Invesco Trust for Investment Grade New York Municipals

PRE 14A 1 h86665ppre14a.htm PRE 14A pre14a PAGEBREAK

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant þ Filed by a Party other than the Registrant o

Check the appropriate box:

þ	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 Sec. 240.14a-11(c) or Sec. 240.14a-12

Invesco Van Kampen Trust for Investment Grade New York Municipals Invesco New York Quality Municipal Securities

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 proxy 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:

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Invesco Van Kampen Trust for Investment Grade New York Municipals Invesco New York Quality Municipal Securities

1555 Peachtree Street, N.E. Atlanta, GA 30309 (800) 341-2929

NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS To Be Held on July 17, 2012

Notice is hereby given to holders of preferred shares of beneficial interest designated as Variable Rate Muni Term Preferred Shares (VMTP Shares) of Invesco New York Quality Municipal Securities (the Target Fund or IQN) and Invesco Van Kampen Trust for Investment Grade New York Municipals (the Acquiring Fund or VTN) that the Funds will hold a joint annual meeting of shareholders (the Meeting) on July 17, 2012, at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309. The Meeting will begin at 1:00 p.m. Eastern time for the Target Fund and at 2:00 p.m. Eastern time for the Acquiring Fund. The Target Fund and the Acquiring Fund collectively are referred to as the Funds and each is referred to individually as a Fund. At the Meeting, holders of VMTP Shares (VMTP Shareholders) will be asked to vote on the following proposals:

| 1) | For each Fund, approval of an Agreement and Plan of Redomestication that provides for
the reorganization of such Fund as a Delaware statutory trust. |
| --- | --- |
| 2) | Approval of the merger of the Target Fund into the Acquiring Fund, which shall require
the following shareholder actions: |

| (a) | For the Target Fund, approval of an Agreement and Plan of Merger that provides for the
Target Fund to merge with and into the Acquiring Fund. |
| --- | --- |
| (b) | For the Acquiring Fund, approval of an Agreement and Plan of Merger that provides for
the Target Fund to merge with and into the Acquiring Fund. |

| 3) | For the Target Fund, the election of six Trustees to its Board of Trustees by the
holders of VMTP Shares and Common Shares voting together as a single class. |
| --- | --- |
| 4) | For the Acquiring Fund, the election of Trustees to its Board of Trustees, as follows: |

(a) The election of one Trustee to its Board of Trustees by the holders of VMTP Shares and Common Shares voting together as a single class.

(b) The election of one Trustee to its Board of Trustees solely by the holders of VMTP Shares.

Each Fund may also transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

VMTP Shareholders of record as of the close of business on May 25, 2012, are entitled to notice of, and to vote at, the Meeting or any adjournment or postponement thereof. Holders of the Funds common shares of beneficial interest, whose voting instructions are being separately solicited, will also vote on certain matters at the Meeting.

The Board of Trustees of each Fund requests that you vote your shares by either (i) completing the enclosed proxy card and returning it in the enclosed postage paid return envelope, or (ii) voting by telephone or via the internet using the instructions on the proxy card. Please vote your shares promptly regardless of the number of shares you own.

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The Target Funds governing documents provide that shareholders do not have dissenters appraisal rights, and the Target Fund does not believe that its shareholders are entitled to appraisal rights in connection with its merger.

Each Funds Board unanimously recommends that you cast your vote FOR the above proposals and FOR ALL the Trustee nominees as described in the Joint Proxy Statement.

For the Target Fund:

Mr. Philip Taylor

President and Principal Executive Officer

June [ ], 2012

For the Acquiring Fund: by order of the Board of Trustees:

John M. Zerr Senior Vice President, Secretary and Chief Legal Officer

June [ ], 2012

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JULY 17, 2012:

The proxy statement and annual report to shareholders are available at www.invesco.com/us.

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Invesco Van Kampen Trust for Investment Grade New York Municipals Invesco New York Quality Municipal Securities

1555 Peachtree Street, N.E. Atlanta, GA 30309 (800) 341-2929

JOINT PROXY STATEMENT June [ ], 2012 Introduction

This Joint Proxy Statement (the Proxy Statement) contains information that holders of preferred shares of beneficial interest designated as Variable Rate Muni Term Preferred Shares (VMTP Shares) of Invesco New York Quality Municipal Securities (the Target Fund or IQN) and Invesco Van Kampen Trust for Investment Grade New York Municipals (the Acquiring Fund or VTN) should know before voting on the proposals that are described herein. The Target Fund and the Acquiring Fund collectively are referred to as the Funds and each is referred to individually as a Fund.

A joint annual meeting of the shareholders of the Funds (the Meeting) will be held on July 17, 2012 at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309. The Meeting will begin at 1:00 p.m. Eastern time for the Target Fund and at 2:00 p.m. Eastern time for the Acquiring Fund. The following describes the proposals to be voted on by holders of VMTP Shares (VMTP Shareholders) at the Meeting:

(a) For the Target Fund, approval of an Agreement and Plan of Merger that provides for the Target Fund to merge with and into the Acquiring Fund.

(b) For the Acquiring Fund, approval of an Agreement and Plan of Merger that provides for the Target Fund to merge with and into the Acquiring Fund.

(a) The election of one Trustee to its Board of Trustees by the holders of VMTP Shares and Common Shares voting together as a single class.

(b) The election of one Trustee to its Board of Trustees solely by the holders of VMTP Shares.

Each Fund may also transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The redomestications contemplated by Proposal 1 are referred to herein each individually as a Redomestication and together as the Redomestications. The merger contemplated by Proposal 2 is referred to herein as the Merger.

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The Boards of Trustees of the Funds (the Boards) have fixed the close of business on May 25, 2012, as the record date (Record Date) for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Shareholders will be entitled to one vote for each share held (and a proportionate fractional vote for each fractional share). Holders of the common shares of beneficial interest (Common Shares) of the Funds, whose voting instructions are being separately solicited, will also vote on certain matters at the Meeting.

This Proxy Statement, the enclosed Notice of Joint Annual Meeting of Shareholders, and the enclosed proxy card will be mailed on or about June [30], 2012, to all VMTP Shareholders eligible to vote at the Meeting. Each Fund is a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act). The Common Shares of each Fund are listed on the New York Stock Exchange and the Common Shares of the Acquiring Fund are also listed on the Chicago Stock Exchange (together with the New York Stock Exchange, the Exchanges).

The Meeting is scheduled as a joint meeting of the shareholders of the Funds and certain affiliated funds, whose votes on proposals applicable to such funds are being solicited separately, because the shareholders of the funds are expected to consider and vote on similar matters.

A joint Proxy Statement is being used in order to reduce the preparation, printing, handling and postage expenses that would result from the use of separate proxy materials for each Fund. You should retain this Proxy Statement for future reference, as it sets forth concisely information about the Funds that you should know before voting on the proposals. Additional information about each Fund is available in the annual and semi-annual reports to shareholders of such Fund. Each Funds most recent annual report to shareholders, which contains audited financial statements for the Funds most recently completed fiscal year, and each Funds most recent semi-annual report to shareholders, have been previously mailed to shareholders and are available on the Funds website at www.invesco.com/us. These documents are on file with the U.S. Securities and Exchange Commission (the SEC). Copies of all of these documents are also available upon request without charge by writing to the Funds at 11 Greenway Plaza, Suite 1000, Houston, Texas 77046, or by calling (800) 341-2929.

You also may view or obtain these documents from the SECs Public Reference Room, which is located at 100 F Street, N.E., Washington, D.C. 20549, or from the SECs website at www.sec.gov. Information on the operation of the SECs Public Reference Room may be obtained by calling the SEC at (202) 551-8090. You can also request copies of these materials, upon payment at the prescribed rates of the duplicating fee, by electronic request to the SECs e-mail address ([email protected]) or by writing to the Public Reference Branch, Office of Consumer Affairs and Information Services, U.S. Securities and Exchange Commission, Washington, D.C. 20549-1520. You may also inspect reports, proxy material and other information concerning each of the Funds at the Exchanges.

The VMTP Shares have not been registered under the Securities Act of 1933, as amended (the Securities Act) or any state securities laws and, unless so registered, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, VMTP Shares to be issued in the Merger are not offered for sale hereby, and may not be transferred or resold except in compliance with the Securities Act. No person has been authorized to give any information or make any representations not contained herein and, if so given or made, such information or representation must not be relied upon as having been authorized.

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TABLE OF CONTENTS

PROPOSAL 1: APPROVAL OF REDOMESTICATION	1
On what am I being asked to vote?	1
Has my Funds Board of Trustees
approved the Redomestication?	1
Will VMTP Shares issued in connection with
the Redomestications be the same as my
current VMTP Shares?	1
What are the reasons for the proposed
Redomestications?	2
What effect will a Redomestication have on
me as a shareholder?	2
How do the laws governing each Fund pre-
and post-Redomestication compare?	3
How do the governing documents of each
Fund pre- and post-Redomestication compare?	3
Will there be any tax consequences resulting
from a Redomestication?	4
What is the Tax Treatment of the VMTP Shares of the DE Fund?	5
When are the Redomestications expected to occur?	5
What will happen if shareholders of a Fund do not approve Proposal 1?	5
PROPOSAL 2: APPROVAL OF THE MERGER	5
On what am I being asked to vote?	5
Has my Funds Board of Trustees approved the Merger?	6
What are the reasons for the proposed Merger?	6
What effect will the Merger have on me as a VMTP shareholder?	7
How do the Funds investment objectives and principal investment strategies compare?	8
How do the Funds principal risks compare?	8
How do the Funds expenses compare?	8
How do the management, investment adviser and other service providers of the Funds compare?	9
Does the Acquiring Fund have the same portfolio managers as the Target Fund?	10
How do the distribution policies of the Funds compare?	10
Will there be any tax consequences resulting from the Merger?	11
When is the Merger expected to occur?	11
What will happen if shareholders of a Fund do not approve the Merger?	11
Where can I find more information about the Funds and the Merger?	11
ADDITIONAL INFORMATION ABOUT THE FUNDS AND THE MERGER	11
Principal Investment Strategies	11
Principal Risks of an Investment in the Funds	16
Portfolio Managers	24
Trading of VMTP Shares	25
Capital Structures of the Funds	25
Description of Securities to be Issued	25
Pending Litigation	28
Portfolio Turnover	29
Terms and Conditions of the Merger	29
Additional Information About the Funds	30
Federal Income Tax Matters Associated with Investment in the Funds	30
State Income Tax Matters Associated with Investment in the Funds	33
Board Considerations in Approving the Merger	34
Federal Income Tax Considerations of the Merger	36
Tax Treatment of the VMTP Shares of the Acquiring Fund	38
Where to Find More Information	38
PROPOSAL 3: ELECTION OF TRUSTEES BY THE TARGET FUND	38
PROPOSAL 4: ELECTION OF TRUSTEES BY THE ACQUIRING FUND	42
VOTING INFORMATION	45

/TOC

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How to Vote Your Shares	45
Why are you sending me the Proxy Statement?	45
About the Proxy Statement and the Meeting	45
Quorum Requirement and Adjournment	46
Votes Necessary to Approve the Proposals	47
Proxy Solicitation	47
OTHER MATTERS	48
Share Ownership by Large Shareholders, Management and Trustees	48
Annual Meetings of the Funds	48
Shareholder Proposals	48
Shareholder Communications	48
Section 16(a) Beneficial Ownership Reporting Compliance	48
Other Meeting Matters	49
WHERE TO FIND ADDITIONAL INFORMATION	49

Exhibits

Exhibit A Form of Agreement and Plan of Redomestication	A-1
Exhibit B Comparison of Governing Documents	B-1
Exhibit C Comparison of State Laws	C-1
Exhibit D Form of Agreement and Plan of Merger	D-1
Exhibit E Executive Officers of the Funds	E-1
Exhibit F Information Regarding the Target Fund Trustees	F-1
Exhibit G Target Fund Board Leadership Structure, Role in Risk Oversight and
Committees and Meetings	G-1
Exhibit H Remuneration of Target Fund Trustees	H-1
Exhibit I Information on the Funds Independent Registered Public Accounting Firm	I-1
Exhibit J Information Regarding the Acquiring Fund Trustees	J-1
Exhibit K Acquiring Fund Board Leadership Structure, Role in Risk Oversight and Committees and Meetings	K-1
Exhibit L Remuneration of Acquiring Fund Trustees	L-1
Exhibit M Outstanding Shares of the Funds	M-1
Exhibit N Ownership of the Funds	N-1
Exhibit O Statement of Preferences of the VMTP Shares of the Acquiring Fund	O-1

No dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained in this Proxy Statement or related solicitation materials on file with the Securities and Exchange Commission, and you should not rely on such other information or representations.

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PROPOSAL 1: APPROVAL OF REDOMESTICATION

On what am I being asked to vote?

Each Funds shareholders are being asked to approve an Agreement and Plan of Redomestication (a Plan of Redomestication) providing for the reorganization of the Fund as a Delaware statutory trust (referred to herein as a DE Fund). Each Fund is currently a Massachusetts business trust. Each Funds Plan of Redomestication provides for the Fund to transfer all of its assets and liabilities to a newly formed Delaware statutory trust whose capital structure will be substantially the same as the Funds current structure, after which Fund shareholders will own shares of the Delaware statutory trust and the Massachusetts business trust will be liquidated and terminated. The Redomestication is only a change to your Funds legal form of organization and there will be no change to the Funds investments, management, fee levels, or federal income tax status as a result of the Redomestication.

