held by
|
with the Funds
|
|
Since
|
|
|
During Past 5 Years
|
|
Trustee
|
|
|
Trustee
|
|
Rodney F. Dammeyer 1940 Trustee
|
|
|
2010
|
|
|
Chairman of CAC, LLC, a private company offering capital investment and management advisory services.
Formerly: Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Chief Executive Officer 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.; From 1987 to 2010, Director/Trustee of investment companies in the Van Kampen Funds Complex.
|
|
|
123
|
|
|
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.
|
Albert R. Dowden 1941 Trustee
|
|
|
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).
|
|
|
123
|
|
|
Director 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
|
|
|
2010
|
|
|
Chief Executive Officer, Twenty First Century Group, Inc.
(government affairs company); Owner and Chief Executive Officer,
Dos Angelos Ranch, L.P. (cattle, hunting, corporate
entertainment); Discovery Global Education Fund (non-profit)
|
|
|
123
|
|
|
Insperity, Inc. (formerly known as Administaff)
|
|
|
|
|
|
|
Formerly: Chief Executive Officer, Texana Timber LP (sustainable
forestry company); Director of Cross Timbers Quail Research
Ranch (nonprofit); and member of the U.S. House of
Representatives.
|
|
|
|
|
|
|
Prema Mathai-Davis 1950 Trustee
|
|
|
2010
|
|
|
Retired.
Formerly: Chief Executive Officer, YWCA of the U.S.A.
|
|
|
123
|
|
|
None
|
Larry Soll 1942
Trustee
|
|
|
2010
|
|
|
Retired.
Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company).
|
|
|
123
|
|
|
None
|
Hugo F. Sonnenschein 1940
Trustee
|
|
|
2010
|
|
|
Distinguished Service Professor and President Emeritus of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago.
Formerly: President of the University of Chicago.
|
|
|
136
|
|
|
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
|
|
|
2010
|
|
|
Retired.
Formerly, Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche.
|
|
|
123
|
|
|
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 Funds
(Chicago) closed-end funds, for which the Adviser also serves as
investment adviser.
|
Board
Meetings
In addition to regularly scheduled meetings each 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 seven times during the twelve
months ended
6
February 28, 2013 and each Trustee attended at least 75% of
the aggregate of: (i) all regular meetings of the Board and
(ii) all meetings of the committees of the Board on which
the Trustee served. Trustees are encouraged to attend regular
shareholder meetings, but the Board has no set policy requiring
Board member attendance at such meetings.
Board
Leadership Structure
The Board has appointed an Independent Trustee to serve in the
role of Chairman of the Board. The Chairmans primary role
is to participate in the preparation of the agenda for meetings
of the Board and the identification of information to be
presented to the Board and matters to be acted upon by the
Board. The Chairman also presides at all meetings of the Board
and acts as a liaison with service providers, officers,
attorneys, and other Trustees generally between meetings. The
Chairman may perform such other functions as may be requested by
the Board from time to time. Except for any duties specified
herein or pursuant to a Funds charter documents, the
designation of Chairman does not impose on such Independent
Trustee any duties, obligations or liability that is greater
than the duties, obligations or liability otherwise imposed on
such person as a member of the Board. As discussed below, the
Board has established committees to assist the Board in
performing its oversight responsibilities.
Board
Qualifications and Experience
Interested
Trustees.
Martin L. Flanagan, Trustee.
Martin Flanagan
has been a member of the Board since 2010. Mr. Flanagan is
president and chief executive officer of Invesco Ltd., a
position he has held since August 2005. He is also a member of
the Board of Directors of Invesco Ltd. Mr. Flanagan joined
Invesco Ltd. from Franklin Resources, Inc., where he was
president and co-chief executive officer from January 2004 to
July 2005. Previously he had been Franklins co-president
from May 2003 to January 2004, chief operating officer and chief
financial officer from November 1999 to May 2003, and senior
vice president and chief financial officer from 1993 until
November 1999. Mr. Flanagan served as director, executive
vice president and chief operating officer of Templeton,
Galbraith & Hansberger, Ltd. before its acquisition by
Franklin in 1992. Before joining Templeton in 1983, he worked
with Arthur Anderson & Co. Mr. Flanagan is a
chartered financial analyst and a certified public accountant.
He serves as vice chairman of the Investment Company Institute
and is a member of the executive board at the SMU Cox School of
Business.
The Board believes that Mr. Flanagans long experience
as an executive in the investment management area benefits the
Funds.
Philip A. Taylor, Trustee.
Philip Taylor has
been a member of the Board since 2010. Mr. Taylor has been
the head of Invescos North American retail business as
Senior Managing Director since April 2006. He previously served
as chief executive officer of Invesco Trimark Investments since
January 2002. Mr. Taylor joined Invesco in 1999 as senior
vice president of operations and client services and later
became executive vice president and chief operating officer.
Mr. Taylor was president of Canadian retail broker
Investors Group Securities from 1994 to 1997 and managing
partner of Meridian Securities, an execution and clearing
broker, from 1989 to 1994. He held various management positions
with Royal Trust, now part of Royal Bank of Canada, from 1982 to
1989. He began his career in consumer brand management in the
U.S. and Canada with Richardson-Vicks, now part of
Procter & Gamble.
The Board believes that Mr. Taylors long experience
in the investment management business benefits the Funds.
Wayne W. Whalen, Trustee.
Wayne 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 Chairman and Director of the Abraham Lincoln
Presidential Library Foundation. From 1995 to 2010,
Mr. Whalen served as Director or Trustee of investment
companies in the Van Kampen Funds complex.
The Board believes that Mr. Whalens experience as a
law firm partner and his experience as a director of investment
companies benefits the Funds.
Independent
Trustees.
David C. Arch, Trustee.
David 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 Board of the Illinois Manufacturers
Association and the Board of Visitors, Institute for the
Humanities, University of Michigan. Formerly, Mr. Arch was
a member of the Heartland Alliance Advisory Board, a nonprofit
organization serving human needs based in Chicago. 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.
Frank S. Bayley, Trustee.
Frank Bayley has
been a member of the Board since 2010. Mr. Bayley is
retired. 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 general partner and Of Counsel of the international
law firm of Baker & McKenzie LLP, where his practice
focused on business acquisitions and venture capital
transactions. Prior to joining Baker &
7
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.
James Bunch has been
a member of the Board since 2010. 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 L. Crockett, Trustee and Chair.
Bruce
Crockett has been a member of the Board since 2010, 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.
Rodney F. Dammeyer, Trustee.
