SCHEDULE
14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment
No. )
Filed by the
Co-Registrants
x
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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x
Definitive
Proxy Statement
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Definitive
Revised Materials
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Soliciting
Material Pursuant to Section 140.14a-12
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INVESCO VAN KAMPEN
MUNICIPAL TRUST
INVESCO VAN KAMPEN OHIO QUALITY MUNICIPAL TRUST
INVESCO VAN KAMPEN TRUST FOR INSURED MUNICIPALS
INVESCO VAN KAMPEN TRUST FOR INVESTMENT GRADE MUNICIPALS
INVESCO VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK
MUNICIPALS
INVESCO VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW JERSEY
MUNICIPALS
INVESCO VAN KAMPEN MASSACHUSETTS VALUE MUNICIPAL INCOME
TRUST
INVESCO VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME
TRUST
INVESCO VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME
TRUST
INVESCO VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST
INVESCO VAN KAMPEN ADVANTAGE MUNICIPAL INCOME TRUST II
INVESCO VAN KAMPEN SELECT SECTOR MUNICIPAL TRUST
INVESCO VAN KAMPEN SENIOR INCOME TRUST
INVESCO VAN KAMPEN DYNAMIC CREDIT OPPORTUNITIES FUND
INVESCO VAN KAMPEN BOND FUND
INVESCO VAN KAMPEN HIGH INCOME TRUST II
(Names of Co-Registrants as Specified in Their Charters)
Payment of Filing Fee (Check the appropriate box):
x
No
fee required.
o
Fee
computed per Exchange Act Rules 14a-6(i)(1) and 0-11.
o
Fee
paid previously with preliminary materials.
Important
Notice To Invesco Van Kampen
Closed-End Fund Shareholders
Questions
&
Answers
Although
we recommend that you read the complete Joint Proxy Statement,
we have provided for your convenience a brief overview of the
issues to be voted on.
Q.
Why is a shareholder meeting being held?
A.
Each
Invesco Van Kampen closed-end fund is traded on a nationally
recognized stock exchange and is required to hold an annual
meeting of shareholders.
Q.
What proposal will be voted on?
A.
You
are being asked to elect nominees for the Board of Trustees.
Q.
Will my vote make a difference?
A.
Yes,
your vote is important and will make a difference no matter how
many shares you own. We encourage all shareholders to
participate in the governance of their funds.
Q.
How does the Board of Trustees recommend that
I vote?
A.
The
Board recommends that you vote FOR ALL of the
nominees on the enclosed proxy card.
Q.
How do I vote my proxy?
A.
You
may cast your vote by mail, phone or internet. To vote by mail,
please mark your vote on the enclosed proxy card and sign, date
and return the card in the postage-paid envelope provided. If
you choose to vote via phone or internet, please refer to the
instructions found on the proxy card accompanying this Joint
Proxy Statement. To vote by phone or internet, you will need the
control number that appears on the proxy card.
Q.
Why does the Joint Proxy Statement list several
closed-end funds?
A.
The
funds have a similar proposal and it is cost effective to have a
joint proxy statement and one meeting.
Q.
Where do I call for more information?
A.
Please
contact us at Invesco Investment Services, Inc.s 24-hour
Automated Investor Line at
1-800-341-2929
Option 1 or on the Internet at www.invesco.com.
Please vote on each
issue using blue or black ink to mark an X in one of the boxes
provided on the proxy card.
Election of
Trustees
mark FOR ALL, WITHHOLD or FOR
ALL EXCEPT.
To withhold
authority to vote for any one or more individual nominee(s),
check FOR ALL EXCEPT and write the nominees
name in the line below.
Sign, date and
return the proxy card in the enclosed postage-paid envelope. All
registered owners of an account, as shown in the address, must
sign the card. When signing as attorney, trustee, executor,
administrator, custodian, guardian or corporate officer, please
indicate your full title.
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x
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PLEASE MARK
VOTES AS IN
THIS EXAMPLE
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PROXY
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INVESCO
VAN KAMPEN XXXXX
JOINT
ANNUAL MEETING OF SHAREHOLDERS
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXX
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FOR
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FOR
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ALL
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ALL
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WITHHOLD
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EXCEPT
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1x.
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Authority to vote for the election as Class X Trustees the
nominees named below:
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2.
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To transact such other business as may properly come before
the Meeting.
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XXXXXXXXX, XXXXXXXXX, XXXXXXXXX
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To withhold authority to vote for any one or more
individual nominee check For All Except and write
the nominees name on the line below.
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Please be sure to sign and date this Proxy, Date
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Shareholder sign here Co-owner sign
here
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XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
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SAMPLE
INVESCO VAN KAMPEN
CLOSED-END FUNDS
1555 Peachtree Street, N.E.
Atlanta, GA 30309
NOTICE OF
JOINT ANNUAL MEETING OF
SHAREHOLDERS
To Be
Held July 16, 2010
Notice is hereby given to the holders of common shares of
beneficial interest (Common Shares) and, where
applicable, the holders of preferred shares of beneficial
interest (the Preferred Shares) of each of the
Invesco Van Kampen Closed-End Funds listed on Annex A
(the Funds) to the attached Joint Proxy Statement
that the Joint Annual Meeting of Shareholders of the Funds (the
Meeting) will be held at 11 Greenway Plaza, Suite
2500, Houston, TX
77046-1173,
on July 16, 2010 at 3:00 p.m., for the
following purposes:
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1.
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To elect trustees in the following manner:
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(a)
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With respect to VKI, VCV, VPV and VMV, to elect three
Class II Trustees, two by the holders of Common Shares of
each such Fund and one by the holders of the Preferred Shares of
each such Fund. The elected Class II Trustees will each
serve for a three year term or until a successor shall have been
duly elected and qualified.
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(b)
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With respect to VGM, VTJ, VIM, VTN, VOQ, VKQ, VMO and VVR, to
elect four Class III Trustees, three by the holders of
Common Shares of each such Fund and one by holders of the
Preferred Shares of such Fund. The elected Class III
Trustees will each serve for a three year term or until a
successor shall have been duly elected and qualified.
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(c)
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With respect to VTA, VLT and VBF, to elect four Class III
Trustees, each by the holders of Common Shares of each such
Fund. The elected Class III Trustees will each serve for a
three year term or until a successor shall have been duly
elected and qualified.
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(d)
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With respect to VKL, to elect four Class I Trustees, each
by the holders of the Common Shares of such Fund. The elected
Class I Trustees will each serve for a three year term or
until a successor shall have been duly elected
and qualified.
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2.
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To transact such other business as may properly come before the
Meeting or any adjournments thereof.
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Please see Annex A for a listing of each Funds ticker
symbols referenced above. Holders of record of the Common Shares
and, where applicable, Preferred Shares of each Fund at the
close of business on May 28, 2010 are entitled to notice of
and to vote at the Meeting and any adjournment thereof.
By order of the Board of Trustees
John M. Zerr,
Senior Vice President, Secretary and
Chief Legal Officer
June 11, 2010
Each Fund will furnish, without charge, a copy of its most
recent annual report (and the most recent semiannual report
succeeding the annual report, if any) to any shareholder upon
request. Any such request should be directed to the respective
Fund by calling 1-800-341-2929 Option 2 or by writing to the
respective Fund at 11 Greenway Plaza, Houston, TX
77046-1173.
Shareholders of the Funds are invited to attend the Meeting
in person. If you do not expect to attend the Meeting, please
indicate your voting instructions on the enclosed proxy card
with respect to each Fund in which you were a shareholder as of
the record date, date and sign such proxy card(s), and return it
(them) in the envelope provided, which is addressed for your
convenience and needs no postage if mailed in the
United States, or record your voting instructions by
telephone or via the internet.
In order to avoid the additional expense of further
solicitation, we ask that you mail your proxy cards(s) or record
your voting instructions by telephone or via the internet
promptly.
The Board of Trustees of each Fund recommends that you cast your
vote:
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FOR ALL
of the nominees for the Board of Trustees listed
in the Joint Proxy Statement.
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Your vote is important.
Please return your proxy card(s)
or record your voting instructions by
telephone or via the internet promptly
no matter how many shares you own.
JOINT PROXY STATEMENT
INVESCO VAN KAMPEN
CLOSED-END FUNDS
1555 Peachtree Street, N.E.
Atlanta, GA 30309
JOINT ANNUAL MEETING OF
SHAREHOLDERS
July 16, 2010
INTRODUCTION
This Joint Proxy Statement is furnished in connection with the
solicitation by the respective Board of Trustees (the
Trustees or the Board) of each of the
Invesco Van Kampen Closed-End Funds listed on
Annex A to this Joint Proxy Statement (the
Funds) of proxies to be voted at a Joint Annual
Meeting of Shareholders of the Funds, and all adjournments
thereof (the Meeting), to be held at 11 Greenway
Plaza, Suite 2500, Houston, TX
77046-1173,
on July 16, 2010, at 3:00 p.m. The Meeting will be an
annual meeting for each Fund. The approximate mailing date of
this Joint Proxy Statement and accompanying form of proxy is
June 16, 2010.
Participating in the Meeting are holders of common shares of
beneficial interest (the Common Shares) and, where
applicable, the holders of preferred shares of beneficial
interest (the Preferred Shares) of each of the Funds
as set forth in Annex A to this Joint Proxy Statement. The
Common Shares and the Preferred Shares of the Funds sometimes
are referred to herein collectively as the Shares.
The Meeting is scheduled as a joint meeting of the shareholders
of the Funds because the shareholders of the Funds are expected
to consider and vote on similar matters. The Board has
determined that the use of a joint proxy statement for the
Meeting is in the best interest of the shareholders of each of
the Funds. In the event that a shareholder of any Fund present
at the Meeting objects to the holding of a joint meeting and
moves for an adjournment of the meeting of such Fund to a time
immediately after the Meeting so that such Funds meeting
may be held separately, the persons named as proxies will vote
in favor of the adjournment.
Annex A lists the abbreviated name and stock symbol by
which the Funds sometimes are referred to in this Joint Proxy
Statement. Please refer to Annex A for any questions you
may have regarding whether your Fund is participating at the
Meeting, defined terms relating to the Funds and abbreviated
Fund names.
The Board has fixed the close of business on May 28, 2010
as the record date (the Record Date) for the
determination of holders of Shares of each Fund entitled to vote
at the Meeting. The number of issued and outstanding Common
Shares and Preferred
Shares of each Fund as of the Record Date is shown in
Annex B to this Joint Proxy Statement.
The following table summarizes the proposals to be presented at
the Meeting and the shareholders entitled to vote with respect
to the proposals.
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Proposal/Affected Funds
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Affected Shareholders
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1.
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Election of Trustees:
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(a)
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With respect to VKI, VCV, VPV and VMV, to elect
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two Class II Trustees, each by holders of
Common Shares of each such Fund
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Common
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one Class II Trustee by holders of Preferred
Shares of each such Fund
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Preferred
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(b)
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With respect to VGM, VTJ, VIM, VTN, VOQ VKQ, VMO and VVR,
to elect
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three Class III Trustees, each by holders of
Common Shares of each such Fund
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Common
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one Class III Trustee by holders of Preferred
Shares of such Fund
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Preferred
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(c)
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With respect to VTA, VLT and VBF, to elect
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four Class III Trustees, each by holders of
Common Shares of each such Fund
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Common
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(d)
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With respect to VKL, to elect
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four Class I Trustees, each by holders of
Common Shares of such Fund
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Common
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Each Fund will furnish, without charge, a copy of its most
recent annual report (and the most recent semiannual report
succeeding the annual report, if any) to any shareholder upon
request. Any such request should be directed to the respective
Fund by calling 1-800-341-2929 Option 2 or by writing to the
respective Fund at 11 Greenway Plaza, Houston,
TX 77046-1173.
Voting
Shareholders of a Fund on the Record Date are entitled to one
vote per Share with respect to any proposal submitted to the
shareholders of the Fund, with no Share having cumulative voting
rights. The voting requirement for passage of a particular
proposal depends on the nature of the proposal.
With respect to Proposal 1(a) through (d), holders of
Common Shares and Preferred Shares, where applicable, will vote
as separate classes for the respective nominee(s) to be elected
by such class of Shares. The affirmative vote of a plurality of
the Common Shares of a Fund present at the Meeting in person or
by proxy is required to elect each nominee for Trustee of such
Fund designated to be elected by the holders of the Common
Shares of such Fund. The affirmative vote of a plurality of the
Preferred Shares of a Fund present at the Meeting in person or
by proxy is required to elect such nominee for Trustee of such
Fund designated to be elected by the holders of the
2
Preferred Shares of such Fund. Election by plurality means those
persons who receive the highest number of votes cast
FOR up to the total number of persons to be elected
as Trustees at the Meeting shall be elected.
The Board of Trustees of each Fund recommends that you cast
your vote
FOR ALL
of the nominees for the Board of
Trustees listed in the Joint Proxy Statement.
An unfavorable vote on a proposal by the shareholders of one
Fund will not affect the implementation of such proposal by
another Fund if the proposal is approved by the shareholders of
the other Fund. An unfavorable vote on a proposal by the
shareholders of a Fund will not affect such Funds
implementation of other proposals that receive a favorable vote.
There is no cumulative voting with respect to the election
of Trustees.
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 received prior to
the Meeting on which no vote is indicated will be voted
FOR each proposal as to which they are entitled to
be voted. Abstentions and broker non-votes (i.e., where a
nominee, such as a broker, holding shares for beneficial owners
responds but does not vote on a proposal because the nominee
lacks beneficial owner direction or does not exercise
discretionary authority) are not treated as votes
FOR a proposal. With respect to Proposal 1(a)
through (d), abstentions and broker
non-votes
are disregarded since only votes FOR are considered
in a plurality voting requirement. A majority of the
outstanding Shares of a Fund entitled to vote must be present in
person or by proxy to have a quorum for such Fund to conduct
business at the Meeting. Abstentions and broker non-votes will
be deemed present for quorum purposes.
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.
The Funds know of no business other than that mentioned in
Proposal 1 of the Notice that will be presented for
consideration at the Meeting. If any other matters are properly
presented, it is the intention of the persons named on the
enclosed proxy to vote proxies in accordance with their best
judgment. In the event a quorum is present at the Meeting but
sufficient votes to approve any of the proposals with respect to
one or more Funds or proposals are not received, proxies
(including abstentions and broker non-votes) would be voted in
favor of one or more adjournments of the Meeting of the
concerned Fund with respect to such proposal to permit further
solicitation of proxies, provided they determine that such an
adjournment and additional solicitation is reasonable and in the
interest of shareholders based on a consideration of all
relevant factors, including the nature of the relevant proposal,
the percentage of votes then cast, the percentage of negative
votes then cast, the nature of the proposed solicitation
activities and the nature of the reasons for such
further solicitation.
3
Investment
Adviser
The investment adviser for each Fund is Invesco Advisers, Inc.
(the Adviser). The Adviser is a wholly owned
subsidiary of Invesco Ltd. On April 16, 2010, shareholders
of each of the Funds approved a new investment advisory
agreement with the Adviser, which became effective on
June 1, 2010, the closing date (the Closing
Date) of the transaction between Morgan Stanley and
Invesco Ltd., whereby Morgan Stanley sold substantially all of
its retail asset management business, including Van Kampen
Investments, Inc. to Invesco Ltd. The Adviser is located at 1555
Peachtree Street, N.E., Atlanta, GA 30309. The Adviser, as
successor in interest to multiple investment advisers, has been
an investment adviser since 1976.