Each Funds Redomestication may proceed even if other Redomestications are not approved by shareholders or are for any other reason not completed. A form of the Plan of Redomestication is available in Exhibit A.

By voting for this Proposal 1, you will be voting to become a shareholder of a fund organized as a Delaware statutory trust with portfolio characteristics, investment objective(s), strategies, risks, trustees, advisory agreements, subadvisory arrangements and other arrangements that are substantially the same as those currently in place for your Fund.

Has my Funds Board of Trustees approved the Redomestication?

Yes. Each Funds Board has reviewed and unanimously approved the Plan of Redomestication and this Proposal 1. The Board of each Fund unanimously recommends that shareholders vote FOR Proposal 1.

Will VMTP Shares issued in connection with the Redomestications be the same as my current VMTP Shares?

Yes. In connection with each Redomestication, the applicable DE Fund will issue VMTP Shares with terms that are substantially identical to the terms of the Funds currently outstanding VMTP Shares. Important information regarding the VMTP Shares to be issued in connection with the Redomestication is set forth below.

| (1) | It is a condition of closing of each Redomestication that the Fund will have
satisfied all of its obligations set forth in certain documents related to the VMTP
Shares immediately prior to the Redomestication and that the DE Fund will satisfy all
of the obligations of the corresponding documents related to the VMTP Shares to be
issued by the DE Fund immediately after the Redomestication. |
| --- | --- |
| (2) | The terms of the Declaration of Trust of a DE Fund are identical to those terms
agreed upon by the initial purchaser of VMTP Shares of the Fund. |
| (3) | The terms of the bylaws of a DE Fund are identical to those terms agreed upon
by the initial purchaser of VMTP Shares of the Fund. |
| (4) | The terms of the VMTP Shares issued by a DE Fund, as set forth in the Statement
of Preferences of VMTP Shares of the DE Fund, are identical to those terms agreed upon
by the initial purchaser of VMTP Shares of the Fund. |
| (5) | In the Redomestication, VMTP Shareholders of a Fund will receive VMTP Shares of
the DE Fund and no VMTP Shares of the DE Fund will be issued to persons who are not
holders of VMTP Shares of the Fund. |
| (6) | It is a condition of closing of each Redomestication that upon closing of such
Redomestication the VMTP Shares of the DE Fund be rated at least AA-/Aa3 by each rating
agency that is rating, at the request of the DE Fund, such VMTP Shares. |
| (7) | The Redomestications are scheduled to occur on or prior to December 31, 2012. |

A form of the Statement of Preferences of VMTP Shares of the Acquiring Fund is attached hereto as Exhibit O. The Statement of Preferences of VMTP Shares of the DE Fund for each Target Fund will be identical in

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all material respects. The description of VMTP Shares of the DE Funds included herein is subject to and qualified in its entirety by reference to the more detailed description of the VMTP Shares set forth in such form of Statement of Preferences.

What are the reasons for the proposed Redomestications?

The Redomestications will serve to standardize the governing documents and certain agreements of the Funds with each other and with other funds managed by Invesco Advisers, Inc. (the Adviser). This standardization is expected to streamline the administration of the Funds, which may result in cost savings and more effective administration by eliminating differences in governing documents or controlling law. In addition, the legal requirements governing business trusts under Massachusetts law are less certain and less developed than those under Delaware law, which sometimes necessitates the Funds bearing the cost to engage counsel to advise on the interpretation of such law.

The Redomestications are also a necessary step for the completion of the Merger described in Proposal 2 because, as Delaware statutory trusts, the Funds may merge with no delay in transactions that are expected to qualify as tax-free reorganizations. However, the Redomestications may proceed even if the Merger described in Proposal 2 is not approved.

What effect will a Redomestication have on me as a shareholder?

A Redomestication will have no direct economic effect on Fund shareholders investments, other than the cost savings described herein. Each redomesticated Fund will have investment advisory agreements, subadvisory arrangements, administration agreements, custodian agreements, transfer agency agreements, and other service provider arrangements that are identical in all material respects to those in place immediately before the Redomestication, with certain non-substantive revisions to standardize such agreements across the Funds. For example, after the Redomestications, the investment advisory agreements of the Funds will contain standardized language describing how investment advisory fees are calculated, but there will be no change to the actual calculation methodology. Each Fund will continue to be served by the same individuals as trustees and officers, and each Fund will continue to retain the same independent registered public accounting firm. The portfolio characteristics, investment objective(s), strategies and risks of each Fund will not change as a result of the Redomestications. Each Funds new governing documents will be similar to its current governing documents, but will contain certain material differences. These changes are intended to benefit shareholders by streamlining and promoting the efficient administration and operation of the Funds. However, as a result of these changes, shareholders will have fewer rights to vote on certain matters affecting the Fund and, therefore, less control over the operations of the Fund. These changes to shareholder voting rights, and the benefits that management believes will result from these changes, are described below.

Each Fund will distribute to VMTP Shareholders all accrued but unpaid dividends on the VMTP Shares through the closing date for its Redomestication. Dividends will begin accruing on the VMTP Shares issued by the DE Fund as of the closing date for the Redomestication at the same rate that was in effect immediately prior to the Redomestication. Agreements of each Fund related to the VMTP Shares, including the purchase agreement, the redemption and paying agent agreement and the registration rights agreement, will be assigned to the corresponding DE Fund.

In addition, each Funds capital structure will be substantially the same as its current capital structure. The Common Shares of each Fund will continue to have equal rights to the payment of dividends and the distribution of assets upon liquidation, and each Fund may not declare distributions on Common Shares unless all accrued dividends on the Funds preferred have been paid, and unless asset coverage with respect to the Funds preferred shares would be at least 200% after giving effect to the distributions. In addition, under the terms of each Funds VMTP Shares, the Fund will continue to be required to maintain minimum asset coverage of 225%.

Shareholder approval of a Redomestication will be deemed to constitute approval of the advisory and subadvisory agreements, as well as a vote for the election of the trustees, of the Delaware statutory trust. Accordingly, each Plan of Redomestication provides that the sole initial shareholder of each Delaware statutory trust will vote to approve the advisory and subadvisory agreements (which, as noted above, will be identical in all material respects to the Funds current agreements) and to elect the trustees of the Delaware statutory trust (which, as noted above, will be the same as the Funds current Trustees) after shareholder approval of the Redomestication but prior to the closing of the Redomestication.

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How do the laws governing each Fund pre- and post-Redomestication compare?

After the Redomestications, each Fund will be a Delaware statutory trust governed by the Delaware Statutory Trust Act (DE Statute). The DE Statute is similar in many respects to the laws governing the Funds current structure, a Massachusetts business trust, but they differ in certain respects. Both the Massachusetts business trust law (MA Statute) and the DE Statute permit a trusts governing instrument to contain provisions relating to shareholder rights and removal of trustees, and provide trusts with the ability to amend or restate the trusts governing instruments. However, the MA Statute is silent on many of the salient features of a Massachusetts business trust whereas the DE Statute provides guidance and offers a significant amount of operational flexibility to Delaware statutory trusts. The DE Statute provides explicitly that the shareholders and trustees of a Delaware statutory trust are not liable for obligations of the trust to the same extent as under corporate law. While the governing documents of each Fund contain an express disclaimer of liability of shareholders, certain Massachusetts judicial decisions have determined that shareholders of a Massachusetts business trust may, in certain circumstances, be assessed or held personally liable as partners for the obligations of a Massachusetts business trust. Therefore, the Funds believe that shareholders will benefit from the express statutory protections of the DE Statute. The DE Statute authorizes the trustees to take various actions without requiring shareholder approval if permitted by a Funds governing instruments. For example, trustees of a Delaware statutory trust may have the power to amend the trusts governing instrument, merge or consolidate a Fund with another entity, and to change the Delaware statutory trusts domicile, in each case without a shareholder vote. The Funds believe that the guidance and flexibility afforded by the DE Statute and the explicit limitation on liability contained in the DE Statute will benefit the Funds and shareholders. A more detailed comparison of certain provisions of the DE Statute and the MA Statute is included in Exhibit C.

How do the governing documents of each Fund pre- and post-Redomestication compare?

The governing documents of each Fund before and after its Redomestication will be similar, but will contain certain material differences. In general, these changes to a Funds new governing documents are intended to benefit shareholders by streamlining the administration and operation of each Fund to save shareholders money and by making it more difficult for short-term speculative investors to engage in practices that benefit such short-term investors at the expense of the Fund and to the detriment of its long-term investors. For example, the new governing documents permit termination of a Fund without shareholder approval, provided that at least 75% of the Trustees have approved such termination, thereby avoiding the expense of a shareholder meeting in connection with a termination of a Fund, which expense would reduce the amount of assets available for distribution to shareholders. The current governing documents require shareholder approval to terminate a Fund regardless of whether the Trustees have approved such termination. Also, the Target Funds new bylaws may be altered, amended, or repealed by the Trustees, without the vote or approval of shareholders. The Target Funds current bylaws may be altered, amended, or repealed by the Trustees, provided that bylaws adopted by the shareholders may only be altered, amended, or repealed by the shareholders. None of the Funds currently have any bylaws that were adopted by shareholders. As a result of these changes, shareholders will generally have fewer rights to vote on certain matters affecting the Fund and, therefore, less control over the operations of the Fund.

The new governing documents include new procedures intended to provide the Board the opportunity to better evaluate proposals submitted by shareholders and provide additional information to shareholders for their consideration in connection with such proposals. For example, the new governing documents require shareholders to provide additional information with respect to shareholder proposals, including nominations, brought before a meeting of shareholders. These additional procedures include, among others, deadlines for providing advance notice of shareholder proposals, certain required information that must be included with such advance notice and a requirement that the proposing shareholder appears before the annual or special meeting of shareholders to present about the nomination or proposed business. Trustees of the Funds will be elected by a majority vote (i.e., nominees must receive the vote of a majority of the outstanding shares present and entitled to vote at a shareholder meeting at which a quorum is present), while under the current governing documents, Trustees of the Acquiring Fund are generally elected by a plurality vote (i.e., the nominees receiving the greatest number of votes are elected). The new governing documents will not provide shareholders the ability to remove Trustees or to call special meetings of shareholders, which powers are provided under the current governing documents.

The new governing documents contain provisions the Trustees believe will benefit shareholders by deterring frivolous lawsuits and actions by short-term, speculative investors that are contrary to the long-term best

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interests of the Fund and long-term shareholders and limiting the extent to which Fund assets will be expended defending against such lawsuits. These provisions include a different shareholder voting standard with respect to a Funds merger, consolidation, or conversion to an open-end company that, in certain circumstances, may be a lower voting standard than under the current governing documents. The new governing documents also impose certain obligations on shareholders seeking to initiate a derivative action on behalf of a Fund that are not imposed under the current governing documents, which may make it more difficult for shareholders to initiate derivative actions and are intended to save the Fund money by requiring reimbursement of the Fund for frivolous lawsuits brought by shareholders. To further protect a Fund and its shareholders from frivolous lawsuits, the new governing documents also provide that shareholders will indemnify the Fund for all costs, expenses, penalties, fines or other amounts arising from any action against the Fund to the extent that the shareholder is not the prevailing party and that the Fund is permitted to redeem shares of and/or set off against any distributions due to the shareholder for such amounts.

A comparison of the current and proposed governing documents of the Funds is available in Exhibit B and a form of the Statement of Preferences of the VMTP Shares of the Acquiring Fund is available in Exhibit O.

Will there be any tax consequences resulting from a Redomestication?

The following is a general summary of the material U.S. federal income tax considerations of the Redomestications and is based upon the current provisions of the Internal Revenue Code of 1986, as amended (the Code), the existing U.S. Treasury Regulations thereunder, current administrative rulings of the Internal Revenue Service (IRS) and published judicial decisions, all of which are subject to change. These considerations are general in nature and individual shareholders should consult their own tax advisors as to the federal, state, local, and foreign tax considerations applicable to them and their individual circumstances. These same considerations generally do not apply to shareholders who hold their shares in a tax-deferred account.

Each Redomestication is intended to be a tax-free reorganization pursuant to Section 368(a) of the Code. Each Fund is currently a Massachusetts business trust. Each Redomestication will be completed pursuant to a Plan of Redomestication that provides for the applicable Fund to transfer all of its assets and liabilities to a newly formed Delaware statutory trust (DE-Fund), after which Fund shareholders will own shares of the Delaware statutory trust and the Massachusetts business trust will be liquidated. Even though the Redomestication of a Fund is part of an overall plan to effect the Merger of the Target Fund with the Acquiring Fund, the Redomestications will be treated as separate transactions for U.S. federal income tax purposes. The principal federal income tax considerations that are expected to result from the Redomestication of an applicable Fund are as follows:

| | no gain or loss will be recognized by the Fund or the shareholders of the Fund
as a result of the Redomestication; |
| --- | --- |
| | no gain or loss will be recognized by the DE-Fund as a result of the
Redomestication; |
| | the aggregate tax basis of the shares of the DE-Fund to be received by a
shareholder of the Fund will be the same as the shareholders aggregate tax basis
of the shares of the Fund; and |
| | the holding period of the shares of the DE-Fund received by a shareholder of the
Fund will include the period that a shareholder held the shares of the Fund
(provided that such shares of the Fund are capital assets in the hands of such
shareholder as of the Closing (as defined herein)). |

Neither the Funds nor the DE-Funds have requested or will request an advance ruling from the IRS as to the federal tax consequences of the Redomestications. As a condition to Closing, Stradley Ronon Stevens & Young, LLP will render a favorable opinion to each Fund and DE-Fund as to the foregoing federal income tax consequences of each Redomestication, which opinion will be conditioned upon, among other things, the accuracy, as of the Closing Date (as defined herein), of certain representations of each Fund and DE-Fund upon which Stradley Ronon Stevens & Young, LLP will rely in rendering its opinion. A copy of the opinion will be filed with the SEC and will be available for public inspection. See Where to Find Additional Information. Opinions of counsel are not binding upon the IRS or the courts. If a Redomestication is consummated but the IRS or the courts determine that the Redomestication does not qualify as a tax-free reorganization under the Code, and thus is taxable, each Fund would recognize gain or loss on the transfer of its assets to its corresponding DE-Fund and each shareholder of the Fund would recognize a taxable gain or loss equal to the difference between its tax basis in its

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Fund shares and the fair market value of the shares of the DE-Fund it receives. The failure of one Redomestication to qualify as a tax-free reorganization would not adversely affect any other Redomestication.