Rodney Dammeyer
has been a member of the Board since 2010. Mr. Dammeyer is
chairman of CAC, LLC, a private company offering capital
investment and management advisory services. Prior to this,
Mr. Dammeyer was responsible for managing all of Sam
Zells non-real estate investment activity as managing
partner of Equity Group Corporate Investments. From 1985 to
1995, Mr. Dammeyer was chief executive officer of Itel
Corporation, which later changed its name to Anixter
International. From 1983 to 1985, Mr. Dammeyer was senior
vice president and chief financial officer of Household
International, Inc. He was executive vice president and chief
financial officer of Northwest Industries, Inc. from 1979 to
1983. After graduating from Kent State University in 1962,
Mr. Dammeyer began his business career with Arthur
Andersen & Co. and was admitted to partnership in
1970. He served as chairman of the firms advisory council
and a member of the board of directors nominating
committee. Mr. Dammeyer is a member of the boards of
directors of Stericycle, Inc. and Quidel Corporation, in
addition to several private companies. He also serves on the
School of Leadership and Education Sciences (SOLES) Advisory
Board of the University of San Diego, the board of
directors of High Tech charter schools, and the California
Charter Schools Assocation. From 1987 to 2010, Mr. Dammeyer
served as Director or Trustee of investment companies in the Van
Kampen Funds complex.
The Board believes that Mr. Dammeyers experience in
executive positions at a number of public companies, his
accounting experience and his experience serving as a director
of investment companies benefits the Funds.
Albert R. Dowden, Trustee.
Albert Dowden has
been a member of the Board since 2010. Mr. Dowden retired
at the end of 1998 after a
24-year
career with Volvo Group North America, Inc. and Volvo Cars of
North America, Inc. Mr. Dowden joined Volvo as general
counsel in 1974 and was promoted to increasingly senior
positions until 1991 when he was appointed president, chief
executive officer and director of Volvo Group North America and
senior vice president of Swedish parent company AB Volvo. Since
retiring, Mr. Dowden continues to serve on the board of the
Reich & Tang Funds and also serves on the boards of
Homeowners of America Insurance Company and its parent company,
as well as Natures Sunshine Products, Inc. and The Boss
Group. Mr. Dowdens charitable endeavors currently
focus on Boys & Girls Clubs where he has been active
for many years, as well as several other not-for-profit
organizations. Mr. Dowden began his career as an attorney
with a major international law firm, Rogers & Wells
(1967-1976),
which is now Clifford Chance.
The Board believes that Mr. Dowdens extensive
experience as a corporate executive benefits the Funds.
Jack M. Fields, Trustee.
Jack Fields has been
a member of the Board since 2010. 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, Inc. in Washington, D.C., a
bipartisan Washington consulting firm specializing in Federal
government affairs. Mr. Fields also serves as a Director of
Insperity, Inc. (formerly, Administaff), a premier professional
employer
8
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.
Dr. Prema Mathai-Davis,
Trustee.
Dr. Prema Mathai-Davis has been a
member of the Board since 2010. 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
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.
Dr. Larry
Soll has been a member of the Board since 2010. 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.
Hugo F. Sonnenschein, Trustee.
Hugo
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.
Raymond
Stickel, Jr. has been a member of the Board since 2010.
Mr. 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 for 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 each of the Investments, Audit, Compliance
and Valuation, Distribution and Proxy Oversight committees (as
further described below) (the
Committees
).
These Committees in turn report to the full Board and recommend
actions and approvals for the full Board to take.
The Adviser, or its affiliates, 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 of each Fund. 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,
9
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 statements.
The Compliance Committee receives regular compliance reports
prepared by the Advisers compliance group and meets
regularly with each Funds Chief Compliance Officer (the
CCO
) to discuss compliance issues, including
compliance risks. As required under the Securities and Exchange
Commission (the
SEC
) rules, the Independent
Trustees meet at least quarterly in executive session with the
CCO, and the Funds CCO prepares and presents an annual
written compliance report to the Board. The Compliance Committee
recommends and the Board adopts compliance policies and
procedures for the Fund and approves such procedures for the
Funds service providers. The compliance policies and
procedures are specifically designed to detect, prevent and
correct violations of the federal securities laws.
Compensation
of Trustees
Each Trustee who is not an employee or officer of the Adviser is
compensated for his or her services according to a fee schedule
that recognizes the fact that such Trustee also serves as a
Trustee of other funds in the Invesco Fund Complex. Each
such Trustee receives a fee, allocated among the funds in the
Invesco Fund Complex for which he or she serves as a
Trustee, that consists of an annual retainer component and a
meeting fee component. The Chair of the Board and Chairs and
Vice Chairs of certain Committees receive additional
compensation for their services. Compensation received by the
Trustees of the Funds as of fiscal year ended February 28,
2013 is shown on
Annex A
hereto.
The Trustees have adopted a retirement plan for the Trustees who
are not employees of the Adviser, which is secured by the Funds.
The Trustees also have adopted a retirement policy that permits
each non-Invesco-affiliated Trustee to serve until December 31
of the year in which the Trustee turns 75. A majority of the
Trustees may extend from time to time the retirement date of a
Trustee.
Annual retirement benefits are available from the Funds
and/or
the
other funds in the Invesco Fund Complex for which a Trustee
serves (each, a
Covered Fund
), for each
Trustee who is not an employee or officer of the Adviser, who
became a Trustee prior to December 1, 2008, and who has at
least five years of credited service as a Trustee (including
service to a predecessor fund) of a Covered Fund. Effective
January 1, 2006, for retirements after December 31,
2005, the retirement benefits will equal 75% of the
Trustees annual retainer paid to or accrued by any Covered
Fund with respect to such Trustee during the twelve-month period
prior to retirement, including the amount of any retainer
deferred under a separate deferred compensation agreement
between the Covered Fund and the Trustee. The amount of the
annual retirement benefit does not include additional
compensation paid for Board meeting fees or compensation paid to
the Chair of the Board and the Chairs and Vice Chairs of certain
Committees, whether such amounts are paid directly to the
Trustee or deferred. The annual retirement benefit is payable in
quarterly installments for a number of years equal to the lesser
of (i) sixteen years or (ii) the number of such
Trustees credited years of service. If a Trustee dies
prior to receiving the full amount of retirement benefits, the
remaining payments will be made to the deceased Trustees
designated beneficiary for the same length of time that the
Trustee would have received the payments based on his or her
service or, if the Trustee has elected, in a discounted lump sum
payment. A Trustee must have attained the age of 65 (60 in the
event of death or disability) to receive any retirement benefit.
A Trustee may make an irrevocable election to commence payment
of retirement benefits upon retirement from the Board before
age 72; in such a case, the annual retirement benefit is
subject to a reduction for early payment.
Deferred Compensation Agreements.
Edward K.
Dunn and Carl Frischling (former Trustees of funds in the
Invesco Fund Complex), Messrs. Crockett and Fields,
and Drs. Mathai-Davis and Soll (for purposes of this
paragraph only, the
Deferring Trustees
) have
each executed a Deferred Compensation Agreement (collectively,
the
Compensation Agreements
). Pursuant to the
Compensation Agreements, the Deferring Trustees have the option
to elect to defer receipt of up to 100% of their compensation
payable by the Funds, and such amounts are placed into a
deferral account and deemed to be invested in one or more funds
in the Invesco Fund Complex selected by the Deferring
Trustees. Distributions from these deferral accounts will be
paid in cash, generally in equal quarterly installments over a
period of up to ten (10) years (depending on the
Compensation Agreement) beginning on the date selected under the
Compensation Agreement. If a Deferring Trustee dies prior to the
distribution of amounts in his or her deferral account, the
balance of the deferral account will be distributed to his or
her designated beneficiary. The Compensation Agreements are not
funded and, with respect to the payments of amounts held in the
deferral accounts, the Deferring Trustees have the status of
unsecured creditors of the Funds and of each other fund in the
Invesco Fund Complex from which they are deferring
compensation.