VTAs investment subadviser is Avenue Europe International
Management, L.P. (the VTA Subadviser), a part of
Avenue Capital Group, which is comprised of three registered
investment advisers, including the VTA Subadviser. On
April 16, 2010, shareholders of VTA approved a new
investment subadvisory agreement with Avenue Europe
International, L.P., which became effective on the Closing Date.
The Adviser allocates a portion of VTAs assets to be
invested by the VTA Subadviser based upon market conditions and
the attractiveness of available investment opportunities in
European investments. The VTA Subadviser, located at 535 Madison
Avenue, New York, NY 10022, has experience managing investment
portfolios and private investment funds not registered under the
1940 Act.
Other
Service Providers
Each Fund has entered into a master administrative services
agreement with the Adviser. The principal business address of
the Adviser is 1555 Peachtree Street, N.E., Atlanta, GA 30309.
VVR has also entered into an additional administration agreement
with the Adviser. Each Fund, except VVR and VKL, has entered
into a support services agreement with Invesco Investment
Services, Inc. The principal business address of Invesco
Investment Services, Inc. is 11 Greenway Plaza, Suite 2500,
Houston, TX
77046-1173.
PROPOSAL 1: ELECTION OF TRUSTEES
Trustees are to be elected by the shareholders at the Meeting in
the following manner:
(a) With respect to VKI, VCV, VPV and VMV, three
Class II Trustees are to be elected at the Meeting, to
serve until the later of each such Funds Annual Meeting of
Shareholders in 2013 or until their successors have been duly
elected and qualified. Previously, Linda Hutton Heagy had been
designated to be elected by holders of Common Shares and Rod
Dammeyer had been designated to be elected by holders of
Preferred Shares; at the Meeting, each of the above referenced
Funds has designated Linda Hutton Heagy to be elected by holders
of Preferred Shares of such Funds and Rod Dammeyer to be elected
by holders of Common Shares of such Funds, each to serve for a
4
three year term or until a successor shall have been duly
elected and qualified. Thus, holders of Common Shares, voting as
a separate class, will vote with respect to two Class II
Trustees (Rod Dammeyer and Wayne W. Whalen) designated to
be elected by such class of shares. Holders of Preferred Shares,
voting as a separate class, will vote with respect to one
Class II Trustee (Linda Hutton Heagy) designated to be
elected by such class of shares. An affirmative vote of a
plurality of the Common Shares of each such Fund and a plurality
of the Preferred Shares of each such Fund is required to elect
the respective nominees. It is the intention of the persons
named in the enclosed proxy to vote the Shares represented by
them for the election of the respective nominees listed unless
the proxy is marked otherwise.
(b) With respect to VGM, VTJ, VIM, VTN, VOQ, VKQ, VMO and
VVR, four Class III Trustees are to be elected at the
Meeting, to serve until the later of each such Funds
Annual Meeting of Shareholders in 2013 or until a successor has
been duly elected and qualified. Holders of Common Shares,
voting as a separate class, will vote with respect to three
Class III Trustees (R. Craig Kennedy, Jack
E. Nelson and Colin D. Meadows) designated to be elected by
such class of shares. Holders of Preferred Shares, voting as a
separate class, will vote with respect to one Class III
Trustee (Hugo F. Sonnenschein) designated to be elected by
such class of shares. An affirmative vote of a plurality of the
Common Shares of each such Fund and a plurality of the Preferred
Shares of each such Fund is required to elect the respective
nominees. It is the intention of the persons named in the
enclosed proxy to vote the Shares represented by them for the
election of the respective nominees listed unless the proxy is
marked otherwise.
(c) With respect to VTA, VLT and VBF, four Class III
Trustees are to be elected at the Meeting, to serve until the
later of each such Funds Annual Meeting of Shareholders in
2013 or until their successors have been duly elected and
qualified. Previously, Hugo F. Sonnenschein had been designated
to be elected by holders of Preferred Shares of VLT; at the
meeting, VLT has designated Hugo F. Sonnenschein to be elected
by holders of Common Shares of VLT since there are currently no
outstanding Preferred Shares of VLT to serve for a three year
term or until a successor shall have been duly elected and
qualified. Thus, holders of Common Shares, voting as a separate
class, will vote with respect to four Class III Trustees
(R. Craig Kennedy, Jack E. Nelson, Colin D. Meadows
and Hugo F. Sonnenschein) designated to be elected by such
class of shares. An affirmative vote of a plurality of the
Common Shares of each such Fund is required to elect the
respective nominees. It is the intention of the persons named in
the enclosed proxy to vote the Shares represented by them for
the election of the nominees listed unless the proxy is marked
otherwise.
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(d) With respect to VKL, four Class I Trustees are to
be elected at the Meeting, to serve until the later of such
Funds Annual Meeting of Shareholders in 2013 or until a
successor has been duly elected and qualified. Holders of Common
Shares, voting as a separate class, will vote with respect to
four Class I Trustees (David C. Arch, Jerry D. Choate,
Howard J Kerr and Suzanne H. Woolsey) designated to be elected
by such class of shares. An affirmative vote of a plurality of
the Common Shares of such Fund is required to elect the
respective nominees. It is the intention of the persons named in
the enclosed proxy to vote the Shares represented by them for
the election of the respective nominees listed unless the proxy
is marked otherwise.
As in the past, only one class of Trustees is being submitted to
shareholders of each Fund for election at the Meeting. The
Declaration of Trust of each Fund provides that the Board of
Trustees shall consist of Trustees divided into three classes,
the classes to be as nearly equal in number as possible. For
each Fund, the Trustees of only one class are elected at each
annual meeting so that the regular term of only one class of
Trustees will expire annually and any particular Trustee stands
for election only once in each
three-year
period. This type of classification may prevent replacement of a
majority of Trustees of a Fund for up to a
two-year
period. The foregoing is subject to the provisions of the 1940
Act, applicable state law based on the state of organization of
each Fund, each Funds Declaration of Trust and each
Funds Bylaws.
6
INFORMATION REGARDING TRUSTEES AND NOMINEES FOR ELECTION AS
TRUSTEE
The business and affairs of the Funds are managed under the
direction of the Board of Trustees. The tables below list the
incumbent Trustees and nominees for Trustee, their principal
occupations, other directorships held by them and their
affiliations, if any, with the Adviser or its affiliates. The
term Fund Complex includes each of the investment
companies advised by the Adviser as of the Record Date. Trustees
of the Funds generally serve three year terms or until
their successors are duly elected and qualified. All nominees
have consented to being named in this Joint Proxy Statement and
have agreed to serve if elected.
Independent
Trustees:
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Number of
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Term of
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Funds in
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Office and
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Fund
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Position(s)
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Length of
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Complex
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Name, Age and Address
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Held with
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Time
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Overseen
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Other Directorships
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of Trustee
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Funds
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Served
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Principal Occupation(s)
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by Trustee
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Held by Trustee
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David C.
Arch
1
(64)
Blistex Inc.
1800 Swift Drive
Oak Brook, IL 60523
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Trustee
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Chairman and Chief Executive Officer of Blistex Inc., a consumer
health care products manufacturer.
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Trustee/Managing General Partner of funds in the Fund Complex.
Member of the Heartland Alliance Advisory Board, a nonprofit
organization serving human needs based in Chicago. Board member
of the Illinois Manufacturers Association. Member of the
Board of Visitors, Institute for the Humanities, University of
Michigan.
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7
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
Term of
|
|
|
|
Funds in
|
|
|
|
|
|
|
|
Office and
|
|
|
|
Fund
|
|
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
|
|
Name, Age and Address
|
|
Held with
|
|
Time
|
|
|
|
Overseen
|
|
|
Other Directorships
|
of Trustee
|
|
Funds
|
|
Served
|
|
Principal Occupation(s)
|
|
by Trustee
|
|
|
Held by Trustee
|
|
Jerry D.
Choate
1
(71)
33971 Selva Road
Suite 130
Dana Point, CA 92629
|
|
Trustee
|
|
|
|
From 1995 to 1999, Chairman and Chief Executive Officer of the
Allstate Corporation (Allstate) and Allstate
Insurance Company. From 1994 to 1995, President and Chief
Executive Officer of Allstate. Prior to 1994, various management
positions at Allstate.
|
|
|
18
|
|
|
Trustee/Managing General Partner of funds in the Fund Complex.
Director since 1998 and member of the governance and nominating
committee, executive committee, compensation and management
development committee and equity award committee, of Amgen Inc.,
a biotechnological company. Director since 1999 and member of
the nominating and governance committee and compensation and
executive committee, of Valero Energy Corporation, a crude oil
refining and marketing company. Previously, from 2006 to 2007,
Director and member of the compensation committee and audit
committee, of H&R Block, a tax preparation services company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rod
Dammeyer
2,4
(69)
CAC, LLC
4350 LaJolla Village Drive
Suite 320
San Diego, CA 92122-1243
|
|
Trustee
|
|
|
|
President of CAC, LLC, a private company offering capital
investment and management advisory services. Prior to 2001,
Managing Partner at Equity Group Corporate Investments. Prior to
1995, Chief Executive Officer of Itel Corporation. 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.
|
|
|
35
|
|
|
Trustee/Managing General Partner of funds in the Fund Complex.
Director of Quidel Corporation and Stericycle, Inc. Prior to
May 2008, Trustee of The Scripps Research Institute. Prior
to February 2008, Director of Ventana Medical Systems, Inc.
Prior to April 2007, Director of GATX Corporation. Prior to
April 2004, Director of TheraSense, Inc. Prior to January 2004,
Director of TeleTech Holdings Inc. and prior to 2002, Director
of Arris Group, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
Term of
|
|
|
|
Funds in
|
|
|
|
|
|
|
|
Office and
|
|
|
|
Fund
|
|
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
|
|
Name, Age and Address
|
|
Held with
|
|
Time
|
|
|
|
Overseen
|
|
|
Other Directorships
|
of Trustee
|
|
Funds
|
|
Served
|
|
Principal Occupation(s)
|
|
by Trustee
|
|
|
Held by Trustee
|
|
Linda Hutton
Heagy
2,4
(61)
4939 South Greenwood
Chicago, IL 60615
|
|
Trustee
|
|
|
|
Prior to June 2008, Managing Partner of Heidrick &
Struggles, the second largest global executive search firm, and
from 2001-2004, Regional Managing Director of U.S. operations at
Heidrick & Struggles. Prior to 1997, Managing Partner of
Ray & Berndtson, Inc., an executive recruiting firm. Prior
to 1995, Executive Vice President of ABN AMRO, N.A., a bank
holding company, with oversight for treasury management
operations including all non-credit product pricing. Prior to
1990, experience includes Executive Vice President of The
Exchange National Bank with oversight of treasury management
including capital markets operations,
|
|
|
18
|
|
|
Trustee/Managing General Partner of funds in the Fund Complex.
Prior to 2010, Trustee on the University of Chicago Medical
Center Board, Vice Chair of the Board of the YMCA of
Metropolitan Chicago and a member of the Womens Board of
the University of Chicago.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vice President of Northern Trust Company and an Associate at
Price Waterhouse.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. Craig
Kennedy
3
(58)
1744 R Street, N.W.
Washington, D.C. 20009
|
|
Trustee
|
|
|
|
Director and President of the German Marshall Fund of the United
States, an independent U.S. foundation created to deepen
understanding, promote collaboration and stimulate exchanges of
practical experience between Americans and Europeans. Formerly,
advisor to the Dennis Trading Group Inc., a managed futures and
option company that invests money for individuals and
institutions. Prior to 1992, President and Chief Executive
Officer, Director and member of the Investment Committee of the
Joyce Foundation, a private foundation.
|
|
|
18
|
|
|
Trustee/Managing General Partner of funds in the Fund Complex.
Director of First Solar, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
Term of
|
|
|
|
Funds in
|
|
|
|
|
|
|
|
Office and
|
|
|
|
Fund
|
|
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
|
|
Name, Age and Address
|
|
Held with
|
|
Time
|
|
|
|
Overseen
|
|
|
Other Directorships
|
of Trustee
|
|
Funds
|
|
Served
|
|
Principal Occupation(s)
|
|
by Trustee
|
|
|
Held by Trustee
|
|
Howard J
Kerr
1
(74)
14 Huron Trace
Galena, IL 61036
|
|
Trustee
|
|
|
|
Retired. Previous member of the City Council and Mayor of Lake
Forest, Illinois from 1988 through 2002. Previous business
experience from 1981 through 1996 includes President and Chief
Executive Officer of Pocklington Corporation, Inc., an
investment holding company, President and Chief Executive
Officer of Grabill Aerospace, and President of Custom
Technologies Corporation. United States Naval Officer from 1960
through 1981, with responsibilities including Commanding Officer
of United States Navy destroyers and Commander of
United States Navy Destroyer Squadron Thirty-Three, White
House experience in 1973 through 1975 as military aide to Vice
Presidents Agnew and
|
|
|
18
|
|
|
Trustee/Managing General Partner of funds in the Fund Complex.
Director of the Lake Forest Bank & Trust. Director of the
Marrow Foundation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ford and Naval Aid to President Ford, and Military Fellow on the
Council of Foreign Relations in 1978-through 1979.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jack E.
Nelson
3
(74)
423 Country Club Drive
Winter Park, FL 32789
|
|
Trustee
|
|
|
|
President of Nelson Investment Planning Services, Inc., a
financial planning company and registered investment adviser in
the State of Florida. President of Nelson Ivest Brokerage
Services Inc., a member of the Financial Industry Regulatory
Authority (FINRA), Securities Investors Protection
Corp. and the Municipal Securities Rulemaking Board. President
of Nelson Sales and Services Corporation, a marketing and
services company to support affiliated companies.
|
|
|
18
|
|
|
Trustee/Managing General Partner of funds in the Fund Complex.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
Term of
|
|
|
|
Funds in
|
|
|
|
|
|
|
|
Office and
|
|
|
|
Fund
|
|
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
|
|
Name, Age and Address
|
|
Held with
|
|
Time
|
|
|
|
Overseen
|
|
|
Other Directorships
|
of Trustee
|
|
Funds
|
|
Served
|
|
Principal Occupation(s)
|
|
by Trustee
|
|
|
Held by Trustee
|
|
Hugo F.
Sonnenschein
3,4
(69)
1126 E. 59th Street
Chicago, IL 60637
|
|
Trustee
|
|
|
|
President Emeritus and Honorary Trustee of the University of
Chicago and the Adam Smith Distinguished Service Professor in
the Department of Economics at the University of Chicago. Prior
to July 2000, President of the University of Chicago.
|
|
|
35
|
|
|
Trustee/Managing General Partner of funds in the Fund Complex.
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Suzanne H. Woolsey,
Ph.D.
1
(68)
815 Cumberstone Road
Harwood, MD 20776
|
|
Trustee
|
|
|
|
Chief Communications Officer of the National Academy of Sciences
and Engineering and Institute of Medicine/National Research
Council, an independent, federally chartered policy institution,
from 2001 to November 2003 and Chief Operating Officer from 1993
to 2001. Executive Director of the Commission on Behavioral and
Social Sciences and Education at the National Academy of
Sciences/National Research Council from 1989 to 1993. Prior to
1980, experience includes Partner of Coopers & Lybrand
(from 1980 to 1989), Associate Director of the US Office of
Management and Budget (from 1977 to 1980) and Program Director
of the Urban Institute (from 1975 to 1977).
|
|
|
18
|
|
|
Trustee/Managing General Partner of funds in the Fund Complex.
Independent Director and audit committee chairperson of Changing
World Technologies, Inc., an energy manufacturing company, since
July 2008. Independent Director and member of audit and
governance committees of Fluor Corp., a global engineering,
construction and management company, since January 2004.