What is the Tax Treatment of the VMTP Shares of the DE Fund?

Each Fund expects that the VMTP Shares issued by the DE Fund in connection with its Redomestication will be treated as equity of the DE Fund for U.S. federal income tax purposes. Each Fund has received a private letter ruling from the IRS to the effect that VMTP Shares issued by it prior to its Redomestication will be treated as equity of such Fund for U.S. federal income tax purposes. Skadden, Arps, Slate, Meagher & Flom LLP (Special VMTP Federal Income Tax Counsel) is of the opinion that, and as a condition to the closing of the redomestications will deliver to the Funds an opinion that, the VMTP Shares issued by the DE Fund in connection with a Redomestication will be treated as equity of the DE Fund for U.S. federal income tax purposes. An opinion of counsel is not binding on the IRS or any court. Thus, no assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to Special VMTP Federal Income Tax Counsels opinion.

The discussion herein assumes that the VMTP Shares issued by the DE Fund in connection with the Redomestications will be treated as equity of the DE Fund for U.S. federal income tax purposes.

When are the Redomestications expected to occur?

If shareholders of a Fund approve Proposal 1, it is anticipated that such Funds Redomestication will occur in the third quarter of 2012.

What will happen if shareholders of a Fund do not approve Proposal 1?

If Proposal 1 is not approved by a Funds shareholders or if a Redomestication is for other reasons not able to be completed, that Fund would not be redomesticated. In addition, the Fund would not participate in the Merger, even if that Funds shareholders approve the Merger under Proposal 2. If Acquiring Fund Shareholders do not approve Proposal 1 or if the Acquiring Funds Redomestication is for any other reason not completed, the Merger will not be completed. If Proposal 1 is not approved by shareholders, the applicable Funds Board will consider other possible courses of action for that Fund.

THE BOARDS UNANIMOUSLY RECOMMEND THAT YOU VOTE  FOR  THE APPROVAL OF PROPOSAL 1.

PROPOSAL 2: APPROVAL OF THE MERGER

On what am I being asked to vote?

Shareholders of the Target Fund are being asked to consider and approve the Merger of the Target Fund with and into the Acquiring Fund, as summarized below. Shareholders of the Acquiring Fund are also being asked to consider and approve the Merger, which involves the issuance of new Common Shares and VMTP Shares by the Acquiring Fund. If the Merger is approved, VMTP Shares of the Target Fund will be exchanged on a one-for-one basis for newly issued Acquiring Fund VMTP Shares with substantially identical terms, including equal aggregate liquidation preferences; and Common Shares of the Target Fund will be exchanged for newly issued Acquiring Fund Common Shares of equal aggregate net asset value. VMTP Shareholders are not expected to bear any costs of the Mergers.

The Merger will be completed pursuant to an Agreement and Plan of Merger (Merger Agreement) that provides for the Target Fund to merge with and into the Acquiring Fund pursuant to the Delaware Statutory Trust Act. A form of the Merger Agreement is attached hereto as Exhibit D. The Merger can proceed only if both the Target Fund and the Acquiring Fund have also approved their respective Redomestications.

SUMMARY OF KEY INFORMATION REGARDING THE MERGER

The following is a summary of certain information contained elsewhere in this Proxy Statement and in the Merger Agreement. Shareholders should read the entire Proxy Statement carefully for more complete information.

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Has my Funds Board of Trustees approved the Merger?

Yes. Each Funds Board has reviewed and unanimously approved the Merger Agreement and this Proposal 2. Each Funds Board determined that the Merger is in the best interest of each Fund and will not dilute the interests of the existing shareholders of any Fund. Each Funds Board recommends that shareholders vote FOR Proposal 2.

Will VMTP Shares issued in connection with the Merger be the same as my current VMTP Shares?

Yes. In connection with the Merger, the Acquiring Fund will issue VMTP Shares in exchange for Target Fund VMTP Shares. The terms of the Acquiring Fund VMTP Shares will be substantially identical to the terms of the Target Funds VMTP Shares outstanding immediately prior to the closing of the Merger. Important information regarding the Acquiring Fund VMTP Shares to be issued in connection with the Merger is set forth below.

(1) It is a condition of closing of the Merger that the Target Fund and the Acquiring Fund will have satisfied all of its obligations set forth in certain documents related to its respective VMTP Shares immediately prior to the Merger and that the Acquiring Fund will satisfy all of the obligations of such documents related to the VMTP Shares immediately after giving effect to the Merger.

(2) The terms of the Declaration of Trust of the Acquiring Fund (after giving effect to the Merger) are identical to those terms agreed upon by the initial purchaser of VMTP Shares of the Fund.

(3) The terms of the bylaws of the Acquiring Fund (after giving effect to the Merger) are identical to those terms agreed upon by the initial purchaser of VMTP Shares of the Fund.

(4) The terms of the VMTP Shares issued by the Acquiring Fund, as set forth in the Statement of Preferences of VMTP Shares of the DE Fund, are identical to those terms agreed upon by the initial purchaser of VMTP Shares of the Fund.

(5) In the Merger, VMTP Shares of the Target Fund will be exchanged for VMTP Shares of the Acquiring Fund and after giving effect to the Merger, all VMTP Shares of the Acquiring Fund will be held by the current holders of the VMTP Shares of the Target Fund and the Acquiring Fund.

(6) It is a condition of closing of the Merger that upon the closing of such Merger the VMTP Shares of the Acquiring Fund be rated at least AA-/Aa3 by each rating agency that is rating, at the request of the Acquiring Fund, such VMTP Shares.

(7) The Merger is scheduled to occur on or prior to December 31, 2012.

A form of the Statement of Preferences of VMTP Shares of the Acquiring Fund (after giving effect to its Redomestications) is attached hereto as Exhibit O. The description of VMTP Shares of the Acquiring Fund included herein is subject to and qualified in its entirety by reference to the more detailed description of the VMTP Shares set forth in such form of Statement of Preferences.

What are the reasons for the proposed Merger?

The Merger proposed in this Proxy Statement is part of a larger group of transactions across the Advisers fund platform that began in early 2011. The Merger is being proposed to reduce the number of closed-end funds with similar investment processes and investment philosophies managed by the Adviser. The Merger seeks to combine Funds with investment objectives, strategies and related risks that are similar and that are managed by the same portfolio management team.

VMTP Shareholders are expected to benefit from the larger size of the combined fund due to a larger funds ability to invest in a larger pool of securities.

In considering the Merger and the Merger Agreement, the Board of each Fund considered that the Common Shareholders of each Fund may benefit from the Merger by becoming shareholders of a larger fund that may have a

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more diversified investment portfolio, greater market liquidity, more analyst coverage, smaller spreads and trading discounts, improved purchasing power and lower transaction costs.

The Board of the Acquiring Fund also considered that, in addition to the benefits mentioned above, the combined fund is anticipated to have a management fee and total expense ratio approximately the same as the Acquiring Fund and a pro forma distribution yield approximately 0.25% higher (when calculated either on a net asset value or market value basis) than the Acquiring Fund.

The Board of the Target Fund also considered that, in addition to the benefits mentioned above:

the combined fund on a pro forma basis had a more than 1.90% higher Common Share distribution yield (as a percentage of net asset value) than the Target Fund, even after giving effect to the higher management fees and total expense ratio that will apply to the combined fund before and after the expiration of fee waivers, as well as the higher leverage ratio anticipated to be used by the combined fund;

as of July 31, 2011, the Acquiring Funds Common Shares had traded at an average premium of 1.51% to its net asset value over the preceding 52 week period and, over the same period, the Target Funds Common Shares had traded at an average discount of -7.21%;

as of July 31, 2011, the Acquiring Funds Common Shares traded at an average discount of -2.4% to its net asset value for the preceding month and, over the same period, the Target Funds Common Shares had traded at an average discount of -8.4%;

the average daily trading volume for the Acquiring Funds Common Shares was more than three times the average daily trading volume of the Target Funds Common Shares; and

as of July 31, 2011, the Acquiring Fund owned 152 different municipal bonds and the Target Fund owned 119, which means that the combined fund would provide shareholders with a more diverse investment portfolio.

In addition, each Board considered the Advisers agreement to limit the Acquiring Funds total expenses if the Merger is completed through at least two years from the closing date of the Merger and the allocation of expenses of the Merger, including the Adviser paying all of the Merger costs.

Common Shareholders may benefit from the Merger by becoming shareholders of a larger Fund that may have a more diversified portfolio, greater market liquidity, more analyst coverage, and smaller spreads and trading discounts, although there is no guarantee that this will occur.

The Board of each Fund considered these and other factors in concluding that the Merger would be in the best interest of the Funds and would not dilute the interests of the existing shareholders of any Fund. The Boards considerations are described in more detail below in the section entitled Additional Information About the Funds and the Merger Board Considerations in Approving the Merger.

What effect will the Merger have on me as a VMTP shareholder?

If you own Target Fund VMTP Shares, you will, after the Merger, own VMTP Shares of the Acquiring Fund with an aggregate liquidation preference equal to, and other terms that are substantially identical to, the Target Fund VMTP Shares you held immediately before the Merger. As discussed under Proposal 1, before the closing of the Merger, the Funds will be reorganized as Delaware statutory trusts, each of which will have substantially identical Statements of Preferences of VMTP Shares. A form of the Statement of Preferences of VMTP Shares of the Acquiring Fund (after giving effect to its Redomestication) is attached hereto as Exhibit O. The Statement of Preferences of VMTP Shares of each Fund (after giving effect to each Funds Redomestication) will be identical in all material respects.

If you are a VMTP Shareholder of the Acquiring Fund, your VMTP Shares of the Acquiring Fund will not be changed by the Merger.

The principal differences between the Target Fund and the Acquiring Fund are described in the following sections.

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How do the Funds investment objectives and principal investment strategies compare?

The Funds have similar investment objectives, as described in the table below. For each Fund, the investment objective may be changed only with shareholder approval.

Target Fund (IQN)	Acquiring Fund (VTN)
To provide current income which is
exempt from federal, New York State
and New York City income taxes.	To provide common shareholders with
a high level of current income
exempt from federal as well as from
New York State and New York City
income taxes, consistent with
preservation of capital.

The principal investment strategies of the Acquiring Fund are similar to the principal investment strategies of the Target Fund. The differences in the Funds principal investment strategies include how the Funds define investment grade municipal securities and the types of non-investment grade securities, including temporary investments, in which the Funds can invest.

The section below entitled Additional Information About the Funds and the Merger Principal Investment Strategies provides more information on the principal investment strategies of the Target Fund and the Acquiring Fund and highlights certain key differences.

How do the Funds principal risks compare?

The principal risks that may affect each Funds investment portfolio are similar. The material difference in the principal risks of the Funds is that the Acquiring Fund is subject to swaps risk.

Investment in the Funds involves risks, including the risk that shareholders may receive little or no return on their investment, and the risk that shareholders may lose part or all of the money they invest. There can be no guarantee against losses resulting from an investment in a Fund, nor can there be any assurance that a Fund will achieve its investment objective(s). Whether a Fund achieves its investment objective(s) depends on market conditions generally and on the Advisers analytical and portfolio management skills. As with any managed fund, the Adviser may not be successful in selecting the best-performing securities or investment techniques, and a Funds performance may lag behind that of similar funds. The risks associated with an investment in each Fund can increase during times of significant market volatility. An investment in a Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Before investing in a Fund, potential shareholders should carefully evaluate the risks.

The risks associated with an investment in VMTP Shares are identical for the Target Fund and the Acquiring Fund.

Additional information on the principal risks of each Fund is included in such Funds shareholder reports.

How do the Funds expenses compare?

The table below provides a summary comparison of the expenses of the Funds. The table also shows estimated expenses on a pro forma basis giving effect to the proposed Merger with the Target Fund. The pro forma expense ratios show projected estimated expenses, but actual expenses may be greater or less than those shown. Note that pro forma total expenses of the Acquiring Fund are expected to be higher than the current total expenses of the Target Fund. The Board of the Target Fund concluded that the higher management and total expenses of the combined fund were justified in light of the anticipated benefits of the Merger noted above, including that the combined fund on a pro forma basis had a more than 1.90% higher distribution yield (as a percentage of net asset value) than the Target Fund, even after giving effect to the higher management fees and total expense ratio that will apply to the Acquiring Fund before and after the expiration of fee waivers, as well as the higher leverage ratio anticipated to be used by the Acquiring Fund. VMTP Shareholders are not expected to bear any of the costs of the Mergers.