Board
Committees
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
).
Audit
Committee
The members of the Audit Committee are 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 Committee held seven meetings
during the twelve months ended February 28, 2013. The Audit
Committees charter is available at
www.invesco.com/us
.
10
The Audit Committees primary purposes are to:
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Oversee qualifications, independence and performance of the
independent registered public accountants;
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Appoint independent registered public accountants for the Funds;
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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;
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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;
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Review the audit and tax plans prepared by the independent
registered public accountants;
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Review the Funds audited and semi-annual financial
statements;
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Review the process that management uses to evaluate and certify
disclosure controls and procedures in
Form N-CSR;
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Review the process for preparation and review of the Funds
shareholder reports;
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Review certain tax procedures maintained by the Funds;
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Review modified or omitted officer certifications and
disclosures;
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Review any internal audits of the Funds;
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Establish procedures regarding questionable accounting or
auditing matters and other alleged violations;
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Set hiring policies for employees and proposed employees of the
Funds who are employees or former employees of the independent
registered public accountants; and
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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.
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Compliance
Committee
The members of the Compliance Committee are Messrs. Bayley,
Bunch, Dammeyer (Vice-Chair), Stickel and Dr. Soll (Chair).
The Compliance Committee held six meetings during the twelve
months ended February 28, 2013. The Compliance Committee is
responsible for:
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Recommending to the Board and the Independent Trustees the
appointment, compensation and removal of the Funds CCO;
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Recommending to the Independent Trustees the appointment,
compensation and removal of the Funds Senior Officer
appointed pursuant to the terms of the Assurances of
Discontinuance entered into by the New York Attorney General,
Invesco and INVESCO Funds Group, Inc.;
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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;
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Reviewing all reports on compliance matters from the Funds
CCO;
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Reviewing all recommendations made by the Senior Officer
regarding the Advisers compliance procedures;
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Reviewing all reports from the Senior Officer of any violations
of state and federal securities laws, the Colorado Consumer
Protection Act, or breaches of the Advisers fiduciary
duties to Fund shareholders and of the Advisers Code of
Ethics;
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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;
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From time to time, reviewing certain matters related to
redemption fee waivers and recommending to the Board whether or
not to approve such matters;
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Receiving and reviewing quarterly reports on the activities of
the Advisers Internal Compliance Controls Committee;
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Reviewing all reports made by the Advisers CCO;
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Reviewing and recommending to the Independent Trustees whether
to approve procedures to investigate matters brought to the
attention of the Advisers ombudsman;
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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
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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.
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11
Governance
Committee
The members of the Governance Committee are Messrs. Arch,
Crockett, Albert R. Dowden (Chair), Jack M. Fields (Vice-Chair),
Hugo F. Sonnenschein and Dr. Prema Mathai-Davis. The
Governance Committee held six meetings during the twelve months
ended February 28, 2013. The Governance Committees
charter is available at
www.invesco.com/us
.
The Governance Committee is responsible for:
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Nominating persons who will qualify as Independent Trustees for
(a) election as Trustees in connection with meetings of
shareholders of the Funds that are called to vote on the
election of Trustees, (b) appointment by the Board as
Trustees in connection with filling vacancies that arise in
between meetings of shareholders;
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Reviewing the size of the Board, and recommending to the Board
whether the size of the Board shall be increased or decreased;
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Nominating the Chair of the Board;
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Monitoring the composition of the Board and each committee of
the Board, and monitoring the qualifications of all Trustees;
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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;
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Reviewing and recommending the amount of compensation payable to
the Independent Trustees;
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Overseeing the selection of independent legal counsel to the
Independent Trustees;
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Reviewing and approving the compensation paid to independent
legal counsel to the Independent Trustees;
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Reviewing and approving the compensation paid to counsel and
other advisers, if any, to the Committees of the Board; and
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Reviewing as they deem appropriate administrative
and/or
logistical matters pertaining to the operations of the Board.
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The Governance Committee will consider nominees recommended by a
shareholder to serve as Trustee, provided: (i) that such
person is a shareholder of record at the time he or she submits
such names and is entitled to vote at the meeting of
shareholders at which Trustees will be elected; and
(ii) that the Governance Committee or the Board, as
applicable, shall make the final determination of persons to be
nominated. Notice procedures set forth in each Funds
Bylaws require that any shareholder of a Fund desiring to
nominate a Trustee for election at a shareholder meeting must
submit to the Funds Secretary the nomination in writing
not later than the close of business on the later of the
60th day prior to such shareholder meeting or the tenth day
following the day on which public announcement is made of the
shareholder meeting and not earlier than the close of business
on the 90th day prior to the shareholder meeting.
Investments
Committee
The members of the Investments Committee are Messrs. Arch,
Bayley (Chair), Bunch (Vice-Chair), Crockett, Dammeyer, Dowden,
Fields (Vice-Chair), Flanagan, Sonnenschein (Vice-Chair),
Stickel, Taylor, Whalen, and Drs. Mathai-Davis and Soll.
The Investments Committee held six meetings during the twelve
months ended February 28, 2013.
The Investments Committees primary purposes are to assist
the Board in its oversight of the investment management services
provided by the Adviser and the Sub-Advisers and to review all
proposed and existing advisory and sub-advisory arrangements for
the Funds and recommend what action the full Boards and the
Independent Trustees take regarding the approval of all such
proposed arrangements and the continuance of all such existing
arrangements.
The Investments Committee has established three Sub-Committees.
The Sub-Committees are responsible for:
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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;
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Reviewing with the applicable portfolio managers from time to
time the investment objective(s), policies, strategies and
limitations of the Designated Funds;
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Evaluating the investment advisory and sub-advisory arrangements
in effect or proposed for the Designated Funds, unless the
Investments Committee takes such action directly;
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Being familiar with the registration statements and periodic
shareholder reports applicable to their Designated
Funds; and
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Such other investment-related matters as the Investments
Committee may delegate to the Sub-Committee from time to time.
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Valuation,
Distribution and Proxy Oversight Committee
The members of the Valuation, Distribution and Proxy Oversight
Committee are Messrs. Dowden, Fields, Sonnenschein
(Vice-Chair), Whalen and Dr. Mathai-Davis (Chair). The
Valuation, Distribution and Proxy Oversight Committee held six
meetings during the twelve months ended February 28, 2013.
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
12
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 each
Fund.