Director of Intelligent Medical Devices, Inc., a private company
which develops symptom-based diagnostic tools for viral
respiratory infections. Advisory Board member of ExactCost LLC,
a private company providing activity-based costing for
hospitals, laboratories, clinics, and physicians, since 2008.
Chairperson of the Board of Trustees of the Institute for
Defense Analyses, a federally funded research and development
center, since 2000. Trustee from 1992 to 2000 and 2002 to
present, current chairperson of the finance committee, current
member of the audit committee, strategic growth committee and
executive committee, and former Chairperson of the Board of
Trustees (from 1997 to 1999), of the German Marshall
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
Term of
|
|
|
|
Funds in
|
|
|
|
|
|
|
|
Office and
|
|
|
|
Fund
|
|
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
|
|
Name, Age and Address
|
|
Held with
|
|
Time
|
|
|
|
Overseen
|
|
|
Other Directorships
|
of Trustee
|
|
Funds
|
|
Served
|
|
Principal Occupation(s)
|
|
by Trustee
|
|
|
Held by Trustee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund of the United States, a public foundation. Lead Independent
Trustee of the Rocky Mountain Institute, a non-profit energy and
environmental institute; Trustee since 2004. Chairperson of the
Board of Trustees of the Colorado College; Trustee since 1995.
Trustee of California Institute of Technology. Previously,
Independent Director and member of audit committee and
governance committee of Neurogen Corporation from 1998 to 2006;
and Independent Director of Arbros Communications from 2000 to
2002.
|
Interested Trustees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Colin D.
Meadows*
3
(39)
1555 Peachtree Street,
N.E. Atlanta, GA 30309
|
|
Trustee
Chief
Administrative
Officer of
Invesco
Advisers,
Inc.
|
|
|
|
Chief Administrative Officer of Invesco Advisers, Inc. since
2006. Prior to 2006, Senior Vice President of business
development and mergers and acquisitions at GE Consumer Finance.
Prior to 2005, Senior Vice President of strategic planning and
technology at Wells Fargo Bank. From 1996 to 2003, associate
principal with McKinsey & Company, focusing on the
financial services and venture capital industries, with emphasis
in the banking and asset management sectors.
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wayne W.
Whalen**
2
(70)
155 North Wacker Drive
Chicago, IL 60606
|
|
Trustee
|
|
|
|
Of Counsel, and prior to 2010, partner in the law firm of
Skadden, Arps, Slate, Meagher & Flom LLP, legal
counsel to funds in the Fund Complex.
|
|
|
35
|
|
|
Trustee/Managing General Partner of funds in the Fund Complex.
Director of the Abraham Lincoln Presidential Library Foundation.
|
12
1
Designated
as a Class I trustee.
2
Designated
as a Class II trustee.
3
Designated
as a Class III trustee.
|
|
4
|
Mr. Sonnenschein is elected by the
holders of all Funds with Preferred Shares. Currently, Mr.
Dammeyer has been elected by the holders of all Funds with
Preferred Shares. At the Meeting, Ms. Heagy is to be elected by
the holders of Preferred Shares, and Mr. Dammeyer is to be
elected by the holders of Common Shares, for each of VKL, VCV,
VPV and VMV.
|
|
|
*
|
Mr. Meadows is an interested
person of the Funds in the fund complex because he is an officer
of the Adviser. The Board of Trustees of the Funds appointed Mr.
Meadows as Trustee of the Funds effective June 1, 2010.
|
|
|
**
|
Mr. Whalen is an interested
person (within the meaning of Section 2(a) (19) of the 1940
Act) of certain funds in the fund complex by reason of he and
his firm currently providing legal services as legal counsel to
such funds in the Fund Complex.
|
|
|
|
Each Trustee generally serves a
three-year term from the date of election. Each Trustee has
served as a Trustee of each respective Fund since the year shown
in Annex C.
|
Board
Qualifications, Diversity and Leadership Structure
The management of the Invesco Van Kampen Funds seeks to provide
investors with disciplined investment teams, a research-driven
culture, careful long-term perspective, and a legacy of
experience. Consistent with these goals, the Board overseeing
the Invesco Van Kampen Funds seeks to provide shareholders with
a highly qualified, highly capable and diverse group of Board
members reflecting the diversity of investor interests
underlying the Invesco Van Kampen Funds and with a diversity of
backgrounds, experience and skills that the Board considers
desirable and necessary to its primary goal
protecting and promoting shareholders interests. While the
Board does not require that its members meet specific
qualifications, the Board has historically sought to recruit and
continues to value individual Board members that add to the
overall diversity of the Board the objective is to
bring varied backgrounds, experience and skills reflective of
the wide range of the shareholder base and provide both
contrasting and complementary skills relative to the other Board
members to best protect and promote shareholders
interests. Board diversity means bringing together different
viewpoints, professional experience, investment experience,
education, and other skills. As can be seen in the individual
biographies above, the Board brings together a wide variety of
business experience (including chairman/chief executive
officer-level and director-level experience, including board
committee experience, of several different types of
organizations); varied public and private investment-related
experience;
not-for-profit
experience; customer service and other back office operations
experience; a wide variety of accounting, finance, legal, and
marketing experience; academic experience; consulting
experience; and government, political and military service
experience. All of this experience together results in important
leadership and management knowledge, skills and perspective that
provide the Board understanding and insight into the operations
of the Funds and add range and depth to the Board. As part of
its governance oversight, the Board conducts an annual
self-effectiveness survey which includes, among other things,
evaluating the Boards (and each committees) agendas,
meetings and materials, conduct of the meetings, committee
structures, interaction with management, strategic planning,
etc., and also includes evaluating the Boards (and each
committees) size, composition, qualifications (including
diversity of characteristics, experience and subject matter
expertise) and overall performance. The Board evaluates all of
the foregoing and does not believe any single factor or group of
factors controls or dominates the qualifications of any
individual trustee or the qualifications of the trustees as a
group. After considering all factors together, the Board
believes that each Trustee is qualified to serve as a Trustee of
the Invesco Van Kampen Funds. For more information about the
backgrounds, experience, and skills of each Trustee, see the
individual biographies above.
The Boards leadership structure consists of a Chairman of
the Board and three standing committees, each described below
(and ad hoc committees when necessary), with each committee
staffed by Independent Trustees and an Independent Trustee as
Committee Chairman. The Chairman of the Board is not the
principal executive officer
14
of the Funds. The Chairman of the Board is not an
interested person (as that term is defined by the
1940 Act) of the Adviser. However, the Chairman of the Board is
an interested person (as that term is defined by the
1940 Act) of the Funds for the reasons described above in the
Trustee biographies. The Board, including the independent
trustees, periodically reviews the Boards leadership
structure for the Invesco Van Kampen Funds, including the
interested person status of the Chairman, and has concluded the
leadership structure is appropriate for the Funds. In
considering the chairman position, the Board has considered
and/or
reviewed (i) the Funds organizational documents,
(ii) the role of a chairman (including, among other things,
setting the agenda and managing information flow, running the
meeting and setting the proper tone), (iii) the background,
experience and skills of the Chairman (including his
independence from the Adviser), (iv) alternative structures
(including combined principal executive officer/chairman,
selecting one of the Independent Trustees as chairman
and/or
appointing an independent lead trustee), (v) rule proposals
in recent years that would have required all fund complexes to
have an independent chairman, (vi) the Chairmans past
and current performance, and (vii) the potential conflicts
of interest of the Chairman (and noted their periodic review as
part of their annual self-effectiveness survey and as part of an
independent annual review by the Funds audit committee of
fund legal fees related to such potential conflict). In
conclusion, the Board and the Independent Trustees have
expressed their continuing support of Mr. Whalen as
Chairman.
Board
Role in Risk Oversight
As noted above, the management of the fund complex seeks to
provide investors with disciplined investment teams, a
research-driven culture, careful long-term perspective and a
legacy of experience. Thus, the goal for each fund is attractive
long-term performance consistent with the objectives and
investment policies and risks for such fund, which in turn
means, among other things, good security selection, reasonable
costs and quality shareholder services. An important
sub-component
of delivering this goal is risk management
understanding, monitoring and controlling the various risks in
making investment decisions at the individual security level as
well as portfolio management decisions at the overall fund
level. The key participants in the risk management process of
the Funds are each funds portfolio managers, the
Advisers senior management, the Advisers risk
management group, the Advisers compliance group, the
Funds chief compliance officer, and the various support
functions (i.e. the custodian, the Funds accountants
(internal and external), and legal counsel). While funds are
subject to other risks such as valuation, custodial, accounting,
shareholder servicing, etc., a funds primary risk is
understanding, monitoring and controlling the various risks in
making portfolio management decisions consistent with the
funds objective and policies. The Boards role is
oversight of managements risk management process. At
regular quarterly meetings, the Board reviews Fund performance
and factors, including risks, affecting such performance by fund
with the Advisers senior
15
management, and the Board typically meets at least once a year
with the portfolio managers of each fund. At regular quarterly
meetings, the Board reviews reports showing monitoring done by
the Advisers risk management group, by the Advisers
compliance group, the Funds chief compliance officer and
reports from the Funds support functions.
Remuneration
of Trustees
The compensation of Trustees and executive officers that are
affiliated persons (as defined in 1940 Act) of the Adviser is
paid by the respective affiliated entity. The Funds pay the
non-affiliated Trustees an annual retainer and meeting fees for
services to such funds.
Each Trustee has served as a member of each Funds Board of
Trustees since the year of such Trustees appointment or
election as set forth on Annex C to this
Proxy Statement.
Additional information regarding compensation and benefits for
Trustees is set forth below. As indicated in the notes
accompanying the table, the amounts relate to either the
respective Funds most recently completed fiscal year ended
in 2009 or the most recently completed calendar year ended
December 31, 2009.
Compensation
Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Invesco Van Kampen Funds
|
|
|
|
|
|
|
Aggregate
|
|
|
|
|
|
|
|
|
Estimated
|
|
|
|
|
|
|
Aggregate
|
|
Maximum
|
|
Total
|
|
|
|
|
Pension or
|
|
Annual
|
|
Compensation
|
|
|
|
|
Retirement
|
|
Benefits from
|
|
Before
|
|
|
|
|
Benefits
|
|
the Fund
|
|
Deferral from
|
|
|
Aggregate
|
|
Accrued as
|
|
Complex
|
|
Invesco
|
|
|
Compensation
|
|
Part of
|
|
Upon
|
|
Van Kampen
|
Name
|
|
from Each Fund
(1)(4)
|
|
Expenses
(2)(4)
|
|
Retirement
(3)(4)
|
|
Funds
(5)
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David C. Arch
|
|
|
(1)
|
|
|
$
|
42,315
|
|
|
$
|
105,000
|
|
|
$
|
227,131
|
|
Jerry D. Choate
|
|
|
(1)
|
|
|
|
111,454
|
|
|
|
105,000
|
|
|
|
227,131
|
|
Rod Dammeyer
|
|
|
(1)
|
|
|
|
86,550
|
|
|
|
105,000
|
|
|
|
227,131
|
|
Linda Hutton Heagy
|
|
|
(1)
|
|
|
|
28,549
|
|
|
|
105,000
|
|
|
|
227,131
|
|
R. Craig Kennedy
|
|
|
(1)
|
|
|
|
19,253
|
|
|
|
105,000
|
|
|
|
227,131
|
|
Howard J Kerr
|
|
|
(1)
|
|
|
|
30,608
|
|
|
|
157,741
|
|
|
|
227,131
|
|
Jack E. Nelson
|
|
|
(1)
|
|
|
|
38,437
|
|
|
|
105,000
|
|
|
|
227,131
|
|
Hugo F. Sonnenschein
|
|
|
(1)
|
|
|
|
87,154
|
|
|
|
105,000
|
|
|
|
227,131
|
|
Suzanne H. Woolsey
|
|
|
(1)
|
|
|
|
72,965
|
|
|
|
105,000
|
|
|
|
227,131
|
|
Interested Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Colin D. Meadows(6)
|
|
|
(1)
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
Wayne W. Whalen
|
|
|
(1)
|
|
|
|
82,190
|
|
|
|
105,000
|
|
|
|
227,131
|
|
|
|
(1)
|
The amount of aggregate
compensation payable by each Fund for its most recently
completed fiscal year ended in 2009 before deferral by the
Trustees under the
|
16
|
|
|
deferred compensation plan is shown
in Annex D. Certain Trustees deferred all or a portion of
the aggregate compensation payable by each Fund for its most
recently completed fiscal year ended in 2009 as shown in
Annex E. The deferred compensation plan allowed trustees to
defer receipt of compensation so that amounts deferred were
retained by the respective Fund and earned a rate of return
determined by reference to either the return on the Common
Shares of the Fund or the common shares of other funds in the
Fund Complex as selected by the respective Trustee. To the
extent permitted by the 1940 Act, the Fund invested in
securities of these funds selected by the Trustees in order to
match the deferred compensation obligation. The cumulative
deferred compensation (including earnings accrued thereon for
each trustee) for each Fund as of the end of its most recently
completed fiscal year ended in 2009 is shown in Annex F.
|
|
|
(2)
|
The amounts shown in this column
represent the sum of the retirement benefits accrued by the
operating funds in the Fund Complex for each of the trustees for
the funds respective fiscal years ended in 2009. Each Fund
had previously adopted a retirement plan. Under the retirement
plan, a non-affiliated Trustee who had been receiving
Trustees compensation from a Fund prior to such
non-affiliated Trustees retirement, had at least
10 years of service (including years of service prior to
adoption of the retirement plan) for such Fund and retires at or
after attaining the age of 60, was eligible to receive a
retirement benefit each year for ten years following such
Trustees retirement from such Fund. Non-affiliated
Trustees retiring prior to the age of 60 or with fewer than
10 years but more than 5 years of service were
entitled to reduced retirement benefits from a Fund.
|
|
(3)
|
For each trustee, this is the sum
of the estimated maximum annual benefits payable by the funds in
the Fund Complex as of the calendar year ended December 31,
2009 for each year of the
10-year
period commencing in the year of such trustees anticipated
retirement. The retirement plan that had previously been in
place is described above.
|
|
(4)
|
Prior to June 1, 2010, the
Board of the Funds and the Boards of many of other funds
formerly advised by Van Kampen Asset Management had the same
members in common across all such Board, and these Boards had
common director/trustee compensation and benefit arrangements,
including deferred compensation plans and retirement plans,
across all of those Boards and their respective underlying
funds. Other than the new member added to the Board on
June 1, 2010, the other members of the Board of the Funds
did not change, however, the Boards of most of the other funds
formerly advised by Van Kampen Asset Management did change and
in connection with these changes, among other things, the Fund
terminated its deferred compensation plan and retirement plan
and paid out the amounts deferred
and/or
accrued on the Funds books through the date of such
termination and additional amounts not accrued to date in the
amount of the net present value of the benefits the Board
members would have received had they served until their normal
retirement date on all such funds plus an amount equal to taxes
on such payment. Such additional amounts payable to any Board
members were not borne by the Funds shareholders.
|
|
(5)
|
The amounts shown in this column
represent the aggregate compensation paid by all of the funds in
the Fund Complex as of December 31, 2009 before deferral by
the trustees under the deferred compensation plan. Because the
funds in the Fund Complex have different fiscal year ends, the
amounts shown in this column are presented on a calendar
year basis.
|
17
|
|
(6)
|
Mr. Meadows was not a member of the
Board as of the most recently completed fiscal year end of each
Fund or the calendar year ended December 31, 2009.
|
Board
Committees and Meetings
Each Funds Board of Trustees has three standing committees
(an audit committee, a brokerage and services committee and a
governance committee). Each committee is comprised solely of
Independent Trustees, which is defined for purposes
herein as trustees who: (1) are not interested
persons of the Fund as defined by the 1940 Act and
(2) are independent of the respective Fund as
defined by the New York Stock Exchange, American Stock Exchange
and Chicago Stock Exchange listing standards.