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	Invesco Van Kampen	Target Fund (IQN)
Invesco New York	Trust for Investment	+
Quality Municipal	Grade New York	Acquiring Fund (VTN)
Securities	Municipals	(assumes the Merger is
(IQN)	(VTN)	completed)
Shareholder Fees (Fees paid directly
from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of
offering price) (c)	None	None	None
Dividend Reinvestment Plan (d)	None	None	None
Annual Fund Operating Expenses (expenses that you pay each year as a
percentage of the value of your
investment)
Management Fees	0.38 %	0.91 %	0.91	%
Interest and Related Expenses (e)	0.59 %	0.74 %	0.74	%
Other Expenses	0.31 %	0.15 %	0.15	%
Total Annual Fund Operating Expenses	1.28 %	1.80 %	1.80	%
Fee Waiver and/or Expense Reimbursement	0.00 %	0.00 %	0.37	%(f)
Total Annual Fund Operating Expenses
after Fee Waiver and/or Expense
Reimbursement	1.28 %	1.80 %	1.43	%

| (a) | Expense ratios reflect estimated amounts for the current fiscal year. VMTP Shares do not
bear any transaction or operating expenses of the Funds. |
| --- | --- |
| (b) | Pro forma numbers are estimated as if the Merger had been completed as of March 1, 2011 and
do not include estimated Merger costs. The Funds are not bearing any Merger costs. |
| (c) | Common Shares of each Fund purchased on the secondary market are not subject to sales
charges, but may be subject to brokerage commissions or other charges. |
| (d) | Each participant in a Funds dividend reinvestment plan pays a proportionate share of the
brokerage commissions incurred with respect to open market purchases in connection with such
plan. For each Funds last fiscal year, participants in the plan incurred brokerage
commissions representing $0.03 per Common Share. |
| (e) | Interest and Related Expenses includes interest and other costs of providing leverage to the
Funds, such as the costs to maintain lines of credit, issue and administer preferred shares,
and establish and administer floating rate note obligations. |
| (f) | Effective upon the closing of the Merger, the Adviser has contractually agreed, for at least
two years from the closing date of the Merger, to waive advisory fees and/or reimburse
expenses to the extent necessary to limit the Acquiring Funds Total Annual Fund Operating
Expenses After Fee Waiver and/or Expense Reimbursement (which excludes certain items discussed
below) to 0.69% of average daily net assets. In determining the Advisers obligation to waive
advisory fees and/or reimburse expenses, the following expenses are not taken into account,
and could cause Total Annual Fund Operating Expenses After Fee Waiver and/or Expense
Reimbursement to exceed the limit reflected above: (i) interest; (ii) taxes; (iii) dividend
expense on short sales; (iv) extraordinary or non-routine items, including litigation
expenses; and (v) expenses that the Fund has incurred but did not actually pay because of an
expense offset arrangement. Unless the Board and the Adviser mutually agree to amend or
continue the fee waiver agreement, it will terminate two years from the closing date of the
Merger. |

How do the management, investment adviser and other service providers of the Funds compare?

Each Fund is overseen by a Board that includes many of the same individuals (described in Proposals 3 and 4) and each Funds affairs are managed by the same officers with minor exceptions, as described in Exhibit E. The Adviser, a registered investment adviser, serves as investment adviser for each Fund pursuant to an investment advisory agreement that contains substantially identical terms (except for fees) for each Fund. The Adviser oversees the management of each Funds portfolio, manages each Funds business affairs and provides certain clerical, bookkeeping and other administrative services. The Adviser has acted as an investment adviser since its organization in 1976. As of March 31, 2012, the Adviser had $309.2 billion in assets under management. The Adviser is located at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309.

The Adviser is an indirect, wholly-owned subsidiary of Invesco Ltd. (Invesco). Invesco is a leading independent global investment management company, dedicated to helping people worldwide build their financial security. Invesco provides a comprehensive array of enduring solutions for retail, institutional and high-net-worth clients around the world. Invesco had $672.8 billion in assets under management as of March 31, 2012. Invesco is organized under the laws of Bermuda, and its common shares are listed and traded on the New York Stock Exchange under the symbol IVZ. Invesco is located at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309.

All of the ordinary business expenses incurred in the operations of a Fund are borne by the Fund unless specifically provided otherwise in the advisory agreement. Expenses borne by the Funds include but are not limited to brokerage commissions, taxes, legal, accounting, auditing, or governmental fees, the cost of preparing share certificates, custodian, transfer and shareholder service agent costs, expenses of registering and qualifying shares for sale, expenses relating to Trustee and shareholder meetings, the cost of preparing and distributing reports and

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notices to shareholders, and the fees and other expenses incurred by the Funds in connection with membership in investment company organizations.

A discussion of the basis for each Boards 2011 approval of each Funds investment advisory agreements is included in the Funds semiannual report for the six months ended August 31, 2011. A discussion of the basis for each Boards most recent approval of each Funds investment advisory agreements will be included in the Funds semiannual report for the six months ending August 31, 2012, if any.

The contractual advisory fee rate of the Acquiring Fund is higher than the contractual advisory fee rate of the Target Fund. The following table compares the advisory fee rates of the Funds.

	Target Fund (IQN)	Acquiring Fund (VTN)
Contractual Fee Rate	0.27% of managed assets	0.55% of managed assets
Net Effective Fee Rate *	0.38 %	0.91 %

Varies based on the amount of financial leverage used by the Fund.

Each of the Funds calculates its advisory fee as a percentage of its managed assets, which for this purpose means the Funds net assets, plus assets attributable to outstanding preferred shares and the amount of any borrowings incurred for the purpose of leverage (whether or not such borrowed amounts are reflected in the Funds financial statements for purposes of generally accepted accounting principles). As a result, the actual amount paid by each Fund, as a percentage of NAV, will typically exceed the contractual rate. For more information, see the table above under How do the Funds expenses compare?

Contingent on the completion of the Merger, the Adviser has contractually agreed for two years from the closing date of the Merger to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual operating expenses of the Acquiring Fund to 0.69%, subject to certain exclusions.

Each Funds advisory agreement provides that the Adviser may delegate any and all of its rights, duties, and obligations to one or more wholly-owned affiliates of Invesco as sub-advisers (the Invesco Sub-Advisers). Pursuant to each Funds Master Intergroup Sub-Advisory Contract, the Invesco Sub-Advisers may be appointed by the Adviser from time to time to provide discretionary investment management services, investment advice, and/or order execution services. Each Invesco Sub-Adviser is registered with the SEC as an investment adviser.

Other key service providers to the Target Fund, including the administrator, transfer agent, custodian, and auditor, provide substantially the same services to the Acquiring Fund. Each Fund has entered into a master administrative services agreement with the Adviser, pursuant to which the Adviser performs or arranges for the provision of accounting and other administrative services to the Funds that are not required to be performed by the Adviser under its investment advisory agreements with the Funds. The custodian for the Funds is State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110-2801. The transfer agent and dividend paying agent for the Funds is Computershare Trust Company, N.A., P.O. Box 43078, Providence, Rhode Island 02940-3078.

Does the Acquiring Fund have the same portfolio managers as the Target Fund?

Yes. The portfolio management team for the Target Fund is the same as the portfolio management team for the Acquiring Fund. Information on the portfolio managers of the Funds is included below under Additional Information About the Funds and the Merger Portfolio Managers.

How do the distribution policies of the Funds compare?

Each Fund declares and pays monthly dividends from net investment income to Common Shareholders. Each Fund declares daily and pays monthly dividends from net investment income to VMTP Shareholders. Distributions from net realized capital gain, if any, are generally paid annually and are distributed on a pro rata basis to Common Shareholders and VMTP Shareholders. Each Fund may also declare and pay capital gains distributions more frequently, if necessary, in order to reduce or eliminate federal excise or income taxes on the Fund. Each Fund offers a dividend reinvestment plan for Common Shareholders, which is more fully described in the Funds shareholder reports.

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Will there be any tax consequences resulting from the Merger?

The Merger is designed to qualify as a tax-free reorganization for federal income tax purposes and each Fund anticipates receiving a legal opinion to that effect (although there can be no assurance that the IRS will adopt a similar position). This means that the shareholders of the Target Fund will recognize no gain or loss for federal income tax purposes upon the exchange of all of their shares in the Target Fund for shares in the Acquiring Fund. Shareholders should consult their tax advisor about state and local tax consequences of the Merger, if any, because the information about tax consequences in this Proxy Statement relates only to the federal income tax consequences of the Merger.

Prior to the closing of the Merger, the Target Fund will declare to its Common Shareholders one or more dividends, and the Acquiring Fund may, but is not required to, declare to its Common Shareholders a dividend, payable at or near the time of closing to their respective shareholders to the extent necessary to avoid entity level tax or as otherwise deemed desirable. Such distributions, if made, are anticipated to be made in the 2012 calendar year and, to the extent a distribution is not an exempt-interest dividend (as defined in the Code), the distribution may be taxable to shareholders in such year for federal income tax purposes. It is anticipated that Fund distributions will be primarily dividends that are exempt from regular federal income tax, although a portion of such dividends may be taxable to shareholders as ordinary income or capital gains. To the extent the distribution is attributable to ordinary income or capital gains, such ordinary income and capital gains will be allocated to Common Shareholders and VMTP Shareholders in accordance with each classs proportionate share of the total dividends paid by the Fund during the year. In certain circumstances, each Fund will make additional payments to VMTP Shareholders to offset the tax effects of such taxable distributions.

In addition, Skadden, Arps, Slate, Meagher & Flom LLP will deliver an opinion to the Funds, subject to certain representations, assumptions and conditions, to the effect that the Acquiring Fund VMTP Shares received in the Merger by holders of VMTP Shares of the Target Fund will qualify as equity of the Acquiring Fund for federal income tax purposes.

When is the Merger expected to occur?

If shareholders of the Target Fund and the Acquiring Fund approve the Merger and the Redomestication (Proposal 1), it is anticipated that the Merger will occur in the third quarter of 2012.

What will happen if shareholders of a Fund do not approve the Merger?

If the Merger is not approved by shareholders or is for other reasons unable to be completed, each Fund will continue to operate and each Funds Board will consider other possible courses of action for the Fund.

Where can I find more information about the Funds and the Merger?

The remainder of this Proxy Statement contains additional information about the Funds and the Merger, as well as information on the other proposals to be voted on at the Meeting. You are encouraged to read the entire document. Additional information about each Fund can be found in the statement of additional information (SAI) to the registration statement for the Acquiring Funds Common Shares on Form N-14, dated June 8, 2012 (which is not part of this Proxy Statement and is not incorporated by reference herein), and in each Funds shareholder reports. If you need any assistance, or have any questions regarding the Merger or how to vote, please call Invesco Client Services at (800) 341-2929.

ADDITIONAL INFORMATION ABOUT THE FUNDS AND THE MERGER

Principal Investment Strategies

The following section compares the principal investment strategies of the Target Fund with the principal investment strategies of the Acquiring Fund and highlights any key differences. In addition to the principal investment strategies described below, each Fund may use other investment strategies and is also subject to certain additional investment policies and limitations, which are described in the SAI and in each Funds shareholder reports. The cover page of this Proxy Statement describes how you can obtain copies of these documents.

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Investment Strategies. The principal investment strategies of the Acquiring Fund and the Target Fund are similar with respect to investing in municipal securities. Under normal market conditions, at least 80% of the Acquiring Funds total assets will be invested in municipal securities. Similarly, the Target Fund will invest at least 80% of its total assets in Municipal Obligations, except during temporary defensive periods. For the Target Fund, Municipal Obligations consist of Municipal Bonds, Municipal Notes and Municipal Commercial Paper, including such obligations purchased on a when-issued or delayed delivery basis. The remaining portion of the Target Funds total assets may be invested in temporary investments and in options and futures. Each Funds 80% policy described in the foregoing is fundamental and may not be changed without approval of a majority of the Funds outstanding voting securities, as defined in the 1940 Act.

The Funds also have similar principal investment strategies with respect to investing in New York municipal securities. Under normal market conditions, the Adviser seeks to achieve the Acquiring Funds investment objective by investing at least 80% of the Acquiring Funds total assets in New York municipal securities rated investment grade at the time of investment. Normally, the Target Fund expects that substantially greater than 80% of its total assets will be invested in Municipal Obligations, the interest on which, in the opinion of bond counsel to the issuer, is exempt from federal, New York State and New York City income taxes (New York Municipal Obligations). Unless otherwise indicated, references herein to Municipal Obligations with respect to the Target Fund shall be deemed to include New York Municipal Obligations. The definition of Municipal Obligations used in connection with the strategies of the Target Fund is included below.

The Funds strategies with respect to investing in investment grade municipal securities are also similar. For purposes of the Acquiring Funds 80% investment policy stated in the preceding paragraph, investment grade securities are: (i) securities rated BBB- or higher by Standard & Poors Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. (S&P) or Baa3 or higher by Moodys Investors Service, Inc. (Moodys) or an equivalent rating by another nationally recognized statistical rating organization (NRSRO), (ii) comparably rated short-term securities, or (iii) unrated municipal securities determined by the Adviser to be of comparable quality at the time of purchase. Under normal market conditions, the Acquiring Fund may invest up to 20% of its total assets in municipal securities rated below investment grade or that are unrated but determined by the Adviser to be of comparable quality at the time of purchase. Lower-grade securities are commonly referred to as junk bonds and involve greater risks than investments in higher-grade securities. The Acquiring Fund does not purchase securities that are in default or that are rated in categories lower than B- by S&P or B3 by Moodys or unrated securities of comparable quality.

