Table of Contents
SECURITIES AND EXCHANGE COMMISSION
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
x | Preliminary Proxy Statement | |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
o | Definitive Proxy Statement | |
o | Definitive Additional Materials | |
o | Soliciting Material Pursuant to §240.14a-12 |
x | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: | |
(2) | Aggregate number of securities to which transaction applies: | |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
(4) | Proposed maximum aggregate value of transaction: | |
(5) | Total fee paid: | |
o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: | |
(2) | Form, Schedule or Registration Statement No.: | |
(3) | Filing Party: | |
(4) | Date Filed: | |
Table of Contents
522 Fifth Avenue New York, New York 10036
TO BE HELD [ • ], 2010
Secretary
Table of Contents
522 Fifth Avenue New York, New York 10036
2
Table of Contents
3
Table of Contents
ELECTION OF DIRECTORS
4
Table of Contents
Group I* | Group II** | Group III*** | ||
Albert R. Dowden | David C. Arch | James T. Bunch | ||
Prema Mathai-Davis | Bob R. Baker | Bruce L. Crockett | ||
Lewis F. Pennock | Frank S. Bayley | Rod Dammeyer | ||
Hugo F. Sonnenschein | Larry Soll | Jack M. Fields | ||
Raymond Stickel, Jr. | Philip A. Taylor | Martin L. Flanagan | ||
Wayne W. Whalen | Carl Frischling |
* | To serve until the year 2010 Annual Meeting or until their successors have been duly elected and qualified. | |
** | To serve until the year 2011 Annual Meeting or until their successors have been duly elected and qualified. | |
*** | To serve until the year 2012 Annual Meeting or until their successors have been duly elected and qualified. |
5
Table of Contents
Number of | ||||||||||
Position | Funds in Fund | Other | ||||||||
Proposed to be | Complex | Trusteeship(s)/ | ||||||||
Name, Age and | Held with the | Principal Occupation(s) | Overseen by | Directorships(s) | ||||||
Address | Fund | During Past 5 Years | Director | Held by Director | ||||||
Interested Nominees | ||||||||||
Martin L. Flanagan1(49) Two Peachtree Pointe 1555 Peachtree Street N.E. Atlanta, Georgia 30309 | Proposed Director | Executive Director, Chief Executive Officer and President, Invesco (a global investment management firm); Trustee, The AIM Family of Funds®; Board of Governors, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business and adviser to the board of directors, Invesco Advisers. Formerly: Chairman, Invesco Aim Advisors, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco Aim and a global investment management firm); Director, Invesco; Chairman and Vice Chairman, Investment Company Institute. | 17 | Trustee of 149 funds/portfolios in the AIM Family of Funds®. |
6
Table of Contents
Number of | ||||||||||
Position | Funds in Fund | Other | ||||||||
Proposed to be | Complex | Trusteeship(s)/ | ||||||||
Name, Age and | Held with the | Principal Occupation(s) | Overseen by | Directorships(s) | ||||||
Address | Fund | During Past 5 Years | Director | Held by Director | ||||||
Philip A. Taylor2 (55) 11 Greenway Plaza Suite 100 Houston, Texas 77046-1173 | Proposed Director | Head of North American Retail and Senior Managing Director, Invesco; Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Aim Management Group, Inc. (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director, Invesco Aim Distributors, Inc. (registered broker dealer); Director and Chairman, Invesco Aim Investment Services, Inc. (registered transfer agent) and INVESCO Distributors, Inc. (registered broker dealer); Director, Co-Chairman, Co-President & Co-Chief Executive, Invesco Advisers (Formerly Invesco Institutional, (N.A.), Inc. — registered investment adviser); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, AIM Trimark Corporate Class Inc. (corporate mutual fund company) and AIM Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./ Invesco Trimark Ltée Trustee, President and Principal Executive Officer, The AIM Family of Funds® (other than AIM Treasurer’s Series Trust and Short-Term Investments Trust); Trustee and Executive Vice President, The AIM Family of Funds® | 17 | Trustee of 149 funds/portfolios in the AIM Family of Funds®. |