The Valuation, Distribution and Proxy Oversight Committee is
responsible for:
With regard to valuation
:
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Developing an understanding of the valuation process and the
Funds Pricing Procedures;
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Reviewing the Pricing Procedures and making recommendations to
the full Board with respect thereto;
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Reviewing the reports described in the Pricing Procedures and
other information from the Adviser regarding fair value
determinations made pursuant to the Pricing Procedures by the
Advisers internal valuation committee and making reports
and recommendations to the full Board with respect thereto;
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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;
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Upon request of the Adviser, assisting the Advisers
internal valuation committee or the full Board in resolving
particular fair valuation issues;
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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
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Overseeing actual or potential conflicts of interest by
investment personnel or others that could affect their input or
recommendations regarding pricing or liquidity issues.
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With regard to distribution and marketing
:
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Developing an understanding of mutual fund distribution and
marketing channels and legal, regulatory and market developments
regarding distribution;
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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
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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.
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With regard to proxy voting
:
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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;
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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
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In implementing its responsibilities in this area, assisting the
Adviser in resolving particular proxy voting issues.
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Shareholder
Communications
Shareholders may send communications to each Funds Board.
Shareholders should send communications intended for the Board
or for a Trustee by addressing the communication directly to the
Board or individual Trustee
and/or
otherwise clearly indicating that the communication is for the
Board or individual Trustee and by sending the communication to
either the office of the Secretary of the applicable Fund or
directly to such Trustee at the address specified for such
Trustee above. Other shareholder communications received by any
Fund not directly addressed and sent to the Board will be
reviewed and generally responded to by management, and will be
forwarded to the Board only at managements discretion
based on the matters contained therein.
THE BOARD
RECOMMENDS A VOTE FOR ALL OF THE NOMINEES.
13
OTHER
INFORMATION
Executive
Officers of the Funds
The following information relates to the executive officers of
the Funds. Each officer also serves in the same capacity for all
or a number of the other investment companies advised by the
Adviser or affiliates of the Adviser. The officers of the Funds
are appointed annually by the Trustees and serve for one year or
until their respective successors are chosen and qualified. The
Funds officers receive no compensation from the Funds but
may also be officers or employees of the Adviser or of
affiliates of the Adviser and may receive compensation in such
capacities. The address of each officer is 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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2010
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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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2010
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Director, Senior Vice President, Secretary and General Counsel,
Invesco Management Group, Inc. (formerly known as Invesco Aim
Management Group, 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, Invesco Investment Advisers LLC (formerly
known as Van Kampen Asset Management); Secretary and General
Counsel, Invesco Capital Markets, Inc. (formerly known as Van
Kampen Funds Inc.); and Chief Legal Officer, PowerShares
Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund
Trust II, PowerShares India Exchange-Traded Fund Trust and
PowerShares Actively Managed Exchange-Traded Fund Trust.
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Formerly: Director and Vice President, Van Kampen Advisors Inc.;
Director, Vice President, Secretary and General Counsel, Van
Kampen Investor Services Inc.; Director, Invesco Distributors,
Inc. (formerly known as Invesco Aim Distributors, Inc.);
Director, Senior Vice President, General Counsel and Secretary,
Invesco Aim Advisers, Inc. and Van Kampen Investments Inc.;
Director, Vice President and Secretary, Fund Management Company;
Director, Senior Vice President, Secretary, General Counsel and
Vice President, Invesco Aim Capital Management, Inc.; Chief
Operating Officer and General Counsel, Liberty Ridge Capital,
Inc. (an investment adviser); Vice President and Secretary, PBHG
Funds (an investment company) and PBHG Insurance Series Fund (an
investment company); Chief Operating Officer, General Counsel
and Secretary, Old Mutual Investment Partners (a broker-dealer);
General Counsel and Secretary, Old Mutual Fund Services (an
administrator) and Old Mutual Shareholder Services (a
shareholder servicing center); Executive Vice President, General
Counsel and Secretary, Old Mutual Capital, Inc. (an investment
adviser); and Vice President and Secretary, Old Mutual Advisors
Funds (an investment company).
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Sheri Morris 1964
Vice President, Treasurer and Principal Financial Officer
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2010
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Vice President, Treasurer and Principal Financial Officer, The
Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly
known as Invesco Institutional (N.A.), Inc.) (registered
investment adviser); and Vice President, PowerShares
Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund
Trust II, PowerShares India Exchange-Traded Fund Trust, and
PowerShares Actively Managed Exchange-Traded Fund Trust.
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Formerly: Vice President, Invesco Aim 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.; and Treasurer,
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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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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Karen Dunn Kelley 1960
Vice President
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2010
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Head of Invescos World Wide Fixed Income and Cash Management Group; Director, Co-President, Co-Chief Executive Officer, and Co-Chairman, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.)(registered investment adviser); Chairman, Invesco Senior Secured Management, Inc.; Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Invesco Mortgage Capital Inc., INVESCO Global Asset Management Limited, Invesco Management Company Limited and INVESCO Management S.A.; Director and President, INVESCO Asset Management (Bermuda) Ltd.; 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).
Formerly: Senior Vice President, Van Kampen Investments Inc. and Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.)(registered investment adviser); 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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Crissie Wisdom 1969
Anti-Money Laundering Compliance Officer
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2013
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Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc.
(formerly known as Invesco Institutional (N.A.),
Inc.)(registered investment adviser), The Invesco Funds, Invesco
Funds (Chicago), and 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; Fraud Prevention Manager and
Controls and Risk Analysis Manager, Invesco Investment Services,
Inc.
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Todd L. Spillane 1958
Chief Compliance Officer
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2010
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Senior Vice President, Invesco Management Group, Inc. (formerly
known as Invesco Aim Management Group, 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; Vice President, Invesco
Distributors, Inc. (formerly known as Invesco Aim Distributors,
Inc.) and Invesco Investment Services, Inc. (formerly known as
Invesco Aim Investment Services, Inc.)
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Formerly: Chief Compliance Officer, Invesco Van Kampen
Closed-End Funds; Senior Vice President, Van Kampen Investments
Inc.; Senior Vice President and Chief Compliance Officer,
Invesco Aim Advisers, Inc. and Invesco Aim Capital Management,
Inc.; Chief Compliance Officer, INVESCO Private Capital
Investments, Inc. (holding company), Invesco Private Capital,
Inc. (registered investment adviser), Invesco Global Asset
Management (N.A.), Inc., Invesco Senior Secured Management, Inc.
(registered investment adviser), Van Kampen Investor Services
Inc., 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; and Vice President, Invesco Aim Capital Management,
Inc. and Fund Management Company.
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Principal
Shareholders of the Funds
The persons who as of the Record Date, according to publicly
available filings made with the SEC, held of record more than 5%
of the Common Shares or Preferred Shares of a Fund are set forth
in
Annex B
. 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.
Trustee
Ownership of Fund Shares
As of the Record Date, no Trustee or executive officer owned,
directly or beneficially, Common Shares or Preferred Shares of
any Fund. As of the Record Date, each Trustee beneficially owned
equity securities of other funds in the Invesco
Fund Complex overseen by the Trustees in the dollar range
amounts specified in
Annex C
.