Each Boards audit committee consists of
Messrs. Choate, Dammeyer and Kennedy. In addition to being
Independent Trustees as defined above, each of these Trustees
also meets the additional independence requirements for audit
committee members as defined by the New York Stock Exchange,
American Stock Exchange and Chicago Stock Exchange listing
standards. The audit committee makes recommendations to the
Board of Trustees concerning the selection of each Funds
independent registered public accounting firm, reviews with such
independent registered public accounting firm the scope and
results of each Funds annual audit and considers any
comments which the independent registered public accounting firm
may have regarding each Funds financial statements,
accounting records or internal controls. Each Board of Trustees
has adopted a formal written charter for the audit committee
which sets forth the audit committees responsibilities.
The audit committee charter for each of the Funds is available
at www.invesco.com. The audit committee has reviewed and
discussed the financial statements of each Fund with management
as well as with the independent registered public accounting
firm of each Fund, and discussed with the independent registered
public accounting firm the matters required to be discussed
under the Statement of Auditing Standards No. 61. The audit
committee has received the written disclosures and the letter
from the independent registered public accounting firm required
under Independence Standard Board Standard No. 1 and has
discussed with the independent registered public accountants
their independence. Based on this review, the audit committee
recommended to the Board of Trustees of each Fund that each
Funds audited financial statements be included in each
Funds annual report to shareholders for the most recent
fiscal year for filing with the Securities and Exchange
Commission (SEC). Each member of the
Funds audit committee is deemed an audit committee
financial expert.
Each Boards brokerage and services committee consists of
Mesdames Heagy and Woolsey and Mr. Sonnenschein. The
brokerage and services committee reviews each Funds
allocation of brokerage transactions and soft-dollar practices
and reviews the transfer agency and shareholder servicing
arrangements.
Each Boards governance committee consists of
Messrs. Arch, Kerr and Nelson. In addition to being
Independent Trustees as defined above, each of these Trustees
also
18
meets the additional independence requirements for nominating
committee members as defined by the New York Stock Exchange,
American Stock Exchange and Chicago Stock Exchange listing
standards. The governance committee identifies individuals
qualified to serve as Independent Trustees on the Board and on
committees of the Board, advises the Board with respect to Board
composition, procedures and committees, develops and recommends
to the Board a set of corporate governance principles applicable
to the respective Fund, monitors corporate governance matters
and makes recommendations to the Board, and acts as the
administrative committee with respect to Board policies and
procedures, committee policies and procedures and codes of
ethics. The governance committee charter for each of the Funds,
which includes each Funds nominating policies, is
available at www.invesco.com. The Independent Trustees of the
respective Fund select and nominate any other nominee
Independent Trustees for the respective Fund. While the
Independent Trustees of the respective Fund expect to be able to
continue to identify from their own resources an ample number of
qualified candidates for the Board of Trustees as they deem
appropriate, they will consider nominations from shareholders to
the Board. Nominations from shareholders should be in writing
and sent to the Independent Trustees as described below.
During the fiscal year ended October 31, 2009, the Board of
Trustees of VCV, VMV, VPV, VKI, VGM, VIM, VTJ, VTN, VMO, VKL,
VKQ and VOQ each held 17 meetings. During each such
Funds last fiscal year, the audit committee of each such
Board held 4 meetings, the brokerage and services committee
of each such Board held 5 meetings and the governance
committee of each such Board held 1 meeting. During the
last fiscal year, each of the Trustees of such Funds during the
period such Trustee served as a Trustee attended at least 75% of
the meetings of the respective Board of Trustees and all
committee meetings thereof of which such Trustee was
a member.
During the fiscal year ended July 31, 2009, the Board of
Trustees of VVR and VTA each held 13 meetings. During such
Funds last fiscal year, the audit committee of such Board
held 4 meetings, the brokerage and services committee of
such Board of such Fund held 5 meetings and the governance
committee of such Board held 2 meetings. During the last
fiscal year, each of the Trustees of such Fund during the period
such Trustee served as a Trustee attended at least 75% of the
meetings of such Funds Board of Trustees and all committee
meetings thereof of which such Trustee was a member.
During the fiscal year ended June 30, 2009, the Board of
Trustees of VBF held 12 meetings. During such Funds
last fiscal year, the audit committee of such Board held
4 meetings, the brokerage and services committee of such
Board of such Fund held 5 meetings and the governance
committee of such Board held 2 meetings. During the last
fiscal year, each of the Trustees of such Fund during the period
such Trustee served as a Trustee attended at least 75% of the
meetings of such Funds Board of Trustees and all committee
meetings thereof of which such Trustee was a member.
During the fiscal year ended December 31, 2009, the Board
of Trustees of VLT held 16 meetings. During such
Funds last fiscal year, the audit committee of such Board
19
held 4 meetings, the brokerage and services committee of
such Board of such Fund held 5 meetings and the governance
committee of such Board held 1 meeting. During the last
fiscal year, each of the Trustees of such Fund during the period
such Trustee served as a Trustee attended at least 75% of the
meetings of such Funds Board of Trustees and all committee
meetings thereof of which such Trustee was a member.
Shareholder
Communications
Shareholders may send communications to each Funds Board
of Trustees. Shareholders should send communications intended
for the Board by addressing the communication directly to the
Board (or individual Board members) and/or otherwise clearly
indicating in the salutation that the communication is for the
Board (or individual Board members) and by sending the
communication to either the applicable Funds office or
directly to such Board member(s) 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.
Shareholder
Approval
With respect to Proposal 1(a) through (d), the holders of
Common Shares and Preferred Shares, where applicable, voting as
a separate class, will vote on the respective nominees
designated to be elected by such class of shares. The
affirmative vote of a plurality of the Common Shares of each
Fund present at the Meeting in person or by proxy is required to
elect each nominee for Trustee designated to be elected by the
Common Shares and, where applicable, the affirmative vote of a
plurality of the Preferred Shares of each Fund present at the
Meeting in person or by proxy is required to elect each nominee
for Trustee designated to be elected by the
Preferred Shares.
The Board of Trustees recommends a
vote FOR ALL of the nominees.
20
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 officers of
affiliates of the Adviser and may receive compensation in
such capacities.
|
|
|
Name, Year of Birth
|
|
|
and Position(s) Held
|
|
Principal Occupation(s)
|
with the Trust
|
|
During Past 5 Years
|
|
|
|
|
|
|
|
|
|
|
Russell C. Burk - 1958
Senior Vice President
and Senior Officer
|
|
Senior Vice President and Senior Officer, The Invesco Funds
|
|
|
|
|
|
|
|
|
|
John M. Zerr - 1962
Senior Vice President,
Chief Legal Officer and Secretary
|
|
Director, Senior Vice President, Secretary and General Counsel,
Invesco Management Group, Inc. (formerly known as Invesco Aim
Management Group, Inc.), Senior Vice President, Invesco
Advisers, Inc. (formerly known as Invesco Institutional (N.A.),
Inc.) (registered investment adviser); Senior Vice President and
Secretary, Invesco Distributors, Inc. (formerly known as Invesco
Aim Distributors, Inc.); Director, Vice President and Secretary,
Invesco Investment Services, Inc. (formerly known as Invesco Aim
Investment Services, Inc.) and IVZ Distributors, Inc. (formerly
known as INVESCO Distributors, Inc.); Director and Vice
President, INVESCO Funds Group, Inc.; Senior Vice President,
Chief Legal Officer and Secretary, The Invesco Funds; and
Manager, Invesco PowerShares Capital Management LLC.
|
|
|
|
|
|
Formerly: Director, Invesco Distributors, Inc. (formerly known
as Invesco Aim Distributors, Inc.); Director, Senior Vice
President, General Counsel and Secretary, Invesco Advisers,
Inc.; Director, Vice President and Secretary, Fund Management
Company; Director, Senior Vice President, Secretary, General
Counsel and Vice President, Invesco Aim Capital Management,
Inc.; Chief Operating Officer and General Counsel, Liberty Ridge
Capital, Inc. (an investment adviser); Vice President and
Secretary, PBHG Funds (an investment company) and PBHG Insurance
Series Fund (an investment company); Chief Operating Officer,
General Counsel and Secretary, Old Mutual Investment Partners (a
broker-dealer); General Counsel and Secretary, Old Mutual Fund
Services (an administrator) and Old Mutual Shareholder
|
21
|
|
|
Name, Year of Birth
|
|
|
and Position(s) Held
|
|
Principal Occupation(s)
|
with the Trust
|
|
During Past 5 Years
|
|
|
|
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).
|
|
|
|
|
|
|
|
|
|
Lisa O. Brinkley - 1959
Vice President
|
|
Global Compliance Director, Invesco Ltd.; Chief Compliance
Officer, Invesco Distributors, Inc. (formerly known as Invesco
Aim Distributors, Inc.) and Invesco Investment Services,
Inc.(formerly known as Invesco Aim Investment Services, Inc.);
and Vice President, The Invesco Funds.
|
|
|
|
|
|
|
|
|
|
|
|
Formerly: Senior Vice President, Invesco Management Group,
Inc.; Senior Vice President and Chief Compliance Officer,
Invesco Advisers, Inc. and The Invesco Funds; Vice President and
Chief Compliance Officer, Invesco Aim Capital Management, Inc.
and Invesco Distributors, Inc.; Vice President, Invesco
Investment Services, Inc. and Fund Management Company.
|
|
|
|
|
|
|
|
|
|
Kevin M. Carome - 1956
Vice President
|
|
General Counsel, Secretary and Senior Managing Director, Invesco
Ltd.; Director, Invesco Holding Company Limited and INVESCO
Funds Group, Inc.; Director and Executive Vice President, IVZ,
Inc., Invesco Group Services, Inc., Invesco North American
Holdings, Inc. and Invesco Investments (Bermuda) Ltd.; Director
and Secretary, Invesco Advisers, Inc. (formerly known as Invesco
Institutional (N.A.), Inc.) (registered investment adviser);
Vice President, The Invesco Funds; and Trustee, PowerShares
Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund
Trust II, PowerShares India Exchange-Traded Fund Trust and
PowerShares Actively Managed Exchange-Traded Fund Trust.
|
|
|
|
|
|
|
|
|
|
|
|
Formerly: Senior Managing Director and Secretary, Invesco North
American Holdings, Inc.; Vice President and Secretary, IVZ, Inc.
and Invesco Group Services, Inc.; Senior Managing Director and
Secretary, Invesco Holding Company Limited; Director, Senior
Vice President, Secretary and General Counsel, Invesco
Management Group, Inc. and Invesco Advisers, Inc.; Senior Vice
President, Invesco Distributors, Inc.; Director, General
Counsel and Vice President, Fund Management Company; Vice
President, Invesco Aim Capital Management, Inc. and Invesco
Investment Services, Inc.; Senior Vice President, Chief Legal
Officer and Secretary, The Invesco Funds; Director and Vice
President, IVZ Distributors, Inc. (formerly known as INVESCO
Distributors, Inc.; and Chief Executive Officer and President,
INVESCO Funds Group, Inc.
|
22
|
|
|
Name, Year of Birth
|
|
|
and Position(s) Held
|
|
Principal Occupation(s)
|
with the Trust
|
|
During Past 5 Years
|
|
|
|
|
|
|
|
|
|
|
Sheri Morris - 1964
Vice President, Treasurer
and Principal Financial Officer
|
|
Vice President, Treasurer and Principal Financial Officer, The
Invesco Funds; and Vice President, Invesco Advisers, Inc.
(formerly known as Invesco Institutional (N.A.), Inc.)
(registered investment adviser).
|
|
|
|
|
|
|
|
|
|
|
|
Formerly: Vice President, Invesco Advisers, Inc., Invesco Aim
Capital Management, Inc. and Invesco Aim Private Asset
Management, Inc.; Assistant Vice President and Assistant
Treasurer, The Invesco Funds and Assistant Vice President,
Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and
Invesco Aim Private Asset Management, Inc.
|
|
|
|
|
|
|
|
|
|
Karen Dunn Kelley - 1960
Vice President
|
|
Head of Invescos World Wide Fixed Income and Cash
Management Group; Senior Vice President, Invesco Advisers, Inc.
(formerly known as Invesco Institutional (N.A.), Inc.)
(registered investment adviser); Executive Vice President,
Invesco Distributors, Inc. (formerly known as Invesco Aim
Distributors, Inc.); Senior Vice President, Invesco Management
Group, Inc. (formerly known as Invesco Aim Management Group,
Inc.); and Director, Invesco Mortgage Capital Inc.; Vice
President, The Invesco Funds (other than AIM Treasurers
Series Trust (Invesco Treasurers Series Trust) and
Short-Term Investments Trust); and President and Principal
Executive Officer, The Invesco Funds (AIM Treasurers
Series Trust (Invesco Treasurers Series Trust) and
Short-Term Investments Trust only).
|
|
|
|
|
|
|
|
|
|
|
|
Formerly: Vice President, Invesco Advisers, Inc. (formerly
known as Invesco Institutional (N.A.), Inc.); Director of Cash
Management and Senior Vice President, Invesco Advisers, Inc. and
Invesco Aim Capital Management, Inc.; President and Principal
Executive Officer, Tax-Free Investments Trust; Director and
President, Fund Management Company; Chief Cash Management
Officer, Director of Cash Management, Senior Vice President, and
Managing Director, Invesco Aim Capital Management, Inc.;
Director of Cash Management, Senior Vice President, and Vice
President, Invesco Advisers, Inc. and The Invesco Funds (AIM
Treasurers Series Trust (Invesco Treasurers Series
Trust), Short-Term Investments Trust and Tax-Free Investments
Trust only).
|
|
|
|
|
|
|
|
|
|
Lance A. Rejsek - 1967
Anti-Money Laundering
Compliance Officer
|
|
Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc.
(formerly known as Invesco Institutional (N.A.), Inc.)
(registered investment adviser); Invesco Distributors, Inc.
(formerly known as Invesco Aim Distributors, Inc.), Invesco
Investment Services, Inc. (formerly known as Invesco Aim
Investment Services, Inc.), The Invesco Funds, PowerShares
Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust
II, PowerShares India Exchange-Traded Fund Trust and PowerShares
Actively Managed Exchange-Traded Fund Trust. Formerly:
Anti-Money Laundering Compliance Officer, Fund Management
Company, Invesco Advisers, Inc., Invesco Aim Capital Management,
Inc. and Invesco Aim Private Asset Management, Inc.
|
23
|
|
|
Name, Year of Birth
|
|
|
and Position(s) Held
|
|
Principal Occupation(s)
|
with the Trust
|
|
During Past 5 Years
|
|
|
|
|
|
|
|
|
|
|
Todd L. Spillane - 1958
Chief Compliance Officer
|
|
Senior Vice President, Invesco Management Group, Inc. (formerly
known as Invesco Aim Management Group, Inc.); Senior Vice
President and Chief Compliance Officer, Invesco Advisers, Inc.
(registered investment adviser) (formerly known as Invesco
Institutional (N.A.), Inc.); Chief Compliance Officer, The
Invesco Funds, PowerShares Exchange-Traded Fund Trust,
PowerShares Exchange-Traded Trust II, PowerShares India
Exchange-Traded Fund Trust and PowerShares Actively Managed
Exchange-Traded Fund Trust, INVESCO Private Capital Investments,
Inc. (holding company), Invesco Private Capital, Inc.