7
Table of Contents
Number of | ||||||||||
Position | Funds in Fund | Other | ||||||||
Proposed to be | Complex | Trusteeship(s)/ | ||||||||
Name, Age and | Held with the | Principal Occupation(s) | Overseen by | Directorships(s) | ||||||
Address | Fund | During Past 5 Years | Director | Held by Director | ||||||
(AIM Treasurer’s Series Trust and Short-Term Investments Trust only); and Manager, Invesco PowerShares Capital Management LLC. Formerly: Director, Chief Executive Officer and President, Invesco Aim Advisors, Inc.; Director, Chairman, Chief Executive Officer and President Invesco Aim Capital Management, Inc. (registered investment adviser) and Invesco AIM Private Asset Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The AIM Family of Funds® (AIM Treasurer’s Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc. | ||||||||||
Independent Nominees | ||||||||||
David C. Arch (64) Blistex Inc. 1800 Swift Drive Oak Brook, IL 60523 | Proposed Director | Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer. | 17 | Trustee/Director of 88 funds/portfolios in the Van Kampen Family of Funds®. 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. |
8
Table of Contents
Number of | ||||||||||
Position | Funds in Fund | Other | ||||||||
Proposed to be | Complex | Trusteeship(s)/ | ||||||||
Name, Age and | Held with the | Principal Occupation(s) | Overseen by | Directorships(s) | ||||||
Address | Fund | During Past 5 Years | Director | Held by Director | ||||||
Bob R. Baker (73) 11 Greenway Plaza Suite 100 Houston, Texas 77046-1173 | Proposed Director | Retired. | 17 | Trustee of 149 funds/portfolios in the AIM Family of Funds®. | ||||||
Frank S. Bayley (70) 11 Greenway Plaza Suite 100 Houston, Texas 77046-1173 | Proposed Director | Retired. Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios). | 17 | Trustee of 149 funds/portfolios in the AIM Family of Funds®. | ||||||
James T. Bunch (67) 11 Greenway Plaza Suite 100 Houston, Texas 77046-1173 | Proposed Director | Founder, Green, Manning & Bunch Ltd. (investment banking firm). | 17 | Trustee of 149 funds/portfolios in the AIM Family of Funds®; Board of Governors, Western Golf Association/Evans Scholars Foundation and Executive Committee, United States Golf Association. | ||||||
Bruce L. Crockett (65) 11 Greenway Plaza Suite 100 Houston, Texas 77046-1173 | Proposed Director | Chairman, Crockett Technology Associates (technology consulting company). | 17 | Chairman of the Boards of Trustees of 149 funds/portfolios in the AIM Family of Funds®; ACE Limited (insurance company); Captaris, Inc. (unified messaging provider); and Investment Company Institute. | ||||||
Rod Dammeyer (69) CAC, LLC 4370 La Jolla Village Drive Suite 685 San Diego, CA92122-1249 | Proposed Director | President of CAC, LLC, a private company offering capital investment and management advisory services. | 17 | Trustee/Director of 88 funds/portfolios in the Van Kampen Family of Funds®. Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc. Prior to January 2004, Director of TeleTech Holdings Inc. and Arris Group, Inc. |
9
Table of Contents
Number of | ||||||||||
Position | Funds in Fund | Other | ||||||||
Proposed to be | Complex | Trusteeship(s)/ | ||||||||
Name, Age and | Held with the | Principal Occupation(s) | Overseen by | Directorships(s) | ||||||
Address | Fund | During Past 5 Years | Director | Held by Director | ||||||
Albert R. Dowden (68) 11 Greenway Plaza Suite 100 Houston, Texas 77046-1173 | Proposed Director | Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (registered investment company); and Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company). Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Senior Vice President, AB Volvo; Director of various public and private corporations. | 17 | Trustee/Director of 149 funds/portfolios in the AIM Family of Funds®; Board of Nature’s Sunshine Products, Inc. | ||||||