15
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 30(f) of the 1940 Act and Section 16(a) of the
Securities Exchange Act of 1934, as amended, require each of the
Funds Trustees, officers, and investment advisers,
affiliated persons of the investment advisers, and persons who
own more than 10% of a registered class of a Funds equity
securities to file forms with the SEC and the NYSE (on which the
Common Shares are listed), reporting their affiliation with the
Fund and reports of ownership and changes in ownership of
Shares. These persons and entities are required by SEC
regulations to furnish the Fund with copies of all such forms
they file. Based on a review of these forms furnished to each
Fund, each Fund believes, to the best of its knowledge, that
during its last fiscal year, its Trustees, its officers, the
Adviser and affiliated persons of the Adviser complied with the
applicable filing requirements.
Independent
Registered Public Accounting Firm
PricewaterhouseCoopers, LLP (
PwC
) has been
selected as each Funds independent registered public
accounting firm by the Audit Committee and ratified by unanimous
approval of each Funds Board, including a majority of the
Independent Trustees, to audit the accounts of the Funds for and
during fiscal year end February 28, 2013. The Funds do not
know of any direct or indirect financial interest of PwC in the
Funds.
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.
In accordance with the adopted pre-approval policies and
procedures, the Audit Committee has pre-approved all audit and
non-audit services provided to each Fund by its independent
registered public accounting firm. Pre-approval by the Audit
Committee of any permissible non-audit services is not, however,
required so long as: (i) the aggregate amount of all such
permissible non-audit services provided to a Fund constitutes
not more than 5% of the total amount of revenues paid by the
Fund to its independent registered public accounting firm during
the fiscal year in which the permissible non-audit services are
provided; (ii) the permissible non-audit services were not
recognized by a Fund at the time of the engagement to be
non-audit services; and (iii) such services are promptly
brought to the attention of the Audit Committee and approved
prior to the completion of the audit by the Audit Committee.
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. 114
(Auditors Communications with those charged with
Governance). 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.
Audit
Fees
For each Funds two most recently completed fiscal years,
the aggregate fees billed to each Fund by PwC for professional
services rendered for the audit of such Funds annual
financial statements are set forth on
Annex D
. All
of the audit services for the fiscal years ended
February 28, 2013 and February 29, 2012 were approved
by the Audit Committee in accordance with its pre-approval
policies and procedures.
Audit-Related
Fees
For each Funds two most recently completed fiscal years,
the aggregate fees billed to each Fund by PwC for professional
services rendered for audit-related services are set forth on
Annex D
. All of the audit-related services, which
include assurance and related services reasonably related to the
performance of the audit of a Fund, for the fiscal years ended
February 28, 2013 and February 29, 2012 were approved
by the Audit Committee in accordance with its pre-approval
policies and procedures.
Tax
Fees
For each Funds two most recently completed fiscal years,
the aggregate fees billed by PwC and approved by the Audit
Committee of each Fund for professional services rendered for
tax compliance, tax advice, and tax planning are set forth on
Annex D
. All of the tax services for the fiscal
years ended February 28, 2013 and February 29, 2012
were approved by the Audit Committee in accordance with its
pre-approval policies and procedures.
All Other
Fees
There were no fees billed by PwC for the fiscal years ended
February 28, 2013 and February 29, 2012 for services
rendered to the Funds other than audit, audit-related and tax
services.
Covered
Entities
No non-audit fees were billed by PwC for the fiscal years ended
February 28, 2013 and February 29, 2012 for services
rendered to the Adviser or any entity controlling, controlled by
or under common control with the Adviser that provides ongoing
services to the Funds (the
Covered Entities
).
The Audit Committee is required to pre-approve services to
Covered Entities to the extent that the
16
services are determined to have a direct impact on the
operations or financial reporting of the Funds. The Audit
Committee also considers whether the provision of non-audit
services, if any, performed by PwC to the Funds and Covered
Entities is compatible with maintaining PwCs independence
in performing audit services.
Proxy
Solicitation 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 agent of the Funds and by dealers or their
representatives. The Funds have also retained Computershare
Fund Services (
Computershare
), 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 Computershare if their votes have not
yet been received. The estimated cost of solicitation by
Computershare is approximately $1,200 per Fund.
Shareholder
Proposals
Shareholder proposals intended to be presented at the year 2014
annual meeting of shareholders for a Fund pursuant to
Rule 14a-8
under the Exchange Act of 1934, as amended, must be received by
the Funds Secretary at the Funds principal executive
offices by February 18, 2014, 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 2014 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 10, 2014 and not later than May 10, 2014. 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 17, 2013
17
ANNEX A
TRUSTEE COMPENSATION
Set forth below is information regarding compensation paid or
accrued for each Trustee who was not affiliated with the Adviser
during the fiscal year ended February 28, 2013. The term
Invesco Fund Complex
includes each of
the investment companies advised by the Adviser.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension or
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement
|
|
|
Estimated
|
|
|
|
|
|
|
|
|
|
Benefits
|
|
|
Annual
|
|
|
Total
|
|
|
|
|
|
|
Accrued by
|
|
|
Benefits from
|
|
|
Compensation
|
|
|
|
Aggregate
|
|
|
All Funds in
|
|
|
Invesco Fund
|
|
|
Before
|
|
|
|
Compensation
|
|
|
the Invesco
|
|
|
Complex
|
|
|
Deferral from
|
|
|
|
from the
|
|
|
Fund
|
|
|
Upon
|
|
|
Invesco Fund
|
|
Name of Trustee
|
|
Funds
(1)
|
|
|
Complex
(2)
|
|
|
Retirement
(3)
|
|
|
Complex
(4)
|
|
|
Interested Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wayne W. Whalen
|
|
$
|
4,603
|
|
|
$
|
357,269
|
|
|
$
|
204,000
|
|
|
$
|
393,000
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David C. Arch
|
|
|
4,773
|
|
|
|
202,943
|
|
|
|
204,000
|
|
|
|
406,250
|
|
Frank S. Bayley
|
|
|
6,260
|
|
|
|
227,815
|
|
|
|
204,000
|
|
|
|
377,900
|
|
James T. Bunch
|
|
|
5,182
|
|
|
|
333,951
|
|
|
|
204,000
|
|
|
|
345,700
|
|
Bruce L. Crockett
|
|
|
10,591
|
|
|
|
229,886
|
|
|
|
204,000
|
|
|
|
666,000
|
|
Rodney F. Dammeyer
|
|
|
4,729
|
|
|
|
345,145
|
|
|
|
204,000
|
|
|
|
357,087
|
|
Albert R. Dowden
|
|
|
6,184
|
|
|
|
322,755
|
|
|
|
204,000
|
|
|
|
372,900
|
|
Jack M. Fields
|
|
|
4,813
|
|
|
|
363,066
|
|
|
|
204,000
|
|
|
|
316,000
|
|
Carl
Frischling
(5)
|
|
|
4,096
|
|
|
|
227,815
|
|
|
|
204,000
|
|
|
|
367,900
|
|
Prema Mathai-Davis
|
|
|
5,221
|
|
|
|
349,810
|
|
|
|
204,000
|
|
|
|
340,700
|
|
Larry Soll
|
|
|
6,302
|
|
|
|
371,889
|
|
|
|
225,769
|
|
|
|
377,900
|
|
Hugo F. Sonnenschein
|
|
|
5,106
|
|
|
|
345,145
|
|
|
|
204,000
|
|
|
|
426,700
|
|
Raymond Stickel, Jr.