Similarly, except during temporary defensive periods, the Target Fund will invest at least 80% of its total assets in: (a) Municipal Bonds which are rated at the time of purchase within the four highest grades by Moodys (Aaa, Aa, A, Baa) or S&P (AAA, AA, A, BBB) or, if not rated, are determined by the Adviser to be of comparable quality; (b) Municipal Notes which at the time of purchase are rated in the two highest grades by Moodys (MIG 1, MIG 2) or S&P (SP-1, SP-2) or, if not rated, whose issuers have outstanding one or more issues of Municipal Bonds rated as set forth in clause (a) of this paragraph; and (c) Municipal Commercial Paper which at the time of purchase is rated P-1 or higher by Moodys or A-1 or higher by S&P. For purposes of the Target Funds foregoing percentage limitation, any Municipal Bond or Municipal Note which depends directly or indirectly on the credit of the federal government shall be considered to have a Moodys rating of Aaa or an S&P rating of AAA.

Certain of the municipal securities in which each Fund may invest without limit may subject certain investors to the federal alternative minimum tax and, therefore, a substantial portion of the income produced by each Fund may be taxable for such investors under the federal alternative minimum tax. Accordingly, each Fund may not be a suitable investment for investors who are already subject to the federal alternative minimum tax or could become subject to the federal alternative minimum tax as a result of an investment in the Funds.

The Funds have no limitation as to the maturity of municipal securities in which they may invest. However, the Target Fund intends to emphasize investments in Municipal Obligations with long-term maturities because such long-term obligations generally produce a higher yield than short-term obligations, although such longer-term obligations are more susceptible to market fluctuations resulting from changes in interest rates than shorter-term obligations. The average weighted maturity of the Target Funds portfolio, as well as the emphasis on longer-term obligations, may vary depending upon market conditions.

Both Funds may invest in temporary investments for defensive purposes. In taking a defensive position, the Funds would temporarily not be pursuing their principal investment strategies and may not achieve their investment objective(s).

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With respect to the Acquiring Fund, when market conditions dictate a more defensive investment strategy, the Fund may, on a temporary basis, hold cash or invest a portion or all of its assets in high-quality, short-term municipal securities. If such municipal securities are not available or, in the judgment of the Adviser, do not afford sufficient protection against adverse market conditions, the Acquiring Fund may invest in taxable instruments. Such taxable securities may include securities issued or guaranteed by the U.S. government, its agencies or instrumentalities; other investment grade quality fixed income securities; prime commercial paper; certificates of deposit; bankers acceptances and other obligations of domestic banks; repurchase agreements; and money market funds (including money market funds affiliated with the Adviser).

Similarly, the Target Fund may invest more than 20% of its total assets in temporary investments for defensive purposes (e.g., investments made during times where temporary imbalances of supply and demand or other temporary dislocations in the Municipal Obligations market adversely affect the price at which Municipal Bonds, Notes and Commercial Paper are available) and in order to keep cash on hand fully invested. Temporary investments are short-term, high quality securities which may be either tax-exempt or taxable. The Target Fund will invest only in temporary investments which are certificates of deposit of U.S. domestic banks, including foreign branches of domestic banks, with assets of $1 billion or more; bankers acceptances; time deposits; U.S. Government securities; or debt securities rated within the two highest grades by Moodys or S&P or, if not rated, are of comparable quality as determined by the Adviser, and which mature within one year from the date of purchase. Temporary investments of the Target Fund may also include repurchase agreements. Except during temporary defensive periods, the Target Fund may not invest more than 20% of its total assets in temporary investments, the income from which may be subject to federal income taxes.

The foregoing percentage and rating limitations apply at the time of acquisition of a security based on the last previous determination of each Funds net asset value. Except as provided in the next sentence with respect to the Target Fund, any subsequent change in any rating by an NRSRO or change in percentages resulting from market fluctuations or other changes in a Funds total assets will not require elimination of any security from the Funds portfolio. For the Target Fund, any subsequent change in any rating of any security below investment grade will result in the elimination of that security from the Target Funds portfolio as soon as practicable without adverse market or tax consequences to the Target Fund. The Target Fund does not anticipate retaining within its portfolio non-investment grade securities in excess of 5% of its total assets.

Except as otherwise noted, the foregoing investment policies of the Target Fund are fundamental policies and may not be changed without the approval of a majority of the outstanding voting securities of the Target Fund as defined in the 1940 Act.

The Adviser buys and sells securities for each Fund with a view towards seeking a high level of current income exempt from federal income tax, as well as from New York State and New York City income taxes, subject to reasonable credit risk, and, for the Acquiring Fund, consistent with preservation of capital. As a result, each Fund will not necessarily invest in the highest yielding New York municipal securities or Municipal Obligations permitted by its respective investment policies if the Adviser determines that market risks or credit risks associated with such investments would subject the Funds portfolio to undue risk. The potential realization of capital gains or losses resulting from possible changes in interest rates will not be a major consideration and frequency of portfolio turnover generally will not be a limiting factor if the Adviser considers it advantageous to purchase or sell securities.

The Adviser employs a bottom-up, research-driven approach to identify securities that have attractive risk/reward characteristics for the sectors in which each Fund invests. The Adviser also integrates macroeconomic analysis and forecasting into its evaluation and ranking of various sectors and individual securities. Finally, each Fund employs leverage in an effort to enhance income and total return. Sell decisions are based on: (i) a deterioration or likely deterioration of an individual issuers capacity to meet its debt obligations on a timely basis; (ii) a deterioration or likely deterioration of the broader fundamentals of a particular industry or sector; and (iii) opportunities in the secondary or primary market to purchase a security with better relative value.

The types of municipal securities in which the Acquiring Fund invests are obligations issued by or on behalf of states, territories or possessions of the United States, the District of Columbia and their cities, counties, political subdivisions, agencies and instrumentalities, the interest on which, in the opinion of bond counsel or other counsel to the issuers of such securities, is, at the time of issuance, exempt from federal income tax. The Adviser does not conduct its own analysis of the tax status of the interest paid by municipal securities held by each Fund, but will rely on the opinion of counsel to the issuer of each such instrument.

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With respect to the Target Fund, Municipal Bonds and Municipal Notes are debt obligations of states or territories, cities, counties, municipalities and other agencies or instrumentalities which generally have maturities, at the time of their issuance, of either one year or more (Bonds) or from six months to three years (Notes). Municipal Commercial Paper, as presently constituted, while having a final maturity of more than one year, is subject to periodic rate changes and short-term put or tender dates selected at the holders option, prior to final maturity. Municipal Obligations in which the Target Fund will primarily invest bear interest that, in the opinion of bond counsel to the issuer, is exempt from federal income tax.

In the discussion below, the term municipal securities also includes Municipal Obligations.

The issuers of municipal securities obtain funds for various public purposes, including the construction of a wide range of public facilities, such as airports, highways, bridges, schools, hospitals, housing, mass transportation, streets and water and sewer works. Other public purposes for which municipal securities may be issued include refunding outstanding obligations, obtaining funds for general operating expenses and obtaining funds to lend to other public institutions and facilities. Certain types of municipal securities are issued to obtain funding for privately operated facilities.

The yields of municipal securities depend on, among other things, general money market conditions, general conditions of the municipal securities market, size of a particular offering, the maturity of the obligation and rating of the issue. The ratings of NRSROs such as S&P and Moodys represent their opinions of the quality of the municipal securities they undertake to rate. These ratings are general and are not absolute standards of quality. Consequently, municipal securities with the same maturity, coupon and rating may have different yields, while municipal securities of the same maturity and coupon with different ratings may have the same yield.

The two principal classifications of municipal securities are general obligation and revenue or special delegation securities. General obligation securities are secured by the issuers pledge of its faith, credit and taxing power for the payment of principal and interest. Revenue securities are usually payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise tax or other specific revenue source. Industrial development bonds are usually revenue securities, the credit quality of which is normally directly related to the credit standing of the industrial user involved.

Within these principal classifications of municipal securities, there are a variety of types of municipal securities, including:

| | Variable rate securities, which bear rates of interest that are adjusted periodically
according to formulae intended to reflect market rates of interest. |
| --- | --- |
| | Municipal notes, including tax, revenue and bond anticipation notes of short maturity,
generally less than three years, which are issued to obtain temporary funds for various public
purposes. |
| | Variable rate demand notes, which are municipal obligations that contain a floating or
variable interest rate adjustment formula and which are subject to a right of demand for
payment of the principal balance plus accrued interest either at any time or at specified
intervals. The interest rate on a variable rate demand note may be based on a known lending
rate, such as a banks prime rate, and may be adjusted when such rate changes, or the interest
rate may be a market rate that is adjusted at specified intervals. The adjustment formula
maintains the value of the variable rate demand note at approximately the par value of such
note at the adjustment date . |
| | Municipal leases, which are obligations issued by state and local governments or
authorities to finance the acquisition of equipment and facilities. Certain municipal lease
obligations may include non-appropriation clauses which provide that the municipality has no
obligation to make lease or installment purchase payments in future years unless money is
appropriated for such purpose on a yearly basis. |
| | Private activity bonds, which are issued by, or on behalf of, public authorities to finance
privately operated facilities. |
| | Participation certificates, which are obligations issued by state or local governments or
authorities to finance the acquisition of equipment and facilities. They may represent
participations in a lease, an installment purchase contract or a conditional sales contract. |
| | Municipal securities that may not be backed by the faith, credit and taxing power of the
issuer. |

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| | Municipal securities that are privately placed and that may have restrictions on a Funds
ability to resell, such as timing restrictions or requirements that the securities only be
sold to qualified institutional investors. |
| --- | --- |
| | Municipal securities that are insured by financial insurance companies. |

Derivatives. Each Fund may use derivative instruments for a variety of purposes. The Acquiring Fund principally uses derivatives for hedging and risk management, and (other than for futures or swaps) for portfolio management or to earn income. Similarly, the Target Fund principally uses derivatives for hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based on the value of another underlying asset, interest rate, index or financial instrument.

Futures . A futures contract is a standardized agreement between two parties to buy or sell a specific quantity of an underlying instrument at a specific price at a specific future time. The value of a futures contract tends to increase and decrease in tandem with the value of the underlying instrument. Futures contracts are bilateral agreements, with both the purchaser and the seller equally obligated to complete the transaction. Depending on the terms of the particular contract, futures contracts are settled through either physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement date.

Swaps . A swap contract is an agreement between two parties pursuant to which the parties exchange payments at specified dates on the basis of a specified notional amount, with the payments calculated by reference to specified securities, indexes, reference rates, currencies or other instruments. Most swap agreements provide that when the period payment dates for both parties are the same, the payments are made on a net basis (i.e., the two payment streams are netted out, with only the net amount paid by one party to the other). A Funds obligations or rights under a swap contract entered into on a net basis will generally be equal only to the net amount to be paid or received under the agreement, based on the relative values of the positions held by each counterparty. The Target Fund may not invest in swaps.

Inverse Floating Rate Obligations. Each Fund may invest in inverse floating rate obligations. Inverse floating rate obligations are variable debt instruments that pay interest at rates that move in the opposite direction of prevailing interest rates. Because the interest rate paid to holders of such obligations is generally determined by subtracting a variable or floating rate from a predetermined amount, the interest rate paid to holders of such obligations will decrease as such variable or floating rate increases and increase as such variable or floating rate decreases. The inverse floating rate obligations in which each Fund may invest include derivative instruments such as residual interest bonds (RIBs) or tender option bonds (TOBs). Such instruments are typically created by a special purpose trust that holds long-term fixed rate bonds and sells two classes of beneficial interests: short-term floating rate interests, which are sold to third party investors, and inverse floating residual interests, which are purchased by a Fund. The short-term floating rate interests have first priority on the cash flow from the bond held by the special purpose trust and a Fund (as holder of the inverse floating residual interests) is paid the residual cash flow from the bond held by the special purpose trust.

When-Issued and Delayed Delivery Transactions. Each Fund may purchase and sell securities on a when-issued and delayed delivery basis, which means that the Fund buys or sells a security with payment and delivery taking place in the future. The payment obligation and the interest rate are fixed at the time the Fund enters into the commitment. No income accrues on such securities until the date the Fund actually takes delivery of the securities.

Preferred Shares. Each Fund uses leverage in the form of preferred shares. Dividends on the preferred shares will typically be comparable to the yields on investment grade short-term municipal securities, although the assets attributable to the preferred shares will generally be invested in longer-term municipal securities, which typically have higher yields than short-term municipal securities. Assuming such a yield differential, this leveraged capital structure enables each Fund to pay a potentially higher yield on the Common Shares than similar investment companies that do not use leverage.

As required by the 1940 Act, each Fund will generally maintain an asset coverage of the value of the Funds total assets, less all liabilities and indebtedness of the Fund not represented by preferred shares, of 200% of the aggregate liquidation value of the preferred shares. In addition, under the terms of each Funds outstanding VMTP Shares, the Fund is required to maintain minimum asset coverage of 225%.

Zero Coupon/PIK Bonds . Each Fund may invest in securities not producing immediate cash income, including zero coupon securities or pay-in-kind (PIK) securities, when their effective yield over comparable instruments producing cash income makes these investments attractive. PIK securities are debt securities that pay interest through the

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issuance of additional securities. Zero coupon securities are debt securities that do not entitle the holder to any periodic payment of interest prior to maturity or a specified date when the securities begin paying current interest. They are issued and traded at a discount from their face amounts or par value, which discount varies depending on the time remaining until cash payments begin, prevailing interest rates, liquidity of the security and the perceived credit quality of the issuer. The securities do not entitle the holder to any periodic payments of interest prior to maturity, which prevents any reinvestment of interest payments at prevailing interest rates if prevailing interest rates rise. On the other hand, because there are no periodic interest payments to be reinvested prior to maturity, zero coupon securities eliminate the reinvestment risk and may lock in a favorable rate of return to maturity if interest rates drop. In addition, each Fund would be required to distribute the income on these instruments as it accrues, even though the Fund will not receive all of the income on a current basis or in cash. Thus, the Fund may have to sell other investments, including when it may not be advisable to do so, to make income distributions to the Common Shareholders.