Jack M. Fields (57) 11 Greenway Plaza Suite 100 Houston, Texas77046-1173 | Proposed Director | Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit). Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company). | 17 | Trustee/Director of 149 funds/portfolios in the AIM Family of Funds®; Administaff | ||||||
Carl Frischling (72) 11 Greenway Plaza Suite 100 Houston, Texas77046-1173 | Proposed Director | Partner, law firm of Kramer Levin Naftalis and Frankel LLP. | 17 | Trustee/Director of 149 funds/portfolios in the AIM Family of Funds®; Reich & Tang Funds (16 portfolios) | ||||||
Prema Mathai-Davis (59) 11 Greenway Plaza Suite 100 Houston, Texas77046-1173 | Proposed Director | Retired. | 17 | Trustee of 149 funds/portfolios in the AIM Family of Funds®. | ||||||
Lewis F. Pennock (67) 11 Greenway Plaza Suite 100 Houston, Texas77046-1173 | Proposed Director | Partner, law firm of Pennock & Cooper. | 17 | Trustee of 149 funds/portfolios in the AIM Family of Funds®. |
10
Table of Contents
Number of | ||||||||||
Position | Funds in Fund | Other | ||||||||
Proposed to be | Complex | Trusteeship(s)/ | ||||||||
Name, Age and | Held with the | Principal Occupation(s) | Overseen by | Directorships(s) | ||||||
Address | Fund | During Past 5 Years | Director | Held by Director | ||||||
Larry Soll (67) 11 Greenway Plaza Suite 100 Houston, Texas77046-1173 | Proposed Director | Retired. | 17 | Trustee of 149 funds/portfolios in the AIM Family of Funds®. | ||||||
Hugo F. Sonnenschein (69) 1126 E. 59th Street Chicago, IL 60637 | Proposed Director | 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. | 17 | Trustee/Director of 88 funds/portfolios in the Van Kampen Family of Funds®. Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences. | ||||||
Raymond Stickel, Jr. (65) 11 Greenway Plaza Suite 100 Houston, Texas77046-1173 | Proposed Director | Retired. Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) | 17 | Trustee of 149 funds/portfolios in the AIM Family of Funds®. | ||||||
Wayne W. Whalen (70) 155 North Wacker Drive Chicago, IL 60606 | Proposed Director | Partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP. | 17 | Chairman of the Boards, Trustee/Director of 88 funds/portfolios in the Van Kampen Family of Funds®. Director of the Abraham Lincoln Presidential Library Foundation. |
Aggregate Dollar Range of | ||||||
Equity Securities in the | ||||||
Dollar Range of | Funds and in the Family of | |||||
Name of Nominee | Equity Securities | Investment Companies | ||||
David C. Arch | None | None | ||||
Bob R. Baker | None | None | ||||
Frank S. Bayley | None | None | ||||
James T. Bunch | None | None | ||||
Bruce L. Crockett | None | None | ||||
Rod Dammeyer | None | None | ||||
Albert R. Dowden | None | None | ||||
Martin L. Flanagan | None | None |
11
Table of Contents
Aggregate Dollar Range of | ||||||
Equity Securities in the | ||||||
Dollar Range of | Funds and in the Family of | |||||
Name of Nominee | Equity Securities | Investment Companies | ||||
Jack M. Fields | None | None | ||||
Carl Frischling | None | None | ||||
Prema Mathai-Davis | None | None | ||||
Lewis F. Pennock | None | None | ||||
Larry Soll | None | None | ||||
Hugo F. Sonnenschein | None | None | ||||
Raymond Stickel, Jr. | None | None | ||||
Philip A. Taylor | None | None | ||||
Wayne W. Whalen | None | None |
12
Table of Contents
Length of | ||||||
Name, Age, Address and Position(s) to be Held with the Fund* | Time Served** | Principal Occupation(s) During Past 5 Years | ||||