|
|
|
6,668
|
|
|
|
259,883
|
|
|
|
204,000
|
|
|
|
402,600
|
|
|
|
|
(1)
|
|
The total amount of compensation
deferred by all Trustees of the Funds during the fiscal year
ended February 28, 2013, including earnings, was $17,717.
|
|
(2)
|
|
During the fiscal year ended
February 28, 2013, the total amount of expenses allocated
to the Funds in respect of such retirement benefits was $20,048.
|
|
(3)
|
|
These amounts represent the
estimated annual benefits payable by the Funds upon the
Trustees retirement and assume each Trustee serves until
his or her normal retirement date.
|
|
(4)
|
|
All Trustees, except
Messrs. Arch, Sonnenschein and Whalen, currently serve as
Trustees of 16 registered investment companies advised by the
Adviser. Messrs. Arch, Sonnenschein and Whalen currently
serve as Trustees of 29 registered investment companies advised
by the Adviser.
|
|
(5)
|
|
Mr. Frischling retired from
the Board of Trustees on December 31, 2012.
|
A-1
ANNEX B
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of the Record Date, according to disclosure publicly filed
with the SEC, the following record owners of Common Shares or
Preferred Shares of each Fund held, directly or beneficially,
more than 5% of the voting securities of the one class of
securities of each Fund.
|
|
|
|
|
|
|
|
|
AMOUNT OF SHARES
|
|
PERCENTAGE OF
|
|
|
|
OWNED BY BENEFICIAL
|
|
SHARES OUTSTANDING
|
|
|
|
OWNER
|
|
AS OF RECORD DATE
|
|
Invesco Municipal Income Opportunities Trust
|
Common Shares
|
|
|
|
|
|
|
Morgan Stanley Smith Barney LLC
|
|
8,614,967
|
|
|
18.17
|
%
|
2000 Westchester Av. Purchase, NY 10577
|
|
|
|
|
|
|
Bank of New York
|
|
5,291,090
|
|
|
11.16
|
%
|
525 William Penn Pl. Pittsburgh, PA 15259
|
|
|
|
|
|
|
First Clearing Corp.
|
|
5,127,975
|
|
|
10.81
|
%
|
2801 Market St. St. Louis, MO 63103
|
|
|
|
|
|
|
National Financial Services
|
|
4,235,471
|
|
|
8.93
|
%
|
499 Washington Blvd. Jersey City, NJ 07310
|
|
|
|
|
|
|
Charles Schwab & Co., Inc.
|
|
2,949,216
|
|
|
6.22
|
%
|
2423 E Lincoln Dr. Phoenix, AZ 85016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Invesco Quality Municipal Income Trust
|
Common Shares
|
|
|
|
|
|
|
Morgan Stanley Smith Barney LLC
|
|
13,383,552
|
|
|
25.31
|
%
|
2000 Westchester Ave. Purchase, NY 10577
|
|
|
|
|
|
|
Bank of New York
|
|
7,737,674
|
|
|
14.63
|
%
|
525 William Penn Pl. Pittsburgh, PA 15259
|
|
|
|
|
|
|
First Clearing Corp.
|
|
4,295,609
|
|
|
8.12
|
%
|
2801 Market St. St. Louis, MO 63103
|
|
|
|
|
|
|
Merrill Lynch & Co.
|
|
3,271,199
|
|
|
6.19
|
%
|
4804 Deer Lake Dr. E. Jacksonville, FL 32246
|
|
|
|
|
|
|
National Financial Services
|
|
3,133,265
|
|
|
5.92
|
%
|
499 Washington Blvd. Jersey City, NJ 07310
|
|
|
|
|
|
|
Charles Schwab & Co., Inc.
|
|
3,106,993
|
|
|
5.88
|
%
|
2423 E Lincoln Dr. Phoenix, AZ 85016
|
|
|
|
|
|
|
Preferred Shares
|
|
|
|
|
|
|
JP Morgan Chase/ Municipal Dealer
|
|
2,139
|
|
|
100
|
%
|
500 Stanton Christiana Rd. Neward, DE
19713-2107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Invesco Value Municipal Income Trust
|
Common Shares
|
|
|
|
|
|
|
Morgan Stanley Smith Barney LLC
|
|
10,150,312
|
|
|
21.58
|
%
|
2000 Westchester Ave. Purchase, NY 10577
|
|
|
|
|
|
|
Bank of New York
|
|
5,665,992
|
|
|
12.05
|
%
|
525 William Penn Pl. Pittsburgh, PA 15259
|
|
|
|
|
|
|
First Clearing Corp.
|
|
5,385,823
|
|
|
11.45
|
%
|
2801 Market St. St. Louis, MO 63103
|
|
|
|
|
|
|
National Financial Services
|
|
3,029,633
|
|
|
6.44
|
%
|
499 Washington Blvd. Jersey City, NJ 07310
|
|
|
|
|
|
|
Merrill Lynch & Co.
|
|
2,817,911
|
|
|
5.99
|
%
|
4804 Deer Lake Dr. E. Jacksonville, FL 32246
|
|
|
|
|
|
|
Charles Schwab & Co., Inc.
|
|
2,543,685
|
|
|
5.41
|
%
|
2423 E Lincoln Dr.
Phoenix, AZ 85016
|
|
|
|
|
|
|
Edward D Jones & Company
|
|
2,453,652
|
|
|
5.22
|
%
|
12555 Manchester Rd. St. Louis, MO 63131
|
|
|
|
|
|
|
Preferred Shares
|
|
|
|
|
|
|
Bank of NY Mellon One Wall St.
New York, NY 10286
|
|
1,431
|
|
|
100
|
%
|
B-1
ANNEX C
TRUSTEE BENEFICIAL OWNERSHIP OF FUND 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 by each Trustee as of the calendar year
ended December 31, 2012.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Dollar Range of Equity
|
|
|
|
|
|
|
Securities in all Registered
|
|
|
|
Aggregate dollar range of
|
|
|
Investment Companies Overseen
|
|
|
|
Equity Securities of the Funds
|
|
|
by Trustee in the
|
|
Name of Trustee
|
|
owned by Trustee
|
|
|
Invesco Fund Complex
|
|
|
Interested Trustees
|
|
|
|
|
|
|
|
|
Martin L. Flanagan
|
|
|
None
|
|
|
Over $
|
100,000
|
|
Philip A. Taylor
|
|
|
None
|
|
|
|
None
|
|
Wayne W. Whalen
|
|
|
None
|
|
|
Over $
|
100,000
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
David C. Arch
|
|
|
None
|
|
|
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)
|
Rodney F. Dammeyer
|
|
|
None
|
|
|
Over $
|
100,000
|
|
Albert R. Dowden
|
|
|
None
|
|
|
Over $
|
100,000
|
|
Jack M. Fields
|
|
|
None
|
|
|
Over $
|
100,000
|
(1)
|
Prema Mathai-Davis
|
|
|
None
|
|
|
Over $
|
100,000
|
(1)
|
Larry Soll
|
|
|
None
|
|
|
Over $
|
100,000
|
(1)
|
Hugo F. Sonnenschein
|
|
|
None
|
|
|
Over $
|
100,000
|
|
Raymond Stickel, Jr.