Portfolio Turnover. The Acquiring Fund generally will not engage in the trading of securities for the purpose of realizing short-term profits, but it will adjust its portfolio as it deems advisable in view of prevailing or anticipated market conditions to accomplish the Funds investment objectives. For example, the Acquiring Fund may sell portfolio securities in anticipation of a movement in interest rates. The Target Fund may sell securities without regard to the length of time they have been held to take advantage of new investment opportunities, yield differentials, or for other reasons, including in anticipation of a movement in interest rates. Other than for tax purposes, frequency of portfolio turnover will not be a limiting factor if a Fund considers it advantageous to purchase or sell securities. Each Funds portfolio turnover rate may vary from year to year. The Acquiring Fund does not anticipate that the annual portfolio turnover rate of the Fund will be in excess of 100%. A high rate of portfolio turnover involves correspondingly greater brokerage commissions and transaction expenses than a lower rate, which expenses must be borne by a Fund and its shareholders. High portfolio turnover may also result in the realization of substantial net short-term capital gains, and any distributions resulting from such gains will be taxable at ordinary income rates for federal income tax purposes.

Principal Risks of an Investment in the Funds

A comparison of the principal risks associated with the Funds investment strategies is included above under How do the Funds principal risks compare? The following table provides further information on the principal risks that apply to the Funds investment portfolios.

	Funds Subject to
Principal Risk	Risk
Municipal Securities Risk. Under
normal market conditions,
longer-term municipal securities
generally provide a higher yield
than shorter-term municipal
securities. To the extent
consistent with each Funds
investment policies, the Adviser may
adjust the average maturity of each
Funds portfolio from time to time
depending on its assessment of the
relative yields available on
securities of different maturities
and its expectations of future
changes in interest rates. The
yields of municipal securities may
move differently and adversely
compared to the yields of the
overall debt securities markets.
Certain kinds of municipal
securities are subject to specific
risks that could cause a decline in
the value of those securities:	Both Funds
Lease Obligations .
Certain lease
obligations contain
non-appropriation clauses that
provide that the governmental issuer
has no obligation to make future
payments under the lease or contract
unless money is appropriated for
that purpose by the appropriate
legislative body on an annual or
other periodic basis. Consequently,
continued lease payments on those
lease obligations containing
non-appropriation clauses are
dependent on future legislative
actions. If these legislative
actions do not occur, the holders of
the lease obligation may experience
difficulty in exercising their
rights, including disposition of the
property.
Private Activity Bonds .
The issuers
of private activity bonds in which
each Fund may invest may be
negatively impacted by conditions
affecting either the general credit
of the user of the private activity
project or the project itself.
Conditions such as regulatory and
environmental restrictions and
economic downturns may lower the
need for these facilities and the
ability of users of the project to
pay for the facilities. Private
activity bonds may also pay interest
subject to the alternative minimum
tax.

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	Funds Subject to
Principal Risk	Risk
In 2011, S&P lowered its long-term
sovereign credit rating on the U.S.
to AA+ from AAA with a negative
outlook. Following S&Ps downgrade
of the long-term sovereign credit
rating on the U.S., the major rating
agencies have also placed many
municipalities on review for
potential downgrades, which could
impact the market price, liquidity
and volatility of the municipal
securities held by each Fund in its
portfolio. If the universe of
municipal securities meeting a
Funds ratings and credit quality
requirements shrinks, it may be more
difficult for the Fund to meet its
investment objective and the Funds
investments may become more
concentrated in fewer issues.
Future downgrades by other rating
agencies could have significant
adverse effects on the economy
generally and could result in
significant adverse impacts on
municipal issuers and the Funds.
Many state and municipal governments
that issue securities are under
significant economic and financial
stress and may not be able to
satisfy their obligations. In
response to the national economic
downturn, governmental cost burdens
have been and may continue to be
reallocated among federal, state and
local governments. The ability of
municipal issuers to make timely
payments of interest and principal
may be diminished during general
economic downturns and as
governmental cost burdens are
reallocated among federal, state and
local governments. Also, as a
result of the downturn and related
unemployment, declining income and
loss of property values, many state
and local governments have
experienced significant reductions
in revenues and consequently
difficulties meeting ongoing
expenses. As a result, certain of
these state and local governments
may have difficulty paying or
default in the payment of principal
or interest on their outstanding
debt, may experience ratings
downgrades of their debt. The taxing
power of any governmental entity may
be limited by provisions of state
constitutions or laws, and an
entitys credit will depend on many
factors, including the entitys tax
base, the extent to which the entity
relies on federal or state aid, and
other factors which are beyond the
entitys control. In addition, laws
enacted in the future by Congress or
state legislatures or referenda
could extend the time for payment of
principal and/or interest, or impose
other constraints on enforcement of
such obligations or on the ability
of municipalities to levy taxes.
In addition, municipalities might
seek protection under the bankruptcy
laws, thereby affecting the
repayment of their outstanding debt.
Issuers of the municipal securities
might seek protection under the
bankruptcy laws. In the event of
bankruptcy of such an issuer,
holders of municipal securities
could experience delays in
collecting principal and interest
and such holders may not be able to
collect all principal and interest
to which they are entitled. Certain
provisions of the U.S. Bankruptcy
Code governing such bankruptcies are
unclear. Further, the application
of state law to municipal securities
issuers could produce varying
results among the states or among
municipal securities issuers within
a state. These uncertainties could
have a significant impact on the
prices of the municipal securities
in which the Funds invest. The value
of municipal securities generally
may be affected by uncertainties in
the municipal markets as a result of
legislation or litigation, including
legislation or litigation that
changes the taxation of municipal
securities or the rights of
municipal securities holders in the
event of a bankruptcy. To enforce
its rights in the event of a default
in the payment of interest or
repayment of principal, or both, a
Fund may take possession of and
manage the assets securing the
issuers obligations on such
securities, which may increase the
Funds operating expenses. Any
income derived from a Funds
ownership or operation of such
assets may not be tax-exempt and
could jeopardize the Funds status
as a regulated investment company
under the Code.
The U.S. economy may be in the
process of deleveraging, with
individuals, companies and
municipalities reducing expenditures
and paying down borrowings. In such
event, the number of municipal
borrowers and the amount of
outstanding municipal securities may
contract, potentially without
corresponding reductions in investor
demand for municipal securities. As
a result, a Fund may have fewer
investment alternatives, may invest
in securities that it previously
would have declined and may
concentrate its investments in a
smaller number of issuers.

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	Funds Subject to
Principal Risk	Risk
Insurance Risk. Financial insurance
guarantees that interest payments on
a bond will be made on time and that
principal will be repaid when the
bond matures. Insured municipal
obligations would generally be
assigned a lower rating if the
rating were based primarily on the
credit quality of the issuer without
regard to the insurance feature. If
the claims-paying ability of the
insurer were downgraded, the ratings
on the municipal obligations it
insures may also be downgraded.
Insurance does not protect the Funds
against losses caused by declines in
a bonds value due to a change in
market conditions.	Both Funds
Market Risk. Market risk is the
possibility that the market values
of securities owned by a Fund will
decline. The net asset value of a
Fund will change with changes in the
value of its portfolio securities,
and the value of the Funds
investments can be expected to
fluctuate over time. The financial
markets in general are subject to
volatility and may at times
experience extreme volatility and
uncertainty, which may affect all
investment securities, including
debt securities and derivative
instruments. Volatility may be
greater during periods of general
economic uncertainty.	Both Funds
Interest Rate Risk. Because each
Fund invests primarily in fixed
income municipal securities, the net
asset value of a Fund can be
expected to change as general levels
of interest rates fluctuate. When
interest rates decline, the value of
a portfolio invested in fixed income
securities generally can be expected
to rise. Conversely, when interest
rates rise, the value of a portfolio
invested in fixed income securities
generally can be expected to
decline. The prices of longer term
municipal securities generally are
more volatile with respect to
changes in interest rates than the
prices of shorter term municipal
securities. These risks may be
greater in the current market
environment because certain interest
rates are near historically low
levels.	Both Funds
Credit Risk. Credit risk refers to
an issuers ability to make timely
payments of interest and principal
when due. Municipal securities,
like other debt obligations, are
subject to the credit risk of
nonpayment. The ability of issuers
of municipal securities to make
timely payments of interest and
principal may be adversely affected
by general economic downturns and as
relative governmental cost burdens
are allocated and reallocated among
federal, state and local
governmental units. Private activity
bonds used to finance projects, such
as industrial development and
pollution control, may also be
negatively impacted by the general
credit of the user of the project.
Nonpayment would result in a
reduction of income to a Fund, and a
potential decrease in the net asset
value of the Fund. The Adviser
continuously monitors the issuers of
securities held in each Fund.	Both Funds
Each Fund will rely on the Advisers
judgment, analysis and experience in
evaluating the creditworthiness of
an issuer. In its analysis, the
Adviser may consider the credit
ratings of NRSROs in evaluating
securities, although the Adviser
does not rely primarily on these
ratings. Credit ratings of NRSROs
evaluate only the safety of
principal and interest payments, not
the market risk. In addition,
ratings are general and not absolute
standards of quality, and the
creditworthiness of an issuer may
decline significantly before an
NRSRO lowers the issuers rating.
For the Acquiring Fund, a rating
downgrade does not require the Fund
to dispose of a security.
Medium-grade obligations (for
example, bonds rated BBB by S&P)
possess speculative characteristics,
so that changes in economic
conditions or other circumstances
are more likely to lead to a
weakened capacity of the issuer to
make principal and interest payments
than in the case of higher-rated
securities. Securities rated below
investment grade are considered
speculative by NRSROs with respect
to the issuers continuing ability
to pay interest and principal.
Income Risk. The income received
from each Fund is based primarily on
prevailing interest rates, which can
vary widely over the short and long
term. If interest rates decrease,
your income from a Fund may decrease
as well.	Both Funds

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	Funds Subject to
Principal Risk	Risk
Call Risk. If interest rates fall,
it is possible that issuers of
securities with high interest rates
will prepay or call their securities
before their maturity dates. In this
event, the proceeds from the called
securities would likely be
reinvested by each Fund in
securities bearing the new, lower
interest rates, resulting in a
possible decline in a Funds income
and distributions to shareholders.	Both Funds
Market Segment Risk. Each Fund
generally considers investments in
municipal securities issued by
governments or political
subdivisions not to be subject to
industry concentration policies
(because such issuers are not in any
industry). Each Fund may, however,
invest in municipal securities
issued by entities having similar
characteristics. For example, the
issuers may be located in the same
geographic area or may pay their
interest obligations from revenue of
similar projects, such as hospitals,
airports, utility systems and
housing finance agencies. This may
make a Funds investments more
susceptible to similar economic,
political or regulatory occurrences,
which could increase the volatility
of the Funds net asset value.
Except as otherwise provided herein,
each Fund may invest more than 25%
of its total assets in a segment of
the municipal securities market with
similar characteristics if the
Adviser determines that the yields
available from obligations in a
particular segment justify the
additional risks of a larger
investment in that segment. Each
Fund may not, however, invest more
than 25% of its total assets in
municipal securities, such as many
private activity bonds or industrial
development revenue bonds, issued
for non-governmental entities that
are in the same industry.	Both Funds
Tax Risk. To qualify for the
favorable U.S. federal income tax
treatment generally accorded to
regulated investment companies,
among other things, each Fund must
derive in each taxable year at least
90% of its gross income from certain
prescribed sources. If for any
taxable year a Fund does not qualify
as a regulated investment company,
all of its taxable income (including
its net capital gain) would be
subject to federal income tax at
regular corporate rates without any
deduction for distributions to
shareholders, and all distributions
from a Fund (including underlying
distributions attributable to
tax-exempt interest income) would be
taxable to shareholders as ordinary
dividends to the extent of a Funds
current and accumulated earnings and
profits.	Both Funds
The value of each Funds investments
and its net asset value may be
adversely affected by changes in tax
rates and policies. Because interest
income from municipal securities is
normally not subject to regular
federal income taxation, the
attractiveness of municipal
securities in relation to other
investment alternatives is affected
by changes in federal income tax
rates or changes in the tax-exempt
status of interest income from
municipal securities. Any proposed
or actual changes in such rates or
exempt status, therefore, can
significantly affect the demand for
and supply, liquidity and
marketability of municipal
securities. This could, in turn,
affect a Funds net asset value and
ability to acquire and dispose of
municipal securities at desirable
yield and price levels.
Additionally, a Fund may not be a
suitable investment for individual
retirement accounts, for other
tax-exempt or tax-deferred accounts
or for investors who are not
sensitive to the federal income tax
consequences of their investments.
A Fund may invest all or a
substantial portion of its total
assets in municipal securities
subject to the federal alternative
minimum tax. Accordingly, an
investment in each Fund could cause
shareholders to be subject to (or
result in an increased liability
under) the federal alternative
minimum tax. As a result, a Fund
may not be a suitable investment for
investors who are already subject to
the federal alternative minimum tax
or who could become subject to the
federal alternative minimum tax as a
result of an investment in the Fund.
Subsequent to a Funds acquisition
of a municipal security, the
security may be determined to pay,
or to have paid, taxable income. As
a result, the treatment of dividends
previously paid or to be paid by the
Fund as exempt-interest dividends
could be adversely affected,
subjecting the Funds shareholders
to increased federal income tax
liabilities.