Philip A. Taylor (55) President and Principal Executive Officer | N/A | Head of North American Retail and Senior Managing Director, Invesco; Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Aim Management Group, Inc. (financial services holding company) Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director, Invesco Aim Distributors, Inc. (registered broker dealer); Director and Chairman, Invesco Aim Investment Services, Inc. (registered transfer agent) and INVESCO Distributors, Inc. (registered broker dealer); Director,Co-Chairman, Co-President & Co-Chief Executive, Invesco Advisers (Formerly Invesco Institutional, (N.A.), Inc. — registered investment adviser); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, AIM Trimark Corporate Class Inc. (corporate mutual fund company) and AIM Trimark Canada Fund Inc. (corporate mutual fund company Director and Chief Executive Officer, Invesco Trimark Dealer Inc./courtage Invesco Trimark Inc. and Invesco Trimark Ltd./Invesco Trimark Ltée); Trustee, President and Principal Executive Officer, The AIM Family of Funds® (other than AIM Treasurer’s Series Trust and Short-Term Investments Trust); Trustee and Executive Vice President, The AIM Family of Funds® (AIM Treasurer’s Series Trust and Short-Term Investments Trust only); and Manager, Invesco PowerShares Capital Management LLC. |
13
Table of Contents
Length of | ||||||
Name, Age, Address and Position(s) to be Held with the Fund* | Time Served** | Principal Occupation(s) During Past 5 Years | ||||
Formerly: Director, Chief Executive Officer and President, Invesco Aim Advisors, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc. (registered investment adviser) and Invesco Aim Private Asset Management Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The AIM Family of Funds® (AIM Treasurer’s Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc. | ||||||
John M. Zerr (47) Senior Vice President, Chief Legal Officer and Secretary | N/A | Director, Senior Vice President, Secretary and General Counsel, Invesco Aim Management Group, Inc.; Director, Senior Vice President and Secretary, Invesco Aim Distributors, Inc.; Director, Vice President and Secretary, Invesco Aim Investment Services, Inc. and INVESCO Distributors, Inc.; Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The AIM Family of Funds®; and Manager, Invesco PowerShares Capital Management LLC.; Senior Vice President, Invesco Advisers (Formerly Invesco Institutional, (N.A.), Inc. — registered investment adviser). |
14
Table of Contents
Length of | ||||||
Name, Age, Address and Position(s) to be Held with the Fund* | Time Served** | Principal Occupation(s) During Past 5 Years | ||||
Formerly: Director, Senior Vice President, Secretary and General Counsel, Invesco Aim Advisors, Inc. Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary and General Counsel, Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company). | ||||||
Lisa O. Brinkley (50) Vice President | N/A | Global Compliance Director, Invesco; Chief Compliance Officer, Invesco Aim Distributors, Inc. and Invesco Aim Investment Services, Inc.; and Vice President, The AIM Family of Funds®. | ||||
Formerly: Senior Vice President, Invesco Aim Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisors, Inc. and The AIM Family of Funds®; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Aim Distributors, Inc.; Vice President, Invesco Aim Investment Services, Inc. and Fund Management Company | ||||||
Kevin M. Carome (53) Vice President | N/A | General Counsel, Secretary and Senior Managing Director, Invesco; 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.; and Vice President, The AIM Family of Funds®; Director and Secretary, Invesco Advisers (Formerly Invesco Institutional, (N.A.), Inc. — registered investment adviser. |
15
Table of Contents
Length of | ||||||
Name, Age, Address and Position(s) to be Held with the Fund* | Time Served** | Principal Occupation(s) During Past 5 Years | ||||
Formerly: 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 Aim Management Group, Inc. and Invesco Aim Advisors, Inc.; Senior Vice President and Vice President, Invesco Aim Distributors, Inc.; Director, General Counsel and Vice President, Fund Management Company; Vice President, Invesco Aim Capital Management, Inc. and Invesco Aim Investment Services, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The AIM Family of Funds®; Director and Vice President, INVESCO Distributors, Inc.; and Chief Executive Officer and President, INVESCO Funds Group, Inc. | ||||||