|
|
|
None
|
|
|
Over $
|
100,000
|
|
|
|
|
(1)
|
|
Includes the total amount of
compensation deferred by the Trustee at his or her election
pursuant to a deferred compensation plan. Such deferred
compensation is placed in a deferral account and deemed to be
invested in one or more of the funds in the Invesco
Fund Complex.
|
C-1
ANNEX D
FEES BILLED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
During each Funds prior two fiscal years, the Funds were
billed the amounts listed below by PricewaterhouseCoopers LLP
(
PwC
), the Funds independent registered
public accounting firm, for audit and non-audit services
rendered to the Funds. During each Funds prior two fiscal
years, all audit or non-audit services provided to the Funds by
PwC were approved by each Funds Audit Committee in
accordance with its pre-approval policies and procedures.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Billed for
|
|
|
|
Fees Billed for
|
|
|
Services Rendered to
|
|
|
|
Services Rendered to
|
|
|
the Fund
|
|
|
|
the Fund for fiscal
|
|
|
for fiscal year end
|
|
|
|
year end February 28,
|
|
|
February 29,
|
|
|
|
2013
|
|
|
2012
|
|
|
Invesco Value Municipal Income Trust
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit Fees
|
|
$
|
59,875
|
|
|
$
|
36,300
|
|
|
|
|
|
|
|
|
|
|
Non-Audit Fees Audit-Related Fees
|
|
$
|
31,635
|
|
|
$
|
5,000
|
|
Tax
Fees
(1)
|
|
$
|
14,550
|
|
|
$
|
4,300
|
|
All Other Fees
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
Total Non-Audit Fees
|
|
$
|
46,185
|
|
|
$
|
9,300
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
$
|
106,060
|
|
|
$
|
45,600
|
|
|
|
|
|
|
|
|
|
|
Invesco Quality Municipal Income Trust
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit Fees
|
|
$
|
59,875
|
|
|
$
|
36,300
|
|
|
|
|
|
|
|
|
|
|
Non-Audit Fees Audit-Related Fees
|
|
$
|
31,635
|
|
|
$
|
5,000
|
|
Tax
Fees
(1)
|
|
$
|
10,550
|
|
|
$
|
4,100
|
|
All Other Fees
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
Total Non-Audit Fees
|
|
$
|
42,185
|
|
|
$
|
9,100
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
$
|
102,060
|
|
|
$
|
45,400
|
|
|
|
|
|
|
|
|
|
|
Invesco Municipal Income Opportunities Trust
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit Fees
|
|
$
|
59,875
|
|
|
$
|
31,200
|
|
|
|
|
|
|
|
|
|
|
Non-Audit Fees Audit-Related Fees
|
|
$
|
6,000
|
|
|
$
|
0
|
|
Tax
Fees
(1)
|
|
$
|
10,550
|
|
|
$
|
4,300
|
|
All Other Fees
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
Total Non-Audit Fees
|
|
$
|
16,550
|
|
|
$
|
4,300
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
$
|
76,425
|
|
|
$
|
35,500
|
|
|
|
|
(1)
|
|
Tax fees for the fiscal year end
February 28, 2013 and fiscal year end February 29,
2012 include fees billed for reviewing tax returns.
|
D-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.
INVESCO QUALITY MUNICIPAL INCOME TRUST (the Fund)
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES (the Board)
PROXY FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 8, 2013
PREFERRED SHARES
The undersigned holder of Preferred Shares of the Fund hereby appoints Philip A. Taylor, John M.
Zerr, Sheri S. Morris, Peter A. Davidson and Veronica Castillo, 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 August 8, 2013, at 1:00 p.m., Eastern Time, and at any adjournment or postponement thereof, all
of the Preferred Shares of the Fund which the undersigned would be entitled to vote if personally
present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED
FOR ALL OF THE NOMINEES, AND IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
NOTE: If you vote by telephone or on the Internet, please do NOT return your proxy card.
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
2013
Date
PLEASE VOTE VIA 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 August 8, 2013.
The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/inv-24638
Please detach at perforation before mailing.
This proxy is solicited on behalf of the Board. The Board recommends voting FOR ALL of the
nominees.
TO VOTE, MARK A BOX BELOW IN BLUE OR BLACK INK. Example:
1. Election of Trustees The Board recommends a vote FOR ALL of the nominees listed: FOR WITHHOLD
FOR ALL
ALL ALL EXCEPT
01. Albert R. Dowden 03. Raymond Stickel, Jr.
02. Hugo F. Sonnenschein
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box FOR ALL
EXCEPT
and write the 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 AND
IN ACCORDANCE WITH THE VOTING STANDARDS SET FORTH IN THE PROXY STATEMENT WITH RESPECT TO ANY
ADJOURNMENT OR POSTPONEMENT OF THE MEETING.
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.
INVESCO VALUE MUNICIPAL INCOME TRUST (the Fund)
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES (the Board)
PROXY FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 8, 2013
PREFERRED SHARES
The undersigned holder of Preferred Shares of the Fund hereby appoints Philip A. Taylor, John M.
Zerr, Sheri S. Morris, Peter A. Davidson and Veronica Castillo, 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 August 8, 2013, at 1:00 p.m., Eastern Time, and at any adjournment or postponement thereof, all
of the Preferred Shares of the Fund which the undersigned would be entitled to vote if personally
present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED
FOR ALL OF THE NOMINEES, AND IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
NOTE: If you vote by telephone or on the Internet, please do NOT return your proxy card.
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
2013
Date
PLEASE VOTE VIA 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 August 8, 2013.
The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/inv-24638
Please detach at perforation before mailing.
This proxy is solicited on behalf of the Board. The Board recommends voting FOR ALL of the
nominees.
TO VOTE, MARK A BOX BELOW IN BLUE OR BLACK INK. Example:
1. Election of Trustees The Board recommends a vote FOR ALL of the nominees listed: FOR WITHHOLD
FOR ALL
ALL ALL EXCEPT
01. Albert R. Dowden 03. Raymond Stickel, Jr.
02. Hugo F. Sonnenschein
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box FOR ALL
EXCEPT
and write the 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 AND
IN ACCORDANCE WITH THE VOTING STANDARDS SET FORTH IN THE PROXY STATEMENT WITH RESPECT TO ANY
ADJOURNMENT OR POSTPONEMENT OF THE MEETING.
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.
INVESCO QUALITY MUNICIPAL INCOME TRUST (the Fund)
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES (the Board)
PROXY FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 8, 2013
PREFERRED SHARES
The undersigned holder of Preferred Shares of the Fund hereby appoints Philip A. Taylor, John M.