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	Funds Subject to
Principal Risk	Risk
For federal income tax purposes,
distributions of ordinary taxable
income (including any net short-term
capital gain) will be taxable to
shareholders as ordinary income (and
not eligible for favorable taxation
as qualified dividend income), and
capital gain dividends will be taxed
at long-term capital gain rates. In
certain circumstances, the Fund will
make payments to holders of VMTP
Shares to offset the tax effects of
a taxable distribution.
Generally, to the extent a Funds
distributions are derived from
interest on municipal securities of
a particular state (and, in some
cases qualifying obligations of U.S.
territories and possessions), its
distributions are exempt from the
personal income tax of that state.
In some cases, each Funds shares
may (to the extent applicable) also
be exempt from personal property
taxes of such state. However, some
states require that the Fund meet
certain thresholds with respect to
the portion of its portfolio
consisting of municipal securities
of such state in order for such
exemption to apply.
Risks of Using Derivative
Instruments. A derivative instrument
often has risks similar to its
underlying instrument and may have
additional risks, including
imperfect correlation between the
value of the derivative and the
underlying instrument or instrument
being hedged, risks of default by
the other party to certain
transactions, magnification of
losses incurred due to changes in
the market value of the securities,
instruments, indices or interest
rates to which they relate, and
risks that the derivatives may not
be liquid. The use of derivatives
involves risks that are different
from, and potentially greater than,
the risks associated with other
portfolio investments. Derivatives
may involve the use of highly
specialized instruments that require
investment techniques and risk
analyses different from those
associated with other portfolio
investments. Certain derivative
transactions may give rise to a form
of leverage. Leverage associated
with derivative transactions may
cause a Fund to liquidate portfolio
positions when it may not be
advantageous to do so to satisfy its
obligations or to meet earmarking or
segregation requirements, pursuant
to applicable SEC rules and
regulations, or may cause a Fund to
be more volatile than if the Fund
had not been leveraged. A Fund
could suffer losses related to its
derivative positions as a result of
unanticipated market movements,
which losses may potentially be
unlimited. Although the Adviser may
seek to use derivatives to further a
Funds investment objective, a Fund
is not required to use derivatives
and may choose not to do so and
there is no assurance that the use
of derivatives will achieve this
result.	Both Funds (except that Swaps Risk
does not apply to the Target Fund)
Counterparty Risk .
Each Fund will
be subject to credit risk with
respect to the counterparties to the
derivative transactions entered into
by the Fund. If a counterparty
becomes bankrupt or otherwise fails
to perform its obligations under a
derivative contract due to financial
difficulties, a Fund may experience
significant delays in obtaining any
recovery under the derivative
contract in bankruptcy or other
reorganization proceeding. A Fund
may obtain only a limited recovery
or may obtain no recovery in such
circumstances.
Futures Risk .
A decision as to
whether, when and how to use futures
involves the exercise of skill and
judgment and even a well-conceived
futures transaction may be
unsuccessful because of market
behavior or unexpected events. In
addition to the derivatives risks
discussed above, the prices of
futures can be highly volatile,
using futures can lower total
return, and the potential loss from
futures can exceed a Funds initial
investment in such contracts.
Swaps Risk .
Swap agreements are not
entered into or traded on exchanges
and there is no central clearing or
guaranty function for swaps.
Therefore, swaps are subject to
credit risk or the risk of default
or non-performance by the
counterparty. Swaps could result in
losses if interest rate or credit
quality changes are not correctly
anticipated by a Fund or if the
reference index, security or
investments do not perform as
expected.
Tax Risk .
The use of derivatives may
generate taxable income. In
addition, each Funds use of
derivatives may be limited by the
requirements for taxation as a
regulated investment company or the
Funds intention to pay dividends
that are exempt from federal and New
York State and New York City income
taxes. The tax treatment of
derivatives may be adversely
affected by changes in legislation,
regulations or other legal
authority, subjecting a Funds
shareholders to increased federal
income tax liabilities.

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	Funds Subject to
Principal Risk	Risk
Inverse Floating Rate Obligations
Risk. Like most other fixed-income
securities, the value of inverse
floating rate obligations will
decrease as interest rates increase.
They are more volatile, however,
than most other fixed-income
securities because the coupon rate
on an inverse floating rate
obligation typically changes at a
multiple of the change in the
relevant index rate. Thus, any rise
in the index rate (as a consequence
of an increase in interest rates)
causes a correspondingly greater
drop in the coupon rate of an
inverse floating rate obligation,
while a drop in the index rate
causes a correspondingly greater
increase in the coupon of an inverse
floating rate obligation. Some
inverse floating rate obligations
may also increase or decrease
substantially because of changes in
the rate of prepayments. Inverse
floating rate obligations tend to
underperform the market for fixed
rate bonds in a rising interest rate
environment, but tend to outperform
the market for fixed rate bonds when
interest rates decline or remain
relatively stable. Inverse floating
rate obligations have varying
degrees of liquidity.	Both Funds
Each Fund generally invests in
inverse floating rate obligations
that include embedded leverage, thus
exposing the Fund to greater risks
and increased costs. The market
value of a leveraged inverse
floating rate obligation generally
will fluctuate in response to
changes in market rates of interest
to a greater extent than the value
of an unleveraged investment. The
extent of increases and decreases in
the value of inverse floating rate
obligations generally will be larger
than changes in an equal principal
amount of a fixed rate security
having similar credit quality,
redemption provisions and maturity,
which may cause the Funds net asset
value to be more volatile than if it
had not invested in inverse floating
rate obligations.
In certain instances, the short-term
floating rate interests created by a
special purpose trust may not be
able to be sold to third parties or,
in the case of holders tendering (or
putting) such interests for
repayment of principal, may not be
able to be remarketed to third
parties. In such cases, the special
purpose trust holding the long-term
fixed rate bonds may be collapsed.
In the case of inverse floating rate
obligations created by a Fund, the
Fund would then be required to repay
the principal amount of the tendered
securities. During times of market
volatility, illiquidity or
uncertainty, the Fund could be
required to sell other portfolio
holdings at a disadvantageous time
to raise cash to meet that
obligation.
The use of short-term floating rate
obligations may require the Funds to
segregate or earmark cash or liquid
assets to cover its obligations.
Securities so segregated or
earmarked will be unavailable for
sale by the Funds (unless replaced
by other securities qualifying for
segregation requirements), which may
limit a Funds flexibility and may
require that the Fund sell other
portfolio investments at a time when
it may be disadvantageous to sell
such assets.
Risks of Investing in Lower-Grade
Securities. Securities that are in
the lower-grade categories generally
offer higher yields than are offered
by higher-grade securities of
similar maturities, but they also
generally involve greater risks,
such as greater credit risk, market
risk, volatility and liquidity risk.
In addition, the amount of
available information about the
financial condition of certain
lower-grade issuers may be less
extensive than other issuers, making
a Fund more dependent on the
Advisers credit analysis than a
fund investing only in higher-grade
securities. To minimize the risks
involved in investing in lower-grade
securities, the Acquiring Fund does
not purchase securities that are in
default or rated in categories lower
than B- by S&P or B3 by Moodys or
unrated securities of comparable
quality.	Both Funds
Secondary market prices of
lower-grade securities generally are
less sensitive than higher-grade
securities to changes in interest
rates and are more sensitive to
general adverse economic changes or
specific developments with respect
to the particular issuers. A
significant increase in interest
rates or a general economic downturn
may significantly

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	Funds Subject to
Principal Risk	Risk
affect the ability
of municipal issuers of lower-grade
securities to pay interest and to
repay principal, or to obtain
additional financing, any of which
could severely disrupt the market
for lower-grade municipal securities
and adversely affect the market
value of such securities. Such
events also could lead to a higher
incidence of default by issuers of
lower-grade securities. In
addition, changes in credit risks,
interest rates, the credit markets
or periods of general economic
uncertainty can be expected to
result in increased volatility in
the price of the lower-grade
securities and the net asset value
of a Fund. Adverse publicity and
investor perceptions, whether or not
based on rational analysis, may
affect the value, volatility and
liquidity of lower-grade securities.
In the event that an issuer of
securities held by a Fund
experiences difficulties in the
timely payment of principal and
interest and such issuer seeks to
restructure the terms of its
borrowings, the Fund may incur
additional expenses and may
determine to invest additional
assets with respect to such issuer
or the project or projects to which
the Funds securities relate.
Further, the Fund may incur
additional expenses to the extent
that it is required to seek recovery
upon a default in the payment of
interest or the repayment of
principal on its portfolio holdings
and the Fund may be unable to obtain
full recovery on such amounts. Investments in debt obligations that
are at risk of or in default present
special tax issues for a Fund.
Federal income tax rules are not
entirely clear about issues such as
when a Fund may cease to accrue
interest, original issue discount or
market discount, when and to what
extent deductions may be taken for
bad debts or worthless securities,
how payments received on obligations
in default should be allocated
between principal and interest and
whether certain exchanges of debt
obligations in a workout context are
taxable. These and other issues will
be addressed by each Fund, in the
event it invests in or holds such
securities, in order to seek to
ensure that the Fund distributes
sufficient income to preserve its
status as a regulated investment
company.
Liquidity Risk. Liquidity relates
to the ability of each Fund to sell
a security in a timely manner at a
price which reflects the value of
that security. The amount of
available information about the
financial condition of municipal
securities issuers is generally less
extensive than that for corporate
issuers with publicly traded
securities, and the market for
municipal securities is generally
considered to be less liquid than
the market for corporate debt
obligations. Certain municipal
securities in which a Fund may
invest, such as special obligation
bonds, lease obligations,
participation certificates and
variable rate instruments, may be
particularly less liquid. To the
extent a Fund owns or may acquire
illiquid or restricted securities,
these securities may involve special
registration requirements,
liabilities and costs, and liquidity
and valuation difficulties.	Both Funds
The effects of adverse publicity and
investor perceptions may be more
pronounced for securities for which
no established retail market exists
as compared with the effects on
securities for which such a market
does exist. An economic downturn or
an increase in interest rates could
severely disrupt the market for such
securities and adversely affect the
value of outstanding securities or
the ability of the issuers to repay
principal and interest. Further, a
Fund may have more difficulty
selling such securities in a timely
manner and at their stated value
than would be the case for
securities for which an established
retail market does exist.
The markets for lower-grade
securities may be less liquid than
the markets for higher-grade
securities. To the extent that
there is no established retail
market for some of the lower-grade
securities in which a Fund may
invest, trading in such securities
may be relatively inactive. Prices
of lower-grade securities may
decline rapidly in the event a
significant number of holders decide
to sell. Changes in expectations
regarding an individual issuer of
lower-grade securities generally
could reduce market liquidity for
such securities and make their sale
by a Fund at their current valuation
more difficult.

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	Funds Subject to
Principal Risk	Risk
From time to time, each Funds
investments may include securities
as to which the Fund, by itself or
together with other funds or
accounts managed by the Adviser,
holds a major portion or all of an
issue of municipal securities.
Because there may be relatively few
potential purchasers for such
investments and, in some cases,
there may be contractual
restrictions on resales, the Fund
may find it more difficult to sell
such securities at a time when the
Adviser believes it is advisable to
do so.
Preferred Shares Risk . Each Funds
use of leverage through preferred
shares may result in higher
volatility of the net asset value of
the Common Shares, and fluctuations
in the dividend rates on the Funds
preferred shares (which are expected
to reflect yields on short-term
municipal securities) may affect the
yield to the Common Shareholders.
So long as a Fund is able to realize
a higher net return on its
investment portfolio than the then
current dividend rate of the
preferred shares, the effect of the
leverage provided by the preferred
shares will be to cause the Common
Shareholders to realize a higher
current rate of return than if the
Fund were not so leveraged. On the
other hand, to the extent that the
then current dividend rate on the
preferred shares approaches the net
return on a Funds investment
portfolio, the benefit of leverage
to the Common Shareholders will be
reduced, and if the then current
dividend rate on the preferred
shares were to exceed the net return
on the Funds portfolio, the Funds
leveraged capital structure would
result in a lower rate of return to
the Common Shareholders than if the
Fund were not so structured.	Both Funds
Similarly, because any decline in
the net asset value of a Funds
investments will be borne entirely
by the Common Shareholders, the
effect of leverage in a declining
market would result in a greater
decrease in net asset value to the
Common Shareholders than if the Fund
were not so leveraged. Any such
decrease would likely be reflected
in a decline in the market price for
Common Shares. If a Funds current
investment income were not
sufficient to meet dividend
requirements on the preferred
shares, the Fund might have to
liquidate certain of its investments
in order to meet required dividend
payments, thereby reducing the net
asset value attributable to the
Funds Common Shares.
The amount of preferred shares
outstanding from time to time may
vary, depending on the Advisers
analysis of conditions in the
municipal securities market and
interest rate movements. Management
of the amount of outstanding
preferred shares places greater
reliance on the ability of the
Adviser to predict trends in
interest rates than if a Fund did
not use leverage. In the event the
Adviser later determines that all or
a portion of such preferred shares
should be reissued so as to increase
the amount of leverage, no assurance
can be given that a Fund will
subsequently be able to reissue
preferred shares on terms and/or
with dividend rates that are
beneficial to the Common
Shareholders. Further, redemption
and reissuance of the preferred
shares, and any related trading of a
Funds portfolio securities, results
in increased transaction costs to
the Fund and its Common
Shareholders. Because the Common
Shareholders bear these expenses,
changes to the Funds outstanding
leverage and any losses resulting
from related portfolio trading will
have a proportionately larger impact
on the Common Shares net asset
value and market price.
In addition, a Fund is not permitted
to declare any cash dividend or
other distribution on its Common
Shares unless, at the time of such
declaration, the Fund has an asset
coverage of at least 200%, as
required by the 1940 Act (determined
after deducting the amount of such
dividend or distribution). In
addition, under the terms of each
Funds outstanding VMTP Shares, the
Fund is required to maintain minimum
asset coverage of 225%. This
prohibition on the payment of
dividends or other distributions
might impair the ability of a Fund
to maintain its qualification as a
regulated investment company for
federal income tax purposes. Each
Fund intends, however, to the extent
possible, to purchase or redeem VMTP
Shares from time to time to maintain
an asset coverage of the VMTP Shares
of at least 225%.
If a determination were made by the
IRS to treat the preferred shares as
debt rather than equity for U.S.
federal income tax purposes, the
Common Shareholders might be subject
to increased federal income tax
liabilities.