Sheri Morris (45) Vice President, Treasurer and Principal Financial Officer | N/A | Vice President, Invesco Advisers (Formerly Invesco Institutional, (N.A.), Inc. — registered investment adviser); Vice President, Treasurer and Principal Financial Officer, The AIM Family of Funds®;. | ||||
Formerly: Assistant Vice President and Assistant Treasurer, The AIM Family of Funds®: Vice President, Assistant Vice President, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc. | ||||||
Karen Dunn Kelley (49) Vice President | N/A | Head of Invesco’s World Wide Fixed Income and Cash Management Group; Senior Vice President, Invesco Advisers (Formerly Invesco Institutional (N.A.), Inc. — registered investment adviser); Executive Vice President, Invesco Aim Distributors, Inc.; Senior Vice President, Invesco Aim Management Group, Inc.; and Director, Invesco Mortgage Capital Inc.; Vice President, The AIM Family of Funds® (other than AIM Treasurer’s Series Trust and Short-Term Investments Trust); and President and Principal Executive Officer, The AIM Family of Funds® (AIM Treasurer’s Series Trust and Short-Term Investments Trust only). |
16
Table of Contents
Length of | ||||||
Name, Age, Address and Position(s) to be Held with the Fund* | Time Served** | Principal Occupation(s) During Past 5 Years | ||||
Formerly: Vice President, Invesco Advisers (Formerly Invesco Institutional, (N.A.), Inc. — registered investment adviser); Director of Cash Management and Senior Vice President and Vice President, Invesco Aim Advisors, Inc. | ||||||
President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Director of Cash Management, Senior Vice President, Chief Cash Management Officer and Managing Director, Invesco Aim Capital Management, Inc.; Vice President The AIM Family of Funds® (AIM Treasurer’s Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust only). | ||||||
Lance A. Rejsek (42) Anti-Money Laundering Compliance Officer | N/A | Anti-Money Laundering Compliance Officer, Invesco Advisers, Invesco Aim Distributors, Inc., and Invesco Aim Investment Services, Inc. | ||||
Formerly: Anti-Money Laundering Compliance Officer, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc; and Fund Management Company | ||||||
Todd L. Spillane (51) Chief Compliance Officer | N/A | Senior Vice President, Invesco Aim Management Group, Inc.; Chief Compliance Officer, The AIM Family of Funds®, INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment adviser) and Invesco Senior Secured Management, Inc. (registered investment adviser); Chief Compliance Officer and Senior Vice President, Invesco Advisers (Formerly Invesco Institutional, (N.A.), Inc. -registered investment adviser) and Vice President, Invesco Aim Distributors, Inc. and Invesco Aim Investment Services, Inc. |
17
Table of Contents
Length of | ||||||
Name, Age, Address and Position(s) to be Held with the Fund* | Time Served** | Principal Occupation(s) During Past 5 Years | ||||
Formerly: Chief Compliance Officer, Invesco Global Asset Management (N.A.), Inc. — registered investment adviser), Invesco Advisers (Formerly Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Chief Compliance Officer, Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; and Invesco Aim Private Asset Management, Inc. Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company. |
* | The address of the proposed Officers of the Fund is 11 Greenway Plaza, Suite 100, Houston, Texas77046-1173 unless otherwise noted. | |
** | Each Officer will serve for a one-year term or until their successors are elected and qualified. |
Number of Meetings | ||||
Board of Directors | 8 | |||
Committee: | ||||
Audit Committee | 4 | |||
Governance Committee | 4 | |||
Compliance and Insurance Committee | 4 | |||