Zerr, Sheri S. Morris, Peter A. Davidson and Veronica Castillo, 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 August 8, 2013, at 1:00 p.m., Eastern 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 NOMINEE, AND IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
NOTE: If you vote by telephone or on the Internet, please do NOT return your proxy card.
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
2013
Date
PLEASE VOTE VIA 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 August 8, 2013.
The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/inv-24638
Please detach at perforation before mailing.
This proxy is solicited on behalf of the Board. The Board recommends voting FOR the nominee.
TO VOTE, MARK A BOX BELOW IN BLUE OR BLACK INK. Example:
1. Election of Trustee The Board recommends a vote FOR the nominee listed: FOR AGAINST ABSTAIN
01. Prema Mathai-Davis
PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING AND
IN ACCORDANCE WITH THE VOTING STANDARDS SET FORTH IN THE PROXY STATEMENT WITH RESPECT TO ANY
ADJOURNMENT OR POSTPONEMENT OF THE MEETING.
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.
INVESCO VALUE MUNICIPAL INCOME TRUST (the Fund)
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES (the Board)
PROXY FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 8, 2013
PREFERRED SHARES
The undersigned holder of Preferred Shares of the Fund hereby appoints Philip A. Taylor, John M.
Zerr, Sheri S. Morris, Peter A. Davidson and Veronica Castillo, 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 August 8, 2013, at 1:00 p.m., Eastern 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 NOMINEE, AND IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
NOTE: If you vote by telephone or on the Internet, please do NOT return your proxy card.
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
2013
Date
PLEASE VOTE VIA 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 August 8, 2013.
The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/inv-24638
Please detach at perforation before mailing.
This proxy is solicited on behalf of the Board. The Board recommends voting FOR the nominee.
TO VOTE, MARK A BOX BELOW IN BLUE OR BLACK INK. Example:
1. Election of Trustee The Board recommends a vote FOR the nominee listed: FOR AGAINST ABSTAIN
01. Prema Mathai-Davis
PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING AND
IN ACCORDANCE WITH THE VOTING STANDARDS SET FORTH IN THE PROXY STATEMENT WITH RESPECT TO ANY
ADJOURNMENT OR POSTPONEMENT OF THE MEETING.
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.
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST (the Fund)
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES (the Board)
PROXY FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 8, 2013
COMMON SHARES
The undersigned holder of Common Shares of the Fund hereby appoints Philip A. Taylor, John M. Zerr,
Sheri S. Morris, Peter A. Davidson and Veronica Castillo, 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 August
8, 2013, at 1:00 p.m., Eastern Time, and at any adjournment or postponement thereof, all of the
Common Shares of the Fund which the undersigned would be entitled to vote if personally present. IF
THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED FOR ALL OF
THE NOMINEES, AND IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING.
NOTE: If you vote by telephone or on the Internet, please do NOT return your proxy card.
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
2013
Date
PLEASE VOTE VIA 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 August, 8, 2013.
The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/inv-24638
Please detach at perforation before mailing.
This proxy is solicited on behalf of the Board. The Board recommends voting FOR ALL of the
nominees.
TO VOTE, MARK A BOX BELOW IN BLUE OR BLACK INK. Example:
1. Election of Trustees The Board recommends a vote FOR ALL of the nominees listed: FOR WITHHOLD
FOR ALL
ALL ALL EXCEPT
01. Albert R. Dowden 03. Hugo F. Sonnenschein
02. Prema Mathai-Davis 04. Raymond Stickel, Jr.
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box FOR ALL
EXCEPT
and write the 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 AND
IN ACCORDANCE WITH THE VOTING STANDARDS SET FORTH IN THE PROXY STATEMENT WITH RESPECT TO ANY
ADJOURNMENT OR POSTPONEMENT OF THE MEETING.
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.
INVESCO QUALITY MUNICIPAL INCOME TRUST (the Fund)
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES (the Board)
PROXY FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 8, 2013
COMMON SHARES
The undersigned holder of Common Shares of the Fund hereby appoints Philip A. Taylor, John M. Zerr,
Sheri S. Morris, Peter A. Davidson and Veronica Castillo, 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 August
8, 2013, at 1:00 p.m., Eastern Time, and at any adjournment or postponement thereof, all of the
Common Shares of the Fund which the undersigned would be entitled to vote if personally present. IF
THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED FOR ALL OF
THE NOMINEES, AND IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING.
NOTE: If you vote by telephone or on the Internet, please do NOT return your proxy card.
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
2013
Date
PLEASE VOTE VIA 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 August, 8, 2013.
The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/inv-24638
Please detach at perforation before mailing.
This proxy is solicited on behalf of the Board. The Board recommends voting FOR ALL of the
nominees.
TO VOTE, MARK A BOX BELOW IN BLUE OR BLACK INK. Example:
1. Election of Trustees The Board recommends a vote FOR ALL of the nominees listed: FOR WITHHOLD
FOR ALL
ALL ALL EXCEPT
01. Albert R. Dowden 03. Raymond Stickel, Jr.
02. Hugo F. Sonnenschein
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box FOR ALL
EXCEPT
and write the 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 AND
IN ACCORDANCE WITH THE VOTING STANDARDS SET FORTH IN THE PROXY STATEMENT WITH RESPECT TO ANY
ADJOURNMENT OR POSTPONEMENT OF THE MEETING.
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.
INVESCO VALUE MUNICIPAL INCOME TRUST (the Fund)
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES (the Board)
PROXY FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 8, 2013
COMMON SHARES
The undersigned holder of Common Shares of the Fund hereby appoints Philip A. Taylor, John M. Zerr,
Sheri S. Morris, Peter A. Davidson and Veronica Castillo, 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 August
8, 2013, at 1:00 p.m., Eastern Time, and at any adjournment or postponement thereof, all of the
Common Shares of the Fund which the undersigned would be entitled to vote if personally present. IF
THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED FOR ALL OF
THE NOMINEES, AND IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING.
NOTE: If you vote by telephone or on the Internet, please do NOT return your proxy card.
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
2013
Date
PLEASE VOTE VIA 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 August 8, 2013.
The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/inv-24638
Please detach at perforation before mailing.
This proxy is solicited on behalf of the Board. The Board recommends voting FOR ALL of the
nominees.
TO VOTE, MARK A BOX BELOW IN BLUE OR BLACK INK. Example:
1. Election of Trustees The Board recommends a vote FOR ALL of the nominees listed: FOR WITHHOLD
FOR ALL
ALL ALL EXCEPT
01. Albert R. Dowden 03. Raymond Stickel, Jr.
02. Hugo F. Sonnenschein
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box FOR ALL
EXCEPT
and write the 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 AND
IN ACCORDANCE WITH THE VOTING STANDARDS SET FORTH IN THE PROXY STATEMENT WITH RESPECT TO ANY
ADJOURNMENT OR POSTPONEMENT OF THE MEETING.
PLEASE SIGN AND DATE ON THE REVERSE SIDE
|
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