(registered investment adviser) and Invesco Senior Secured
Management, Inc. (registered investment adviser); Vice
President, Invesco Distributors, Inc. (formerly known as Invesco
Aim Distributors, Inc.) and Invesco Investment Services, Inc.
(formerly known as Invesco Aim Investment Services, Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
Formerly: Senior Vice President and Chief Compliance Officer,
Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.;
Chief Compliance Officer, Invesco Global Asset Management
(N.A.), Inc.; Vice President, Invesco Aim Capital Management,
Inc. and Fund Management Company.
|
24
Shareholder
Information
As of May 28, 2010, to the knowledge of the Funds, no
shareholder owned beneficially more than 5% of a class of a
Funds outstanding Shares except as set forth on Annex J.
As of May 28, 2010, certain Trustees and executive officers
owned, directly or beneficially, the number of Common Shares of
each Fund as set forth in Annex G. Except as indicated on
Annex G, as of May 28, 2010, the Trustees and
executive officers of the Funds individually and as a group
owned less than 1% of the outstanding Shares of each Fund.
Trustees and executive officers who do not own any Common Shares
of the Funds or Funds which are not owned by any Trustee or
executive officers have been omitted from the table in
Annex G. As of May 28, 2010, no Trustees or executive
officers owned any Preferred Shares of the Funds. As of
May 28, 2010, each Trustee beneficially owned equity
securities of the Funds and other funds in the Fund Complex
overseen by the Trustees in the dollar range amounts as
specified in Annex H.
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, investment adviser, affiliated
persons of the investment adviser and persons who own more than
10% of a registered class of the Funds equity securities
to file forms with the SEC and the New York Stock Exchange
or American Stock Exchange, as applicable, reporting their
affiliation with the Fund and reports of ownership and changes
in ownership of Fund Shares. These persons and entities are
required by SEC regulations to furnish the Fund with copies of
all such forms they file. Based on a review of these forms
furnished to each Fund, each Fund believes that during its last
fiscal year, its Trustees, officers, the Adviser and affiliated
persons of the Adviser complied with the applicable
filing requirements except as follows: Form 4 Filings
relating to common shares of each of VKQ, VMO, VLT, VBF, and VKL
on behalf of Craig Kennedy, a Trustee of the Funds,
inadvertently was not filed in a timely manner; Form 4
Filings relating to common shares of VVR and VBF on behalf of
Hugo F. Sonnenschein, a Trustee of the Funds, inadvertently was
not filed in a timely manner; and a Form 4 Filing relating
to common shares of VVR on behalf of Linda Hutton Heagy, a
Trustee of the Funds, inadvertently was not filed in a timely
manner.
Independent
Registered Public Accounting Firm
The Board of Trustees of each Fund, including a majority of the
Trustees who are not interested persons of any Fund
(as defined by the 1940 Act), have appointed, effective
June 1, 2010, PricewaterhouseCoopers, LLP (PWC)
as the independent registered public accounting firm of each
Fund for each Funds fiscal year following May 31,
2010. Each Funds independent registered public accounting
firm prior to May 31, 2010 was Deloitte & Touche
LLP (D&T or the Prior Auditor). The
audit committee of each Fund recommended and approved the
decision to change each Funds independent
25
registered public accounting firm and such decision was approved
by each Funds Board, including a majority of the Trustees
who are not interested persons of any Fund (as
defined by the 1940 Act) in connection with the change in
control of the Funds investment adviser, and Invesco
Advisers becoming investment adviser to each Fund (Change
in Control). The Change in Control resulted in the Prior
Auditor being prohibited from being engaged by the Funds as
independent registered public accountants for the Funds
fiscal years ended after May 31, 2010 because of certain
business relationships between the accountants and certain
affiliates of the Funds new investment adviser, Invesco
Advisers, or its affiliated companies that are not permitted
under the auditor independence requirements in
Rule 2-01
of
Regulation S-X.
The Funds Board of Trustees believes that there are
operational efficiencies in having one auditor for all Invesco
Funds.
Concurrent with the effective date of the Change in Control, the
Prior Auditor resigned as the independent registered public
accounting firm of each Fund.
The Prior Auditors report on the financial statements of
each Fund for the past two years did not contain an adverse
opinion or a disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope or accounting
principles. During the period the Prior Auditor was engaged,
there were no disagreements with the Prior Auditor on any matter
of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which would have
caused it to make reference to that matter in connection with
its report for any Fund.
Audit and
Other Fees
Each Fund and certain covered entities were billed
the amounts listed on Annex I by D&T during such
Funds most recent two fiscal years.
The audit committee of each Board has considered whether the
provision of non-audit services performed by D&T to the
Funds and covered entities is compatible with
maintaining D&Ts independence in performing audit
services. The audit committee also is required to pre-approve
services to covered entities to the extent that the
services are determined to have a direct impact on the
operations or financial reporting of the Funds and 100% of such
services were pre-approved by the audit committee pursuant to
the audit committees pre-approval policies and procedures.
The Boards pre-approval policies and procedures are
included as part of the Boards audit committee charter,
which is available at www.invesco.com.
It is not expected that representatives of D&T or
PricewaterhouseCoopers, LLP will attend the Meeting. In the
event representatives of D&T or PricewaterhouseCoopers, LLP
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.
26
Expenses
The expenses of preparing, printing and mailing the enclosed
form of proxy, the accompanying Notice and this Proxy Statement,
and all other costs in connection with the solicitation of
proxies will be borne by the Funds. These expenses will be
allocated among each of the Funds in a fair and equitable
manner. 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
solicitation may be made by mail, telephone, facsimile or
personal interview by representatives of the Funds, the Adviser
or its affiliates, by the transfer agents of the Funds and by
dealers or their representatives. The Funds may also retain
Computershare Fund Services, a professional proxy solicitation
firm, to assist in additional proxy solicitation. The estimated
cost of solicitation by Computershare Fund Services is
approximately $3,000 per Fund.
Shareholder
Proposals
To be considered for presentation at a shareholders
meeting, rules promulgated by the SEC generally require that,
among other things, a shareholders proposal must be
received at the offices of the relevant Fund a reasonable time
before a solicitation is made. Shareholder proposals intended to
be presented at the year 2011 annual meeting of shareholders for
a Fund pursuant to
Rule 14a-8
under the Exchange Act of 1934, as amended (the Exchange
Act), must be received by the Fund at the Funds
principal executive offices by March 18, 2011. In order for
proposals made outside of
Rule 14a-8
under the Exchange Act to be considered timely
within the meaning of
Rule 14a-4(c)
under the Exchange Act, such proposals must be received by the
Fund at the Funds principal executive offices not later
than May 2, 2011. Timely submission of a proposal does not
necessarily mean that such proposal will be included. Any
shareholder who wishes to submit a proposal for consideration at
a meeting of such shareholders Fund should send such
proposal to the respective Fund at the principal executive
offices of the Fund at 1555 Peachtree Street, N.E., Atlanta, GA
30309, Attn: President and General Counsel.
Important Notice Regarding the Availability of Proxy
Materials for the Meeting to be held on July 16, 2010.
This Joint Proxy Statement is available on the Internet at:
https://www.proxy-direct.com/inv21514
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.
27
A list of shareholders of each Fund entitled to be present and
vote at the Meeting will be available at the offices of the
respective Fund, 11 Greenway Plaza, Suite 2500, Houston, TX
77046-1173, for inspection by any shareholder during regular
business hours for ten days prior to the date of the Meeting.
Failure of a quorum to be present at the Meeting for any Fund
may necessitate adjournment and may subject such Fund to
additional expense.
If you cannot be present in person, you are requested to fill
in, sign and return the enclosed proxy card, for which no
postage is required if mailed in the United States, or
record your voting instructions by telephone or via the internet
promptly.
John M. Zerr,
Senior Vice President, Secretary and
Chief Legal Officer
June 11, 2010
28
ANNEX
A
Invesco
Van Kampen Closed-End Funds
The following list sets forth the Invesco Van Kampen
closed-end investment companies (the Funds)
participating in the Joint Annual Meeting of Shareholders to be
held at 11 Greenway Plaza, Suite 2500, Houston, TX 77046 on
July 16, 2010, at 3:00 p.m. The name in the first
column below is the legal name for each Fund. The name in the
second column is the abbreviated name of each Fund and the
designation in the third column is the stock symbol of each
Fund; the abbreviated name or ticker symbol are sometimes used
to identify a specific Fund in the Joint Proxy Statement. Each
of the Funds has issued common shares of beneficial interest and
such common shares of the Funds are referred to herein as the
Common Shares. Each of the Funds, except VBF, VTA
and VLT, have issued preferred shares of beneficial interest
with a liquidation preference per share as designated in the
fourth column below, and such preferred shares of such Funds are
referred to herein as the Preferred Shares.
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Shares
|
Legal Name
|
|
Abbreviated Name
|
|
Ticker Symbol
|
|
Outstanding
|
|
Invesco Van Kampen Select Sector Municipal Trust
|
|
Select Sector Municipal Trust
|
|
VKL
|
|
Remarketed Preferred Shares, liquidation preference $25,000 per
share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Invesco Van Kampen Municipal Trust
|
|
Municipal Trust
|
|
VKQ
|
|
Auction Preferred Shares, liquidation preference $25,000 per
share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Invesco Van Kampen Ohio Quality Municipal Trust
|
|
Ohio Quality Municipal Trust
|
|
VOQ
|
|
Auction Preferred Shares, liquidation preference $25,000 per
share
|
Invesco Van Kampen Trust for Insured Municipals
|
|
Trust for Insured Municipals
|
|
VIM
|
|
Auction Preferred Shares, liquidation preference $25,000 per
share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Invesco Van Kampen Trust for Investment Grade Municipals
|
|
Trust for Investment Grade Municipals
|
|
VGM
|
|
Auction Preferred Shares, liquidation preference $25,000 per
share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Invesco Van Kampen Trust for Investment Grade
New York Municipals
|
|
Trust for Investment Grade
New York Municipals
|
|
VTN
|
|
Auction Preferred Shares, liquidation preference $25,000 per
share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Invesco Van Kampen Trust for Investment Grade New Jersey
Municipals
|
|
Trust for Investment Grade
New Jersey Municipals
|
|
VTJ
|
|
Auction Preferred Shares, liquidation preference $25,000 per
share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Invesco Van Kampen Municipal Opportunity Trust
|
|
Municipal Opportunity Trust
|
|
VMO
|
|
Auction Preferred Shares, liquidation preference $25,000 per
share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Invesco Van Kampen Massachusetts Value Municipal
Income Trust
|
|
Massachusetts Value Municipal Income Trust
|
|
VMV
|
|
Auction Preferred Shares, liquidation preference $25,000 per
share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Invesco Van Kampen California Value Municipal Income Trust
|
|
California Value Municipal Income Trust
|
|
VCV
|
|
Auction Preferred Shares, liquidation preference $25,000 per
share
|
A-1
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Shares
|
Legal Name
|
|
Abbreviated Name
|
|
Ticker Symbol
|
|
Outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Invesco Van Kampen Pennsylvania Value Municipal
Income Trust
|
|
Pennsylvania Value Municipal Income Trust
|
|
VPV
|
|
Auction Preferred Shares, liquidation preference $25,000 per
share
|
Invesco Van Kampen Advantage Municipal Income Trust II
|
|
Advantage Municipal Income Trust II
|
|
VKI
|
|
Auction Preferred Shares, liquidation preference $25,000 per
share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Invesco Van Kampen Senior Income Trust
|
|
Senior Income Trust
|
|
VVR
|
|
Auction Preferred Shares, liquidation preference $25,000 per
share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Invesco Van Kampen Bond Fund
|
|
Bond Fund
|
|
VBF
|
|
None
|
Invesco Van Kampen Dynamic
|
|
Dynamic Credit
|
|
VTA
|
|
None
|
Credit Opportunities Fund
|
|
Opportunities Fund
|
|
|
|
|
Invesco Van Kampen High Income Trust II
|
|
High Income Trust II
|
|
VLT
|
|
None
|
A-2
ANNEX
B
Invesco
Van Kampen Closed-End Funds
The following list sets forth the number of issued and
outstanding Common Shares and Preferred Shares, where
applicable, for each Fund as of May 28, 2010, the Record
Date.