Investment Committee | 5 |
18
Table of Contents
19
Table of Contents
20
Table of Contents
APPROVAL OF NEW ADVISORY AGREEMENT (INCLUDING A MASTERSUB-ADVISORY AGREEMENT)
21
Table of Contents
22
Table of Contents
23
Table of Contents
24
Table of Contents
25
Table of Contents
26
Table of Contents
27
Table of Contents
28
Table of Contents
29
Table of Contents
30
Table of Contents
31
Table of Contents
Name | Title | |
G. Mark Armour | Co-Chairman, Co-President & Co-Chief Executive of Invesco Advisers | |
Philip A. Taylor | Co-Chairman, Co-President & Co-Chief Executive of Invesco Advisers | |
John M. Zerr | Senior Vice President, of Invesco Advisers | |
Kevin M. Carome | Secretary of Invesco Advisers | |
Karen Dunn Kelley | Senior Vice President of Invesco Advisers | |
Lance A. Rejsek | Anti-Money Laundering Compliance Officer of Invesco Advisers | |
Todd L. Spillane | Chief Compliance Officer and Senior Vice President of Invesco Advisers | |
David A. Hartley | Treasurer and Chief Accounting Officer |
32
Table of Contents
33
Table of Contents
Name and Address of | Amount and Nature of | |||
Beneficial Owner | Beneficial Ownership | Percent of Class | ||
Bulldog Investors General Partnership 60 Heritage Drive Pleasantville, New York 10570 | 1,615,493 Shares with sole voting power and sole dispositive power | 13.86% | ||
Bulldog Investors, Phillip Goldstein and Andrew Dakos Park 80 West Plaza Two Saddlebrook, New Jersey 07663 | 750,348 Shares with sole voting power and 899,473 Shares with sole dispositive power | 7.69% |
34
Table of Contents
35
Table of Contents
36
Table of Contents
Appendix A-1
Table of Contents
Appendix A-2
Table of Contents
Appendix A-3
Table of Contents
Appendix A-4
Table of Contents
Appendix B-1
Table of Contents
Appendix B-2
Table of Contents
Appendix B-3
Table of Contents
Appendix B-4
Table of Contents
Appendix B-5
Table of Contents
Appendix B-6
Table of Contents
Appendix B-7
Table of Contents
[ ] | ||
Attest: | ||
By: | ||
Assistant Secretary | President | |
(SEAL) | Invesco Advisers, Inc. | |
Attest: | ||
By: | ||
Assistant Secretary | President | |
(SEAL) |
Appendix B-8
Table of Contents
FUNDS AND EFFECTIVE DATES
Name of Fund | Effective Date of Advisory Agreement | |||
Morgan Stanley High Yield Fund, Inc. (Maryland Corporation) |
Appendix B-9
Table of Contents
COMPENSATION TO THE ADVISER
Fund | Annual Rate | |
Morgan Stanley High Yield Fund, Inc. | 0.70% as a percentage of average weekly net assets |
Appendix B-10
Table of Contents
Appendix C-1
Table of Contents
Appendix C-2
Table of Contents
Appendix C-3
Table of Contents
Appendix C-4
Table of Contents
Appendix C-5
Table of Contents
Appendix C-6
Table of Contents
Appendix C-7
Table of Contents
Appendix C-8
Table of Contents
Appendix C-9
Table of Contents
Appendix C-10
Table of Contents
INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH | INVESCO ASSET MANAGEMENT LIMITED | |
Sub-Adviser | Sub-Adviser | |
By: | By: | |
Name: | Name: | |
Title: | Title: | |
INVESCO ASSET MANAGEMENT (JAPAN) LIMITED | INVESCO AUSTRALIA LIMITED | |
Sub-Adviser | Sub-Adviser | |
By: | By: | |
Name: | Name: | |
Title: | Title: | |
INVESCO HONG KONG LIMITED | INVESCO SENIOR SECURED MANAGEMENT, INC. | |
Sub-Adviser | Sub-Adviser | |
By: | By: | |
Name: | Name: | |
Title: | Title: | |
INVESCO TRIMARK, LTD. | ||
Sub-Adviser | ||
By: | ||
Name: | ||
Title: |
Appendix C-11
Table of Contents
Appendix C-12
Table of Contents
Appendix C-13
Table of Contents
AUDIT COMMITTEES OF
THE AIM FUNDS
(EFFECTIVE JUNE 27, 2007)
Appendix D-1
Table of Contents
Appendix D-2
Table of Contents
Appendix D-3
Table of Contents
Appendix D-4
Table of Contents
Appendix D-5
Table of Contents
Appendix D-6
Table of Contents
Appendix D-7
Table of Contents
GOVERNANCE COMMITTEES OF
THE AIM FUNDS
(AMENDED EFFECTIVE MARCH 21, 2007)
Appendix E-1
Table of Contents
Appendix E-2
Table of Contents
Appendix E-3
Table of Contents
Appendix E-4
Table of Contents
Appendix E-5
Table of Contents
OF MORGAN STANLEY HIGH YIELD FUND, INC.