|
|
|
|
|
|
|
|
|
Fund Name
|
|
Common Shares
|
|
|
Preferred Shares
|
|
|
Select Sector Municipal Trust
|
|
|
15,190,715
|
|
|
|
3,354
|
|
Municipal Trust
|
|
|
38,955,629
|
|
|
|
8,450
|
|
Ohio Quality Municipal Trust
|
|
|
5,798,716
|
|
|
|
1,400
|
|
Trust for Insured Municipals
|
|
|
9,677,749
|
|
|
|
2,340
|
|
Trust for Investment Grade Municipals
|
|
|
53,922,422
|
|
|
|
13,936
|
|
Trust for Investment Grade New York Municipals
|
|
|
15,173,674
|
|
|
|
3,480
|
|
Trust for Investment Grade New Jersey Municipals
|
|
|
6,052,886
|
|
|
|
1,820
|
|
Municipal Opportunity Trust
|
|
|
33,738,681
|
|
|
|
8,840
|
|
Massachusetts Value Municipal Income Trust
|
|
|
2,703,755
|
|
|
|
690
|
|
California Value Municipal Income Trust
|
|
|
22,078,816
|
|
|
|
5,200
|
|
Pennsylvania Value Municipal Income Trust
|
|
|
23,782,179
|
|
|
|
6,160
|
|
Advantage Municipal Income Trust II
|
|
|
44,227,104
|
|
|
|
10,920
|
|
Senior Income Trust
|
|
|
179,999,900
|
|
|
|
8,000
|
|
Bond Fund
|
|
|
11,330,647
|
|
|
|
None
|
|
Dynamic Credit Opportunities Fund
|
|
|
74,013,275
|
|
|
|
None
|
|
High Income Trust II
|
|
|
3,770,265
|
|
|
|
None
|
|
B-1
ANNEX C
The table below sets forth the
year in which each of the Trustees initially was elected or
appointed to the Board of Trustees of each Fund.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent Trustees
|
|
|
Interested Trustees
|
|
|
|
Arch
|
|
|
Choate
|
|
|
Dammeyer
|
|
|
Heagy
|
|
|
Kennedy
|
|
|
Kerr
|
|
|
Nelson
|
|
|
Sonnenschein
|
|
|
Woolsey
|
|
|
Meadows
|
|
|
Whalen
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal Trust (VKQ)
|
|
|
1991
|
|
|
|
2003
|
|
|
|
1991
|
|
|
|
2003
|
|
|
|
2003
|
|
|
|
1992
|
|
|
|
2003
|
|
|
|
1994
|
|
|
|
2003
|
|
|
|
2010
|
|
|
|
1991
|
|
Ohio Quality Municipal Trust (VOQ)
|
|
|
1991
|
|
|
|
2003
|
|
|
|
1991
|
|
|
|
2003
|
|
|
|
2003
|
|
|
|
1992
|
|
|
|
2003
|
|
|
|
1994
|
|
|
|
2003
|
|
|
|
2010
|
|
|
|
1991
|
|
Trust for Insured Municipals (VIM)
|
|
|
1991
|
|
|
|
2003
|
|
|
|
1991
|
|
|
|
2003
|
|
|
|
2003
|
|
|
|
1992
|
|
|
|
2003
|
|
|
|
1994
|
|
|
|
2003
|
|
|
|
2010
|
|
|
|
1991
|
|
Trust for Investment Grade Municipals (VGM)
|
|
|
1991
|
|
|
|
2003
|
|
|
|
1991
|
|
|
|
2003
|
|
|
|
2003
|
|
|
|
1992
|
|
|
|
2003
|
|
|
|
1994
|
|
|
|
2003
|
|
|
|
2010
|
|
|
|
1991
|
|
Municipal Opportunity Trust (VMO)
|
|
|
1992
|
|
|
|
2003
|
|
|
|
1992
|
|
|
|
2003
|
|
|
|
2003
|
|
|
|
1992
|
|
|
|
2003
|
|
|
|
1994
|
|
|
|
2003
|
|
|
|
2010
|
|
|
|
1992
|
|
Trust for Investment Grade New Jersey Municipals (VTJ)
|
|
|
1992
|
|
|
|
2003
|
|
|
|
1992
|
|
|
|
2003
|
|
|
|
2003
|
|
|
|
1992
|
|
|
|
2003
|
|
|
|
1994
|
|
|
|
2003
|
|
|
|
2010
|
|
|
|
1992
|
|
Trust for Investment Grade New York Municipals (VTN)
|
|
|
1992
|
|
|
|
2003
|
|
|
|
1992
|
|
|
|
2003
|
|
|
|
2003
|
|
|
|
1992
|
|
|
|
2003
|
|
|
|
1994
|
|
|
|
2003
|
|
|
|
2010
|
|
|
|
1992
|
|
Advantage Municipal Income Trust II (VKI)
|
|
|
1993
|
|
|
|
2003
|
|
|
|
1993
|
|
|
|
2003
|
|
|
|
2003
|
|
|
|
1993
|
|
|
|
2003
|
|
|
|
1994
|
|
|
|
2003
|
|
|
|
2010
|
|
|
|
1993
|
|
California Value Municipal Income Trust (VCV)
|
|
|
1993
|
|
|
|
2003
|
|
|
|
1993
|
|
|
|
2003
|
|
|
|
2003
|
|
|
|
1993
|
|
|
|
2003
|
|
|
|
1994
|
|
|
|
2003
|
|
|
|
2010
|
|
|
|
1993
|
|
Massachusetts Value Municipal Income Trust (VMV)
|
|
|
1993
|
|
|
|
2003
|
|
|
|
1993
|
|
|
|
2003
|
|
|
|
2003
|
|
|
|
1993
|
|
|
|
2003
|
|
|
|
1994
|
|
|
|
2003
|
|
|
|
2010
|
|
|
|
1993
|
|
Pennsylvania Value Municipal Income Trust (VPV)
|
|
|
1993
|
|
|
|
2003
|
|
|
|
1993
|
|
|
|
2003
|
|
|
|
2003
|
|
|
|
1993
|
|
|
|
2003
|
|
|
|
1994
|
|
|
|
2003
|
|
|
|
2010
|
|
|
|
1993
|
|
Select Sector Municipal Trust (VKL)
|
|
|
1993
|
|
|
|
2003
|
|
|
|
1993
|
|
|
|
2003
|
|
|
|
2003
|
|
|
|
1993
|
|
|
|
2003
|
|
|
|
1994
|
|
|
|
2003
|
|
|
|
2010
|
|
|
|
1993
|
|
Senior Income Trust (VVR)
|
|
|
1998
|
|
|
|
2006
|
|
|
|
1998
|
|
|
|
2006
|
|
|
|
2006
|
|
|
|
1998
|
|
|
|
2006
|
|
|
|
1998
|
|
|
|
2006
|
|
|
|
2010
|
|
|
|
1998
|
|
Bond Fund (VBF)
|
|
|
1997
|
|
|
|
2003
|
|
|
|
1997
|
|
|
|
2003
|
|
|
|
2003
|
|
|
|
1997
|
|
|
|
2003
|
|
|
|
1997
|
|
|
|
2003
|
|
|
|
2010
|
|
|
|
1997
|
|
Dynamic Credit Opportunities Fund (VTA)
|
|
|
2007
|
|
|
|
2007
|
|
|
|
2007
|
|
|
|
2007
|
|
|
|
2007
|
|
|
|
2007
|
|
|
|
2007
|
|
|
|
2007
|
|
|
|
2007
|
|
|
|
2010
|
|
|
|
2007
|
|
High Income Trust II (VLT)
|
|
|
1989
|
|
|
|
2003
|
|
|
|
1989
|
|
|
|
2003
|
|
|
|
2003
|
|
|
|
1992
|
|
|
|
2003
|
|
|
|
1994
|
|
|
|
2003
|
|
|
|
2010
|
|
|
|
1989
|
|
C-1
ANNEX
D
2009
Aggregate Compensation before Deferral from each Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent Trustees
|
|
|
Interested Trustees
|
|
Name of Fund
|
|
Fiscal Year-End
|
|
|
Arch
|
|
|
Choate
|
|
|
Dammeyer
|
|
|
Heagy
|
|
|
Kennedy
|
|
|
Kerr
|
|
|
Nelson
|
|
|
Sonnenschein
|
|
|
Woolsey
|
|
|
Meadows
|
|
|
Whalen
|
|
Advantage Municipal Income Trust II
|
|
|
10/31
|
|
|
$
|
2,805
|
|
|
$
|
2,805
|
|
|
$
|
2,805
|
|
|
$
|
2,805
|
|
|
$
|
2,805
|
|
|
$
|
2,805
|
|
|
$
|
2,805
|
|
|
$
|
2,805
|
|
|
$
|
2,805
|
|
|
$
|
0
|
|
|
$
|
2,805
|
|
California Value Municipal Income Trust
|
|
|
10/31
|
|
|
|
1,596
|
|
|
|
1,596
|
|
|
|
1,596
|
|
|
|
1,596
|
|
|
|
1,596
|
|
|
|
1,596
|
|
|
|
1,596
|
|
|
|
1,596
|
|
|
|
1,596
|
|
|
|
0
|
|
|
|
1,596
|
|
Massachusetts Value Municipal Income Trust
|
|
|
10/31
|
|
|
|
555
|
|
|
|
555
|
|
|
|
555
|
|
|
|
555
|
|
|
|
555
|
|
|
|
555
|
|
|
|
555
|
|
|
|
555
|
|
|
|
555
|
|
|
|
0
|
|
|
|
555
|
|
Municipal Opportunity Trust
|
|
|
10/31
|
|
|
|
2,418
|
|
|
|
2,418
|
|
|
|
2,418
|
|
|
|
2,418
|
|
|
|
2,418
|
|
|
|
2,418
|
|
|
|
2,418
|
|
|
|
2,418
|
|
|
|
2,418
|
|
|
|
0
|
|
|
|
2,418
|
|
Municipal Trust
|
|
|
10/31
|
|
|
|
2,530
|
|
|
|
2,530
|
|
|
|
2,530
|
|
|
|
2,530
|
|
|
|
2,530
|
|
|
|
2,530
|
|
|
|
2,530
|
|
|
|
2,530
|
|
|
|
2,530
|
|
|
|
0
|
|
|
|
2,530
|
|
Ohio Quality Municipal Trust
|
|
|
10/31
|
|
|
|
756
|
|
|
|
756
|
|
|
|
756
|
|
|
|
756
|
|
|
|
756
|
|
|
|
756
|
|
|
|
756
|
|
|
|
756
|
|
|
|
756
|
|
|
|
0
|
|
|
|
756
|
|
Pennsylvania Value Municipal Income Trust
|
|
|
10/31
|
|
|
|
1,819
|
|
|
|
1,819
|
|
|
|
1,819
|
|
|
|
1,819
|
|
|
|
1,819
|
|
|
|
1,819
|
|
|
|
1,819
|
|
|
|
1,819
|
|
|
|
1,819
|
|
|
|
0
|
|
|
|
1,819
|
|
Select Sector Municipal Trust
|
|
|
10/31
|
|
|
|
1,185
|
|
|
|
1,185
|
|
|
|
1,185
|
|
|
|
1,185
|
|
|
|
1,185
|
|
|
|
1,185
|
|
|
|
1,185
|
|
|
|
1,185
|
|
|
|
1,185
|
|
|
|
0
|
|
|
|
1,185
|
|
Trust for Insured Municipals
|
|
|
10/31
|
|
|
|
964
|
|
|
|
964
|
|
|
|
964
|
|
|
|
964
|
|
|
|
964
|
|
|
|
964
|
|
|
|
964
|
|
|
|
964
|
|
|
|
964
|
|
|
|
0
|
|
|
|
964
|
|
Trust for Investment Grade Municipals
|
|
|
10/31
|
|
|
|
3,671
|
|
|
|
3,671
|
|
|
|
3,671
|
|
|
|
3,671
|
|
|
|
3,671
|
|
|
|
3,671
|
|
|
|
3,671
|
|
|
|
3,671
|
|
|
|
3,671
|
|
|
|
0
|
|
|
|
3,671
|
|
Trust for Investment Grade New Jersey Municipals
|
|
|
10/31
|
|
|
|
821
|
|
|
|
821
|
|
|
|
821
|
|
|
|
821
|
|
|
|
821
|
|
|
|
821
|
|
|
|
821
|
|
|
|
821
|
|
|
|
821
|
|
|
|
0
|
|
|
|
821
|
|
Trust for Investment Grade New York Municipals
|
|
|
10/31
|
|
|
|
1,330
|
|
|
|
1,330
|
|
|
|
1,330
|
|
|
|
1,330
|
|
|
|
1,330
|
|
|
|
1,330
|
|
|
|
1,330
|
|
|
|
1,330
|
|
|
|
1,330
|
|
|
|
0
|
|
|
|
1,330
|
|
Senior Income Trust
|
|
|
7/31
|
|
|
|
3,918
|
|
|
|
3,918
|
|
|
|
3,918
|
|
|
|
3,918
|
|
|
|
3,918
|
|
|
|
3,918
|
|
|
|
3,918
|
|
|
|
3,918
|
|
|
|
3,918
|
|
|
|
0
|
|
|
|
3,918
|
|
Dynamic Credit Opportunities Fund
|
|
|
7/31
|
|
|
|
3,227
|
|
|
|
3,227
|
|
|
|
3,227
|
|
|
|
3,227
|
|
|
|
3,227
|
|
|
|
3,227
|
|
|
|
3,227
|
|
|
|
3,227
|
|
|
|
3,227
|
|
|
|
0
|
|
|
|
3,227
|
|
Bond Fund
|
|
|
6/30
|
|
|
|
705
|
|
|
|
705
|
|
|
|
705
|
|
|
|
705
|
|
|
|
705
|
|
|
|
705
|
|
|
|
705
|
|
|
|
705
|
|
|
|
705
|
|
|
|
0
|
|
|
|
705
|
|
High Income Trust II
|
|
|
12/31
|
|
|
|
605
|
|
|
|
605
|
|
|
|
605
|
|
|
|
605
|
|
|
|
605
|
|
|
|
605
|
|
|
|
605
|
|
|
|
605
|
|
|
|
605
|
|
|
|
0
|
|
|
|
605
|
|
D-1
ANNEX
E
2009
Aggregate Compensation Deferred for each Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent Trustees
|
|
|
Interested Trustees
|
|
Name of Fund
|
|
Fiscal Year-End
|
|
|
Choate
|
|
|
Dammeyer
|
|
|
Heagy
|
|
|
Kennedy
|
|
|
Nelson
|
|
|
Sonnenschein
|
|
|
Meadows
|
|
|
Whalen
|
|
|
Advantage Municipal Income Trust II
|
|
|
10/31
|
|
|
$
|
2,805
|
|
|
$
|
2,805
|
|
|
$
|
464
|
|
|
$
|
1,403
|
|
|
$
|
2,805
|
|
|
$
|
2,805
|
|
|
$
|
0
|
|
|
$
|
2,805
|
|
California Value Municipal Income Trust
|
|
|
10/31
|
|
|
|
1,596
|
|
|
|
1,596
|
|
|
|
284
|
|
|
|
798
|
|
|
|
1,596
|
|
|
|
1,596
|
|
|
|
0
|
|
|
|
1,596
|
|
Massachusetts Value Municipal Income Trust
|
|
|
10/31
|
|
|
|
555
|
|
|
|
555
|
|
|
|
116
|
|
|
|
278
|
|
|
|
555
|
|
|
|
555
|
|
|
|
0
|
|
|
|
555
|
|
Municipal Opportunity Trust
|
|
|
10/31
|
|
|
|
2,418
|
|
|
|
2,418
|
|
|
|
404
|
|
|
|
1,209
|
|
|
|
2,418
|
|
|
|
2,418
|
|
|
|
0
|
|
|
|
2,418
|
|
Municipal Trust
|
|
|
10/31
|
|
|
|
2,530
|
|
|
|
2,530
|
|
|
|
425
|
|
|
|
1,265
|
|
|
|
2,530
|
|
|
|
2,530
|
|
|
|
0
|
|
|
|
2,530
|
|
Ohio Quality Municipal Trust
|
|
|
10/31
|
|
|
|
756
|
|
|
|
756
|
|
|
|
146
|
|
|
|
378
|
|
|
|
756
|
|
|
|
756
|
|
|
|
0
|
|
|
|
756
|
|
Pennsylvania Value Municipal Income Trust
|
|
|
10/31
|
|
|
|
1,819
|
|
|
|
1,819
|
|
|
|
307
|
|
|
|
910
|
|
|
|
1,819
|
|
|
|
1,819
|
|
|
|
0
|
|
|
|
1,819
|
|
Select Sector Municipal Trust
|
|
|
10/31
|
|
|
|
1,185
|
|
|
|
1,185
|
|
|
|
214
|
|
|
|
593
|
|
|
|
1,185
|
|
|
|
1,185
|
|
|
|
0
|
|
|
|
1,185
|
|
Trust for Insured Municipals
|
|
|
10/31
|
|
|
|
964
|
|
|
|
964
|
|
|
|
178
|
|
|
|
482
|
|
|
|
964
|
|
|
|
964
|
|
|
|
0
|
|
|
|
964
|
|
Trust for Investment Grade Municipals
|
|
|
10/31
|
|
|
|
3,671
|
|
|
|
3,671
|
|
|
|
597
|
|
|
|
1,836
|
|
|
|
3,671
|
|
|
|
3,671
|
|
|
|
0
|
|
|
|
3,671
|
|
Trust for Investment Grade New Jersey Municipals
|
|
|
10/31
|
|
|
|
821
|
|
|
|
821
|
|
|
|
155
|
|
|
|
411
|
|
|
|
821
|
|
|
|
821
|
|
|
|
0
|
|
|
|
821
|
|
Trust for Investment Grade New York Municipals
|
|
|
10/31
|
|
|
|
1,330
|
|
|
|
1,330
|
|
|
|
234
|
|
|
|
665
|
|
|
|
1,330
|
|
|
|
1,330
|
|
|
|
0
|
|
|
|
1,330
|
|
Senior Income Trust
|
|
|
7/31
|
|
|
|
3,918
|
|
|
|
3,918
|
|
|
|
2,114
|
|
|
|
1,959
|
|
|
|
3,918
|
|
|
|
3,918
|
|
|
|
0
|
|
|
|
3,918
|
|
Dynamic Credit Opportunities Fund
|
|
|
7/31
|
|
|
|
3,227
|
|
|
|
3,227
|
|
|
|
1,657
|
|
|
|
1,614
|
|
|
|
3,227
|
|
|
|
3,227
|
|
|
|
0
|
|
|
|
3,227
|
|
Bond Fund
|
|
|
6/30
|
|
|
|
705
|
|
|
|
705
|
|
|
|
296
|
|
|
|
353
|
|
|
|
705
|
|
|
|
705
|
|
|
|
0
|
|
|
|
705
|
|
High Income Trust II
|
|
|
12/31
|
|
|
|
605
|
|
|
|
605
|
|
|
|
0
|
|
|
|
303
|
|
|
|
605
|
|
|
|
605
|
|
|
|
0
|
|
|
|
605
|
|
Total
|
|
|
|
|
|
|
28,905
|
|
|
|
28,905
|
|
|
|
7,591
|
|
|
|
14,457
|
|
|
|
28,905
|
|
|
|
28,905
|
|
|
|
0
|
|
|
|
28,905
|
|
E-1
ANNEX
F
Cumulative
Compensation Deferred from each Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent Trustees
|
|
|
Interested Trustees
|
|
Name of Fund
|
|
Fiscal Year-End
|
|
|
Arch
|
|
|
Choate
|
|
|
Dammeyer
|
|
|
Heagy
|
|
|
Kennedy
|
|
|
Kerr
|
|
|
Nelson
|
|
|
Sonnenschein
|
|
|
Meadows
|
|
|
Whalen
|
|
Advantage Municipal Income Trust II
|
|
|
10/31
|
|
|
$
|
28,310
|
|
|
$
|
47,585
|
|
|
$
|
196,573
|
|
|
$
|
39,722
|
|
|
$
|
8,882
|
|
|
$
|
81,179
|
|
|
$
|
53,302
|
|
|
$
|
242,647
|
|
|
$
|
0
|
|
|
$
|
193,674
|
|
California Value Municipal Income Trust
|
|
|
10/31
|
|
|
|
42,465
|
|
|
|
33,558
|
|
|
|
213,310
|
|
|
|
28,388
|
|
|
|
5,375
|
|
|
|
104,607
|
|
|
|
37,974
|
|
|
|
263,504
|
|
|
|
0
|
|
|
|
206,216
|
|
Massachusetts Value Municipal Income Trust
|
|
|
10/31
|
|
|
|
0
|
|
|
|
8,320
|
|
|
|
37,387
|
|
|
|
6,941
|
|
|
|
2,114
|
|
|
|
25,811
|
|
|
|
9,193
|
|
|
|
47,028
|
|
|
|
0
|
|
|
|
36,474
|
|
Municipal Opportunity Trust
|
|
|
10/31
|
|
|
|
14,155
|
|
|
|
38,860
|
|
|
|
138,285
|
|
|
|
32,332
|
|
|
|
7,639
|
|
|
|
55,010
|
|
|
|
43,373
|
|
|
|
170,960
|
|
|
|
0
|
|
|
|
137,538
|
|
Municipal Trust
|
|
|
10/31
|
|
|
|
14,155
|
|
|
|
40,189
|
|
|
|
140,671
|
|
|
|
33,394
|
|
|
|
7,887
|
|
|
|
55,314
|
|
|
|
44,859
|
|
|
|
173,900
|
|
|
|
0
|
|
|
|
140,089
|
|
Ohio Quality Municipal Trust
|
|
|
10/31
|
|
|
|
14,155
|
|
|
|
14,264
|
|
|
|
90,956
|
|
|
|
12,033
|
|
|
|
2,771
|
|
|
|
51,699
|
|
|
|
16,034
|
|
|
|
112,941
|
|
|
|
0
|
|
|
|
87,679
|
|
Pennsylvania Value Municipal Income Trust
|
|
|
10/31
|
|
|
|
42,465
|
|
|
|
36,253
|
|
|
|
217,829
|
|
|
|
30,571
|
|
|
|
6,035
|
|
|
|
104,838
|
|
|
|
40,940
|
|
|
|
268,971
|
|
|
|
0
|
|
|
|
210,883
|
|
Select Sector Municipal Trust
|
|
|
10/31
|
|
|
|
14,155
|
|
|
|
20,780
|
|
|
|
103,390
|
|
|
|
17,424
|
|
|
|
4,065
|
|
|
|
52,565
|
|
|
|
23,277
|
|
|
|
128,183
|
|
|
|
0
|
|
|
|
100,771
|
|
Trust for Insured Municipals
|
|
|
10/31
|
|
|
|
0
|
|
|
|
13,375
|
|
|
|
48,498
|
|
|
|
11,046
|
|
|
|
3,283
|
|
|
|
26,623
|
|
|
|
14,813
|
|
|
|
60,669
|
|
|
|
0
|
|
|
|
48,199
|
|
Trust for Investment Grade Municipals
|
|
|
10/31
|
|
|
|
40,668
|
|
|
|
66,648
|
|
|
|
295,538
|
|
|
|
55,892
|
|
|
|
12,525
|
|
|
|
134,097
|
|
|
|
74,462
|
|
|
|
363,299
|
|
|
|
0
|
|
|
|
288,172
|
|
Trust for Investment Grade New Jersey Municipals
|
|
|
10/31
|
|
|
|
0
|
|
|
|
11,804
|
|
|
|
67,938
|
|
|
|
9,779
|
|
|
|
2,822
|
|
|
|
51,801
|
|
|
|
13,062
|
|
|
|
85,544
|
|
|
|
0
|
|
|
|
65,996
|
|
Trust for Investment Grade New York Municipals
|
|
|
10/31
|
|
|
|
28,310
|
|
|
|
26,089
|
|
|
|
156,040
|
|
|
|
22,004
|
|
|
|
4,560
|
|
|
|
78,376
|
|
|
|
29,411
|
|
|
|
192,980
|
|
|
|
0
|
|
|
|
151,015
|
|
Senior Income Trust
|
|
|
7/31
|
|
|
|
0
|
|
|
|
13,112
|
|
|
|
132,618
|
|
|
|
10,333
|
|
|
|
7,052
|
|
|
|
8,446
|
|
|
|
14,603
|
|
|
|
161,413
|
|
|
|
0
|
|
|
|
136,857
|
|
Dynamic Credit Opportunities Fund
|
|
|
7/31
|
|
|
|
0
|
|
|
|
5,576
|
|
|
|
6,140
|
|
|
|
3,722
|
|
|
|
2,928
|
|
|
|
|
|
|
|
6,012
|
|
|
|
6,185
|
|
|
|
0
|
|
|
|
5,754
|
|
Bond Fund
|
|
|
6/30
|
|
|
|
0
|
|
|
|
10,358
|
|
|
|
23,739
|
|
|
|
8,758
|
|
|
|
2,153
|
|
|
|
2,133
|
|
|
|
11,459
|
|
|
|
30,042
|
|
|
|
0
|
|
|
|
24,801
|
|
High Income Trust II
|
|
|
12/31
|
|
|
|
15,688
|
|
|
|
14,978
|
|
|
|
97,615
|
|
|
|
12,587
|
|
|
|
2,786
|
|
|
|
55,723
|
|
|
|
17,110
|
|
|
|
120,202
|
|
|
|
0
|
|
|
|
96,740
|
|
F-1
ANNEX G
TRUSTEE OWNERSHIP OF COMMON SHARES OF THE FUNDS
The table below indicates the
number of Common Shares of the respective Funds listed below
owned by each Trustee listed below as of May 28, 2010, and
the percentage of such Trustees Common Shares to the total
Common Shares outstanding for such Fund is shown in parenthesis
when such ownership individually exceeds 1% of the total Common
Shares outstanding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent Trustees
|
|
|
Interested Trustees
|
|
|
|
Arch
|
|
|
Dammeyer
|
|
|
Heagy
|
|
|
Kennedy
|
|
|
Sonnenschein
|
|
|
Woolsey
|
|
|
Whalen
|
|
|
Advantage Municipal Income Trust
II
(1)
|
|
|
500
|
|
|
|
692,500
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,385
|
|
|
|
0
|
|
|
|
1,122
|
|
California Value Municipal Income Trust
|
|
|
0
|
|
|
|
95,605
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Municipal Opportunity Trust
|
|
|
595
|
|
|
|
23,400
|
|
|
|
198
|
|
|
|
0
|
|
|
|
1,007
|
|
|
|
0
|
|
|
|
1,931
|
|
Municipal Trust
|
|
|
1,126
|
|
|
|
22,135
|
|
|
|
162
|
|
|
|
0
|
|
|
|
688
|
|
|
|
0
|
|
|
|
1,539
|
|
Select Sector Municipal Trust
|
|
|
1,011
|
|
|
|
23,600
|
|
|
|
100
|
|
|
|
0
|
|
|
|
678
|
|
|
|
0
|
|
|
|
553
|
|
Senior Income Trust
|
|
|
0
|
|
|
|
24,066
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,151
|
|
|
|
0
|
|
|
|
566
|
|
Trust for Insured
Municipals
(2)
|
|
|
300
|
|
|
|
172,360
|
|
|
|
0
|
|
|
|
50
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,004
|
|
Trust for Investment Grade Municipals
|
|
|
637
|
|
|
|
0
|
|
|
|
58
|
|
|
|
58
|
|
|
|
247
|
|
|
|
685
|
|
|
|
1,563
|
|
Bond Fund
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
558
|
|
Dynamic Credit Opportunities Fund
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
641
|
|
High Income Trust II
|
|
|
216
|
|
|
|
28,178
|
|
|
|
0
|
|
|
|
30
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,599
|
|
|
|
(1)
|
The Trustees as a group own 1.57%
of the total Common Shares outstanding of Advantage Municipal
Income Trust II.
|
|
(2)
|
The Trustees as a group own 1.79%
of the total Common Shares outstanding of Trust for Insured
Municipals.
|
G-1
ANNEX
H
TRUSTEE BENEFICIAL OWNERSHIP OF SECURITIES
The table below indicates the
aggregate dollar range of equity securities of the respective
Funds listed below owned by each Trustee listed below as of
May 28, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent Trustees
|
|
Interested Trustees
|
|
|
Arch
|
|
Dammeyer
|
|
Heagy
|
|
Kennedy
|
|
Sonnenschein
|
|
Woolsey
|
|
Whalen
|
Advantage Municipal Income Trust II
|
|
$1-$10,000
|
|
Over $100,000
|
|
None
|
|
None
|
|
$10,001-$50,000
|
|
None
|
|
$10,001-$50,000
|
California Value Municipal Trust
|
|
None
|
|
Over $100,000
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
Municipal Opportunity Trust
|
|
$1-$10,000
|
|
Over $100,000
|
|
$1-$10,000
|
|
None
|
|
$10,001-$50,000
|
|
None
|
|
$10,001-$50,000
|
Municipal Trust
|
|
$10,001-$50,000
|
|
Over $100,000
|
|
$1-$10,000
|
|
None
|
|
$1-$10,000
|
|
None
|
|
$10,001-$50,000
|
Select Sector Municipal Trust
|
|
$10,001-$50,000
|
|
Over $100,000
|
|
$1-$10,000
|
|
None
|
|
$1-$10,000
|
|
None
|
|
$1-$10,000
|
Senior Income Trust
|
|
None
|
|
Over $100,000
|
|
None
|
|
None
|
|
$1-$10,000
|
|
None
|
|
$1-$10,000
|
Trust for Insured Municipals
|
|
$1-$10,000
|
|
Over $100,000
|
|
None
|
|
$1-$10,000
|
|
None
|
|
None
|
|
$10,001-$50,000
|
Trust for Investment Grade Municipals
|
|
$1-$10,000
|
|
None
|
|
$1-$10,000
|
|
$1-$10,000
|
|
$1-$10,000
|
|
$1-$10,000
|
|
$10,001-$50,000
|
Bond Fund
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
$10,001-$50,000
|
Dynamic Credit Opportunities Fund
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
$1-$10,000
|
High Income Trust II
|
|
$1-$10,000
|
|
Over $100,000
|
|
None
|
|
$1-$10,000
|
|
None
|
|
None
|
|
$10,001-$50,000
|
Aggregate Dollar Range of Equity Securities in all Registered
Investment Companies Overseen by Trustee in the Invesco
Fund Complex
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H-1
ANNEX I
Fiscal
Year End 2009 Audit and Other Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Audit Fees
|
|
|
|
|
Name of Fund
|
|
Fiscal Year-End
|
|
|
Audit Fees
|
|
|
Audit-Related
(2)
|
|
|
Tax
(4)
|
|
|
All Other
|
|
|
Total Non-Audit
|
|
|
Total
|
|
|
Advantage Municipal Income Trust II
|
|
|
10/31
|
|
|
$
|
31,435
|
|
|
$
|
415
|
|
|
$
|
2,750
|
|
|
$
|
0
|
|
|
$
|
3,165
|
|
|
$
|
34,600
|
|
California Value Municipal Income Trust
|
|
|
10/31
|
|
|
|
31,435
|
|
|
|
415
|
|
|
|
2,750
|
|
|
|
0
|
|
|
|
3,165
|
|
|
|
34,600
|
|
Massachusetts Value Municipal Income Trust
|
|
|
10/31
|
|
|
|
31,435
|
|
|
|
415
|
|
|
|
2,750
|
|
|
|
0
|
|
|
|
3,165
|
|
|
|
34,600
|
|
Municipal Opportunity Trust
|
|
|
10/31
|
|
|
|
37,945
|
|
|
|
415
|
|
|
|
2,750
|
|
|
|
0
|
|
|
|
3,165
|
|
|
|
41,110
|
|
Municipal Trust
|
|
|
10/31
|
|
|
|
37,945
|
|
|
|
415
|
|
|
|
2,750
|
|
|
|
0
|
|
|
|
3,165
|
|
|
|
41,110
|
|
Ohio Quality Municipal Trust
|
|
|
10/31
|
|
|
|
31,435
|
|
|
|
415
|
|
|
|
2,750
|
|
|
|
0
|
|
|
|
3,165
|
|
|
|
34,600
|
|
Pennsylvania Value Municipal Income Trust
|
|
|
10/31
|
|
|
|
31,435
|
|
|
|
415
|
|
|
|
2,750
|
|
|
|
0
|
|
|
|
3,165
|
|
|
|
34,600
|
|
Select Sector Municipal Trust
|
|
|
10/31
|
|
|
|
31,435
|
|
|
|
415
|
|
|
|
2,750
|
|
|
|
0
|
|
|
|
3,165
|
|
|
|
34,600
|
|
Trust for Insured Municipals
|
|
|
10/31
|
|
|
|
37,945
|
|
|
|
415
|
|
|
|
2,750
|
|
|
|
0
|
|
|
|
3,165
|
|
|
|
41,110
|
|
Trust for Investment Grade Municipals
|
|
|
10/31
|
|
|
|
37,945
|
|
|
|
415
|
|
|
|
2,750
|
|
|
|
0
|
|
|
|
3,165
|
|
|
|
41,110
|
|
Trust for Investment Grade New Jersey Municipals
|
|
|
10/31
|
|
|
|
31,435
|
|
|
|
415
|
|
|
|
2,750
|
|
|
|
0
|
|
|
|
3,165
|
|
|
|
34,600
|
|
Trust for Investment Grade New York Municipals
|
|
|
10/31
|
|
|
|
31,435
|
|
|
|
415
|
|
|
|
2,750
|
|
|
|
0
|
|
|
|
3,165
|
|
|
|
34,600
|
|
Senior Income Trust
|
|
|
7/31
|
|
|
|
80,625
|
|
|
|
18,300
|
(3)
|
|
|
3,720
|
|
|
|
0
|
|
|
|
22,020
|
|
|
|
102,645
|
|
Bond Fund
|
|
|
6/30
|
|
|
|
33,260
|
|
|
|
0
|
|
|
|
2,750
|
|
|
|
1,400
|
|
|
|
4,150
|
|
|
|
37,410
|
|
Dynamic Credit Opportunities Fund
|
|
|
7/31
|
|
|
|
79,500
|
|
|
|
0
|
|
|
|
3,720
|
|
|
|
0
|
|
|
|
3,720
|
|
|
|
83,220
|
|
High Income Trust II
|
|
|
12/31
|
|
|
|
51,745
|
|
|
|
830
|
|
|
|
2,750
|
|
|
|
0
|
|
|
|
3,580
|
|
|
|
55,325
|
|
Covered
Entities
(1)
|
|
|
|
|
|
|
N/A
|
|
|
|
1,100,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,100,000
|
|
|
|
1,100,000
|
|
N/A - Not applicable.