TO BE HELD ON / /2010
1) | Read the Proxy Statement and have the voting instruction form below at hand. | |
2) | Go to website www.proxyvote.com. | |
3) | Follow the instructions provided on the website. |
1) | Read the Proxy Statement and have the voting instruction form below at hand. | |
2) | Call 1-800-454-8683. | |
3) | Follow the instructions. |
1) | Read the Proxy Statement. | |
2) | Check the appropriate boxes on the voting instruction form below. | |
3) | Sign and date the voting instruction form. | |
4) | Return the voting instruction form in the envelope provided. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | M16878-P84935 | |||
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on [ ], 2010. The following material is available at www.proxyvote.com. Proxy Statement | ||||||||||||||||||||||||||||||||
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | ||||||||||||||||||||||||||||||||
This proxy is solicited on behalf of the Board of Trustees. | For All | Withhold All | For All Except | |||||||||||||||||||||||||||||
1. | Election of 17 Trustees: | o | o | o | ||||||||||||||||||||||||||||
Nominees: | ||||||||||||||||||||||||||||||||
01) David C. Arch | 10) Carl Frishling | PLEASE “X” HERE ONLY IF YOU PLAN TO ATTEND THE MEETING AND VOTE THESE SHARES IN PERSON | o | |||||||||||||||||||||||||||||
02) Bob R. Baker | 11) Prema Mathai-Davis | |||||||||||||||||||||||||||||||
03) Frank S. Bayley | 12) Lewis F. Pennock | |||||||||||||||||||||||||||||||
04) James T. Bunch | 13) Larry Soll | |||||||||||||||||||||||||||||||
05) Bruce L. Crockett | 14) Hugo F. Sonnenschein | |||||||||||||||||||||||||||||||
06) Rod Dammeyer | 15) Raymond Stickel, Jr. | |||||||||||||||||||||||||||||||
07) Albert R. Dowden | 16) Philip A. Taylor | |||||||||||||||||||||||||||||||
08) Jack M. Fields | 17) Wayne W. Whalen | |||||||||||||||||||||||||||||||
09) Martin L. Flanagan | ||||||||||||||||||||||||||||||||
For | Against | |||||||||||||||||||||||||||||||
2. | To approve a new investment advisory agreement (including a master sub-advisory agreement). | o | o | |||||||||||||||||||||||||||||
For | Against | |||||||||||||||||||||||||||||||
3. | To consider and act upon any other business as may properly come before the Meeting or any adjournment thereof. | o | o | |||||||||||||||||||||||||||||
The Special Meeting of Shareholders of the above-mentioned Fund will be held on [ ], 2010 at the principal offices of the Fund, 522 Fifth Avenue, New York, New York 10036, to vote on the proposal set forth in the Notice of Special Meeting. | ||||||||||||||||||||||||||||||||
This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposal. | ||||||||||||||||||||||||||||||||
NOTE: Please sign exactly as your name appears on this voting instruction form. All joint owners should sign. When signing as executor, administrator, attorney, trustee or guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signer’s office. If a partner, sign in the partnership name. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. | ||||||||||||||||||||||||||||||||
Signature [PLEASE SIGN ON LINE] | Date | Signature [Joint Owners] | Date | |||||||||||||||||||||||||||||