|
|
(1)
|
Covered Entities include Van Kampen
Asset Management, the adviser to the Funds during the last
fiscal year of such Funds (the Former Adviser)
(excluding sub-advisers) and any entity controlling, controlled
by or under common control with the Former Adviser that provides
ongoing services to the Funds.
|
(2)
|
Audit-Related Fees represent
assurance and related services provided that are reasonably
related to the performance of the audit of the financial
statements of the Covered Entities and funds advised by the
Former Adviser or its affiliates, specifically attestation
services provided in connection with SAS 70 reports of
Covered Entities.
|
(3)
|
Audit-Related Fees represent agreed
upon procedures provided that are reasonably related to the
performance of the audit of the financial statements of the fund.
|
(4)
|
Tax Fees represent tax advice and
compliance services provided in connection with the review of
the Funds tax returns.
|
I-1
Fiscal
Year End 2008 Audit and Other Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Audit Fees
|
|
|
|
|
Name of Fund
|
|
Fiscal Year-End
|
|
|
Audit Fees
|
|
|
Audit-Related
(2)
|
|
|
Tax
(4)
|
|
|
All Other
|
|
|
Total Non-Audit
|
|
|
Total
|
|
|
Advantage Municipal Income Trust II
|
|
|
10/31
|
|
|
$
|
37,945
|
|
|
$
|
415
|
|
|
$
|
2,750
|
|
|
$
|
0
|
|
|
$
|
3,165
|
|
|
$
|
41,110
|
|
California Value Municipal Income Trust
|
|
|
10/31
|
|
|
|
31,435
|
|
|
|
415
|
|
|
|
2,750
|
|
|
|
0
|
|
|
|
3,165
|
|
|
|
34,600
|
|
Massachusetts Value Municipal Income Trust
|
|
|
10/31
|
|
|
|
31,435
|
|
|
|
415
|
|
|
|
2,750
|
|
|
|
0
|
|
|
|
3,165
|
|
|
|
34,600
|
|
Municipal Opportunity Trust
|
|
|
10/31
|
|
|
|
37,945
|
|
|
|
415
|
|
|
|
2,750
|
|
|
|
0
|
|
|
|
3,165
|
|
|
|
41,110
|
|
Municipal Trust
|
|
|
10/31
|
|
|
|
37,945
|
|
|
|
415
|
|
|
|
2,750
|
|
|
|
0
|
|
|
|
3,165
|
|
|
|
41,110
|
|
Ohio Quality Municipal Trust
|
|
|
10/31
|
|
|
|
31,435
|
|
|
|
415
|
|
|
|
2,750
|
|
|
|
0
|
|
|
|
3,165
|
|
|
|
34,600
|
|
Pennsylvania Value Municipal Income Trust
|
|
|
10/31
|
|
|
|
31,435
|
|
|
|
415
|
|
|
|
2,750
|
|
|
|
0
|
|
|
|
3,165
|
|
|
|
34,600
|
|
Select Sector Municipal Trust
|
|
|
10/31
|
|
|
|
31,435
|
|
|
|
415
|
|
|
|
2,750
|
|
|
|
0
|
|
|
|
3,165
|
|
|
|
34,600
|
|
Trust for Insured Municipals
|
|
|
10/31
|
|
|
|
37,945
|
|
|
|
415
|
|
|
|
2,750
|
|
|
|
0
|
|
|
|
3,165
|
|
|
|
41,110
|
|
Trust for Investment Grade Municipals
|
|
|
10/31
|
|
|
|
37,945
|
|
|
|
415
|
|
|
|
2,750
|
|
|
|
0
|
|
|
|
3,165
|
|
|
|
41,110
|
|
Trust for Investment Grade New Jersey Municipals
|
|
|
10/31
|
|
|
|
31,435
|
|
|
|
415
|
|
|
|
2,750
|
|
|
|
0
|
|
|
|
3,165
|
|
|
|
34,600
|
|
Trust for Investment Grade New York Municipals
|
|
|
10/31
|
|
|
|
31,435
|
|
|
|
415
|
|
|
|
2,750
|
|
|
|
0
|
|
|
|
3,165
|
|
|
|
34,600
|
|
Senior Income Trust
|
|
|
7/31
|
|
|
|
82,830
|
|
|
|
17,850
|
(3)
|
|
|
3,250
|
|
|
|
0
|
|
|
|
21,100
|
|
|
|
103,930
|
|
Bond Fund
|
|
|
6/30
|
|
|
|
35,015
|
|
|
|
0
|
|
|
|
1,650
|
|
|
|
0
|
|
|
|
1,650
|
|
|
|
36,665
|
|
Dynamic Credit Opportunities Fund
|
|
|
7/31
|
|
|
|
81,255
|
|
|
|
0
|
|
|
|
3,000
|
|
|
|
0
|
|
|
|
3,000
|
|
|
|
84,255
|
|
High Income Trust II
|
|
|
12/31
|
|
|
|
51,745
|
|
|
|
830
|
|
|
|
1,650
|
|
|
|
0
|
|
|
|
2,480
|
|
|
|
54,225
|
|
Covered
Entities
(1)
|
|
|
|
|
|
|
N/A
|
|
|
|
215,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
215,000
|
|
|
|
215,000
|
|
N/A - Not applicable.
|
|
(1)
|
Covered Entities include Van Kampen
Asset Management, the adviser to the Funds during the last
fiscal year of such Funds (the Former Adviser)
(excluding sub-advisers) and any entity controlling, controlled
by or under common control with the Former Adviser that provides
ongoing services to the Funds.
|
(2)
|
Audit-Related Fees represent
assurance and related services provided that are reasonably
related to the performance of the audit of the financial
statements of the Covered Entities and funds advised by the
Former Adviser or its affiliates, specifically attestation
services provided in connection with a SAS 70 report.
|
(3)
|
Audit-Related Fees represent agreed
upon procedures provided that are reasonably related to the
performance of the audit of the financial statements of the fund.
|
(4)
|
Tax Fees represent tax advice and
compliance services provided in connection with the review of
the Funds tax returns.
|
I-2
ANNEX J
To the knowledge of the Funds, the following table shows the
holders of 5% or more of a Funds common shares as of
May 28, 2010.
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
|
Percentage of
|
|
|
|
|
Shares Owned on
|
Fund
|
|
Name and Address of Holder
|
|
May 28, 2010
|
|
Trust for
Investment Grade Municipals
|
|
First Trust
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
|
|
6.7%
|
|
|
|
|
|
Municipal Opportunity Trust
|
|
First Trust
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
|
|
5.7%
|
|
|
|
|
|
California Value
Municipal Income Trust
|
|
First Trust
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
|
|
8.8%
|
|
|
|
|
|
Advantage Municipal Income Trust II
|
|
First Trust
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
|
|
6.6%
|
|
|
|
|
|
Senior
Income Trust
|
|
First Trust
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
|
|
16.2%
|
|
|
|
|
|
Bond Fund
|
|
First Trust
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
|
|
11.2%
|
|
|
|
|
|
Dynamic Credit Opportunities Fund
|
|
First Trust
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
|
|
16.0%
|
To the knowledge of the Funds, the following table shows the
holders of 5% or more of a Funds Auction Preferred Shares
(APS) as of May 28, 2010.
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
|
Percentage of
|
|
|
|
|
APS Owned on
|
Fund
|
|
Name and Address of Holder
|
|
May 28, 2010
|
|
Municipal Trust
|
|
Bank of America Corporation
100 North Tryon Street
Charlotte, North Carolina 28255
|
|
21.4%
|
|
|
Citigroup, Inc.
399 Park Avenue
New York, NY 10043
|
|
6.3%
|
J-1
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
|
Percentage of
|
|
|
|
|
APS Owned on
|
Fund
|
|
Name and Address of Holder
|
|
May 28, 2010
|
|
|
|
UBS AG
Bahnhofstrasse 45
PO Box CH-8021
Zurich, Switzerland
|
|
8.2%
|
Ohio Quality Municipal Trust
|
|
Bank of America Corporation
100 North Tryon Street
Charlotte, North Carolina 28255
|
|
35.5%
|
|
|
Citigroup, Inc.
399 Park Avenue
New York, NY 10043
|
|
5.2%
|
|
|
UBS AG
Bahnhofstrasse 45
PO Box CH-8021
Zurich, Switzerland
|
|
15.62%
|
Trust for Insured Municipals
|
|
Bank of America Corporation
100 North Tryon Street
Charlotte, North Carolina 28255
|
|
17.7%
|
|
|
Citigroup, Inc.
399 Park Avenue
New York, NY 10043
|
|
10.3%
|
|
|
UBS AG
Bahnhofstrasse 45
PO Box CH-8021
Zurich, Switzerland
|
|
10.1%
|
Trust for Investment Grade Municipals
|
|
Bank of America Corporation
100 North Tryon Street
Charlotte, North Carolina 28255
|
|
21.2%
|
|
|
UBS AG
Bahnhofstrasse 45
PO Box CH-8021
Zurich, Switzerland
|
|
5.7%
|
Trust of Investment Grade New York
Municipals
|
|
Bank of America Corporation
100 North Tryon Street
Charlotte, North Carolina 28255
|
|
31.8%
|
J-2
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
|
Percentage of
|
|
|
|
|
APS Owned on
|
Fund
|
|
Name and Address of Holder
|
|
May 28, 2010
|
|
|
|
Citigroup, Inc.
399 Park Avenue
New York, NY 10043
|
|
14.9%
|
|
|
UBS AG
Bahnhofstrasse 45
PO Box CH-8021
Zurich, Switzerland
|
|
7.6%
|
Trust for Investment Grade New Jersey
Municipals
|
|
Bank of America Corporation
100 North Tryon Street
Charlotte, North Carolina 28255
|
|
27.0%
|
|
|
Citigroup, Inc.
399 Park Avenue
New York, NY 10043
|
|
25.0%
|
|
|
UBS AG
Bahnhofstrasse 45
PO Box CH-8021
Zurich, Switzerland
|
|
11.5%
|
Massachusetts Value Municipal Income Trust
|
|
Bank of America Corporation
100 North Tryon Street
Charlotte, North Carolina 28255
|
|
16.7%
|
|
|
UBS AG
Bahnhofstrasse 45
PO Box CH-8021
Zurich, Switzerland
|
|
38.31%
|
California Value Municipal Income Trust
|
|
UBS AG
Bahnhofstrasse 45
PO Box CH-8021
Zurich, Switzerland
|
|
13.1%
|
Pennsylvania Value Municipal Income Trust
|
|
Bank of America Corporation
100 North Tryon Street
Charlotte, North Carolina 28255
|
|
29.9%
|
|
|
UBS AG
Bahnhofstrasse 45
PO Box CH-8021
Zurich, Switzerland
|
|
11.5%
|
J-3
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
|
Percentage of
|
|
|
|
|
APS Owned on
|
Fund
|
|
Name and Address of Holder
|
|
May 28, 2010
|
|
Municipal Opportunity Trust
|
|
Bank of America Corporation
100 North Tryon Street
Charlotte, North Carolina 28255
|
|
23.6%
|
|
|
UBS AG
Bahnhofstrasse 45
PO Box CH-8021
Zurich, Switzerland
|
|
12.1%
|
Advantage Municipal Income Trust II
|
|
Bank of America Corporation
100 North Tryon Street
Charlotte, North Carolina 28255
|
|
15.03%
|
|
|
UBS AG
Bahnhofstrasse 45
PO Box CH-8021
Zurich, Switzerland
|
|
9.1%
|
Select Sector Municipal Trust
|
|
Bank of America Corporation
100 North Tryon Street
Charlotte, North Carolina 28255
|
|
44.9%
|
|
|
UBS AG
Bahnhofstrasse 45
PO Box CH-8021
Zurich, Switzerland
|
|
11.7%
|
Senior Income
Trust
|
|
Bank of America Corporation
100 North Tryon Street
Charlotte, North Carolina 28255
|
|
8.4%
|
|
|
Citigroup, Inc.
399 Park Avenue
New York, NY 10043
|
|
29.9%
|
J-4
|
|
|
|
|
|
|
|
Invesco
11 Greenway Plaza
Houston, Texas 77046-1173
www.invesco.com
Member FINRA/SIPC.
|
VOTES
AS IN
THIS
EXAMPLE
FORM OF
PROXY
INVESCO VAN
KAMPEN XXXXX TRUST
JOINT ANNUAL
MEETING OF SHAREHOLDERS
PROXY SOLICITED
ON BEHALF OF THE BOARD OF TRUSTEES
The
undersigned holder of XXXXXX Shares of INVESCO VAN KAMPEN XXXXX
TRUST, a XXXXX business trust (the Fund), hereby
appoints Colin D. Meadows, Sheri Morris and John M. Zerr and
each of them or their respective designees, with full power of
substitution and revocation, as proxies to represent the
undersigned at the Joint Annual Meeting of Shareholders to be
held at 11 Greenway Plaza, Suite 2500, Houston, TX
77046-1173, on July 16, 2010 at 3:00 p.m., and any and
all adjournments thereof (the Meeting), and thereat
to vote all XXXXX Shares which the undersigned would be
entitled to vote, with all powers the undersigned would possess
if personally present, in accordance with the instructions
indicated herein.
|
|
|
|
|
|
|
|
|
1.
|
|
Authority to vote for the election as Trustees, the nominees named below:
Class X Trustees: (01) XXXXX, (02) XXXXX (03) XXXXX and (04) XXXXX
|
|
FOR
ALL
o
|
|
WITHHOLD
o
|
|
FOR ALL
EXCEPT
o
|
|
|
|
|
|
|
|
|
|
|
|
To withhold authority to vote for any individual nominee,
check For All Except and write the nominees
name on the line below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
To transact such other business as may properly come before the
Meeting.
|
|
|
|
|
|
|
Important
Notice Regarding the Availability of Proxy Materials for the
Meeting of Shareholders to be held on July 16, 2010. The
following material is available at
https://www.proxy-direct.com/[ ]:
Proxy
Statement
If
more than one of the proxies, or their substitutes, are present
at the Meeting or any adjournment thereof, they jointly (or, if
only one is present and voting then that one) shall have
authority and may exercise all powers granted hereby. This
Proxy, when properly executed, will be voted in accordance with
the instructions marked by the undersigned on the reverse side.
If no specification is made, this Proxy will be voted
FOR the proposal described herein and in the
discretion of the proxies upon such other business as may
properly come before the Meeting.
The
undersigned hereby acknowledges receipt of the accompanying
Notice of Meeting and Joint Proxy Statement for the Meeting to
be held on July 16, 2010.
|
|
|
|
|
PLEASE VOTE, DATE AND SIGN ON
REVERSE SIDE AND
RETURN PROMPTLY IN ENCLOSED ENVELOPE
|
|
|
|
|
|
|
|
HAS YOUR ADDRESS CHANGED?
|
|
|
|
Date
|
|
|
Shareholder signature
|
|
|
|
|
|
|
|
|
|
|
|
Date
|
|
|
Co-owner signature (if applicable)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark box at right if an address change has been noted on the
reverse side of this
card.
o
|
|
|
|
|
|
|
|
|
|
Please sign this Proxy exactly as your name or names appear on
the books of the Fund. When signing as attorney, trustee,
executor, administrator, custodian, guardian or corporate
officer, please give full title. If common shares are held
jointly, each holder must sign.
|
|
|
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