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	Funds Subject to
Principal Risk	Risk
Unrated Securities Risk. Many
lower-grade securities are not
listed for trading on any national
securities exchange, and many
issuers of lower-grade securities
choose not to have a rating assigned
to their obligations by any NRSRO.
As a result, each Funds portfolio
may consist of a higher portion of
unlisted or unrated securities as
compared with an investment company
that invests solely in higher-grade,
listed securities. Unrated
securities are usually not as
attractive to as many buyers as are
rated securities, a factor which may
make unrated securities less
marketable. These factors may limit
the ability of a Fund to sell such
securities at their fair value. The
Funds may be more reliant on the
Advisers judgment and analysis in
evaluating the creditworthiness of
an issuer of unrated securities.	Both Funds
When-Issued and Delayed Delivery
Risks. When-issued and delayed
delivery transactions are subject to
market risk, as the value or yield
of a security at delivery may be
more or less than the purchase price
or the yield generally available on
securities when delivery occurs. In
addition, each Fund is subject to
counterparty risk because it relies
on the buyer or seller, as the case
may be, to consummate the
transaction, and failure by the
other party to complete the
transaction may result in the Fund
missing the opportunity of obtaining
a price or yield considered to be
advantageous.	Both Funds
Special Risk Considerations
Regarding New York State and New
York City Municipal Securities. Because each Fund invests a
substantial portion of its assets in
a portfolio of New York municipal
securities, the Fund is more
susceptible to political, economic,
regulatory or other factors
affecting issuers of New York
municipal securities than a fund
which does not limit its investments
to such issuers. These risks include
possible legislative, state
constitutional or regulatory
amendments that may affect the
ability of state and local
governments or regional governmental
authorities to raise money to pay
principal and interest on their
municipal securities. Economic,
fiscal and budgetary conditions
throughout the state may also
influence the Funds performance.	Both Funds
Zero Coupon/PIK Bond Risk . Prices
on non-cash-paying instruments may
be more sensitive to changes in the
issuers financial condition,
fluctuations in interest rates and
market demand/supply imbalances than
cash-paying securities with similar
credit ratings, and thus may be more
speculative than are securities that
pay interest periodically in cash.
These securities are also subject to
the risk of default. These
securities may subject a Fund to
greater market risk than a fund that
does not own these types of
securities. Special tax
considerations are associated with
investing in non-cash-paying
instruments, such as zero coupon or
pay-in-kind securities. The Adviser
will weigh these concerns against
the expected total returns from such
instruments.	Both Funds

The risks associated with an investment in VMTP Shares are identical for the Target Fund and the Acquiring Fund.

Portfolio Managers

Thomas Byron, Robert Stryker, Julius Williams and Robert Wimmel are the portfolio managers for the Funds.

Mr. Byron, Portfolio Manager, has been associated with Invesco and/or its affiliates since 2010. Mr. Byron was associated with the Funds previous investment adviser or its investment advisory affiliates in an investment management capacity from 1981 to 2010 and began managing the Funds in 2009. Mr. Byron earned a B.S. in finance from Marquette University and an M.B.A. in finance from DePaul University.

Mr. Stryker, Portfolio Manager, has been associated with Invesco and/or its affiliates since 2010. Mr. Stryker was associated with the Funds previous investment adviser or its investment advisory affiliates in an investment management capacity from 1994 to 2010 and began managing the Funds in 2009. Mr. Stryker earned a B.S. in finance from the University of Illinois, Chicago.

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Mr. Williams, Portfolio Manager, has been associated with Invesco and/or its affiliates since 2010. Mr. Williams was associated with the Funds previous investment adviser or its investment advisory affiliates in an investment management capacity from 2000 to 2010 and began managing the Funds in 2011. Mr. Williams earned a B.A. in economics and sociology, and a Master of Education degree in educational psychology from the University of Virginia.

Mr. Wimmel, Portfolio Manager, has been associated with Invesco and/or its affiliates since 2010. Mr. Wimmel was associated with the Funds previous investment adviser or its investment advisory affiliates in an investment management capacity from 1996 to 2010 and began managing the Acquiring Fund in 2001 and the Target Fund in 2009. Mr. Wimmel earned a B.A. in anthropology from the University of Cincinnati and an M.A. in economics from the University of Illinois, Chicago.

The SAI provides additional information about the portfolio managers compensation, other accounts managed by the portfolio managers, and the portfolio managers ownership of securities in each Fund.

Trading of VMTP Shares

VMTP Shares are a new issue of securities and there is currently no established trading market for such shares. Neither Fund intends to apply for a listing of the VMTP Shares on a securities exchange or an automated dealer quotation system or to seek to facilitate transfers by retaining a remarketing or other similar agent with respect to the VMTP Shares. Accordingly, there can be no assurance as to the development or liquidity of any market for the VMTP Shares. The VMTP Shares are not registered under the Securities Act or any other applicable securities law. Accordingly, the VMTP Shares are subject to restrictions on transferability and resale. The VMTP Shares are offered for sale only pursuant to Rule 144A under the Securities Act, and may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act or any other applicable securities law, pursuant to an exemption therefrom or in a transaction not subject thereto and in each case in compliance with contractual conditions applicable to transfers of VMTP Shares.

Capital Structures of the Funds

Each Fund is currently organized as a Massachusetts business trust. The Acquiring Fund was organized on January 21, 1992, and the Target Fund was organized on March 3, 1993. As discussed under Proposal 1, before the closing of the Merger, the Funds will be reorganized as Delaware statutory trusts, which will have identical governing documents and capital structures. (Proposal 1 discusses the material differences between each Funds current Massachusetts business trust structure and its proposed Delaware statutory trust structure.) The Funds governing documents will therefore be substantially identical immediately prior to the Merger. Because each such Delaware statutory trust will have the same structure, each Funds capital structure will not be affected by the Merger except that, after the Merger, each Funds shareholders will hold shares of a single, larger fund.

Description of Securities to be Issued

Before the Merger can be completed, each Fund must have completed a redomestication to a Delaware statutory trust, as discussed in Proposal 1. Accordingly, the following discussion reflects that each Fund would be a Delaware statutory trust as of the time of the Merger. A discussion of the changes a Fund would undergo as part of a Redomestication is included under Proposal 1.

VMTP Shares . Each Fund has an outstanding class of VMTP Shares. The terms of the VMTP Shares of each Fund are identical. As of the closing of the Merger, the Acquiring Fund will be authorized by its Amended and Restated Agreement and Declaration of Trust to issue an unlimited number of preferred shares. In the Merger, VMTP Shares of the Target Fund will be exchanged for VMTP Shares of the Acquiring Fund.

The Funds have entered into a Redemption and Paying Agent Agreement with Deutsche Bank Trust Company Americas. The Redemption and Paying Agent serves as the Funds transfer agent, registrar, dividend disbursing agent, paying agent and redemption price disbursing agent and calculation agent in connection with the payment of dividends with respect to VMTP Shares, and carry out certain other procedures provided in the Redemption and Paying Agent Agreement.

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The currently outstanding VMTP Shares of each Fund have a long-term issue credit rating of Aa2 from Moodys and AAA from Fitch Ratings, a part of the Fitch Group, which is a majority-owned subsidiary of Fimalac, S.A. (Fitch), and it is a condition of closing of the Merger that the VMTP Shares of the Acquiring Fund be rated at least AA-/Aa3 by each rating agency that is rating, at the request of the Acquiring Fund, such VMTP Shares. An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The ratings of the VMTP Shares should be evaluated independently from similar ratings of other securities. A rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.

Dividends on the VMTP Shares are declared daily and generally paid monthly on the first (1st) business day of each month. For each rate period, the dividend rate on VMTP Shares will, except as otherwise provided in the Statement of Preferences, be equal to the rate per annum that results from the sum of the (1) Securities Industry and Financial Markets Association (SIFMA) Municipal Swap Index and (2) the ratings spread as determined pursuant to the rate determination process set forth in the Statement of Preferences. VMTP Shares rank on a parity with each other, with shares of any other Series of VMTP Shares and with shares of any other series of preferred shares as to the payment of dividends by the Fund.

The Fund does not intend to apply for a listing of the VMTP Shares on a securities exchange or an automated dealer quotation system or to seek to facilitate transfers by retaining a remarketing or other similar agent with respect to the VMTP Shares. Accordingly, there can be no assurance as to the development or liquidity of any market for the VMTP Shares. The VMTP Shares are not registered under the Securities Act. Accordingly, the VMTP Shares are subject to restrictions on transferability and resale.

Unless otherwise approved in writing by the Fund, VMTP Shareholders may sell, transfer or otherwise dispose of VMTP Shares only in whole shares and only to persons it reasonably believes are either (i) qualified institutional buyers (QIBs) that are registered closed-end management investment companies, the shares of which are traded on a national securities exchange (Closed-End Funds), banks (and their direct or indirect wholly-owned subsidiaries), insurance companies, Broker-Dealers (as defined the Statement of Preferences), Foreign Entities (as defined in the Statement of Preferences) (and their direct or indirect wholly-owned subsidiaries), companies that are included in the S&P 500 Index (and their direct or indirect wholly-owned subsidiaries) or registered open-end management investment companies or (ii) tender option bond trusts in which all Beneficial Owners are QIBs that are Closed-End Funds, banks (and their direct or indirect wholly-owned subsidiaries), insurance companies, Broker-Dealers, Foreign Entities (and their direct or indirect wholly-owned subsidiaries), companies that are included in the S&P 500 Index (and their direct or indirect wholly-owned subsidiaries) or registered open-end management investment companies, in each case, in accordance with Rule 144A of the Securities Act or another available exemption from registration under the Securities Act, in a manner not involving any public offering within the meaning of Section 4(2) of the Securities Act. Any transfer in violation of the foregoing restrictions will be void ab initio and any transferee of VMTP Shares transferred in violation of the foregoing restrictions shall be deemed to agree to hold all payments it received on any such improperly transferred VMTP Shares in trust for the benefit of the transferor of such VMTP Shares. The foregoing restrictions on transfer will not apply to any VMTP Shares registered under the Securities Act pursuant to the registration rights agreement entered into by the Fund or any subsequent transfer of such VMTP Shares thereafter.

The Fund is required to redeem, out of funds legally available therefor under applicable law and otherwise in accordance with applicable law, all outstanding VMTP Shares on June 1, 2015 or such later date to which it may be extended, if any, in accordance with the provisions of the Statement of Preferences.

Subject to certain conditions, VMTP Shares may be redeemed at any time, at the option of the Fund (as a whole or from time to time, in part), out of funds legally available therefor under applicable law and otherwise in accordance with applicable law, at a redemption price equal to the sum of (i) the liquidation preference, (ii) accumulated but unpaid dividends thereon (whether or not declared) to, but not including, the date fixed for redemption and (iii) the redemption premium, if any, in respect of such VMTP Share.

VMTP Shares will rank on a parity with each other and with shares of any other series of preferred shares as to the distribution of assets upon the dissolution, liquidation or winding up of the affairs of the Fund, whether

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voluntary or involuntary. After the payment of the full preferential amounts, VMTP Shareholders as such will have no right or claim to any of the remaining assets of the Fund.

Except as otherwise provided in the Declaration of Trust or as otherwise required by law, (i) each VMTP Shareholder is entitled to one vote for each VMTP Share held by such VMTP Shareholder on each matter submitted to a vote of shareholders of the Fund, and (ii) the holders of outstanding preferred shares, including each VMTP Share, and Common Shares will vote together as a single class; provided, however, that the holders of outstanding preferred shares, including VMTP Shares, voting as a class, to the exclusion of the holders of all other securities and classes of shares of beneficial interests of the Fund, will be entitled to elect two trustees of the Fund at all times, each preferred share, including each VMTP Share, entitled to one vote. Subject to the rights of the holders of preferred shares during a Voting Period (as defined in the Statement of Preferences), the holders of outstanding preferred shares, including VMTP Shares, and outstanding Common Shares, voting together as a single class, will elect the balance of the trustees.

The VMTP Shares, including the Acquiring Fund VMTP Shares to be issued in the Merger, are issued in book-entry form, as global securities. The global securities will be deposited with, or on behalf of, The Depository Trust Company (DTC) and registered in the name of Cede & Co., the nominee of DTC. Beneficial interests in the global securities will be held only through DTC and any of its participants.

The foregoing is a brief description of the terms of the VMTP Shares. This description does not purport to be complete and is subject to and qualified in its entirety by reference to the more detailed description of the VMTP Shares in the Statement of Preferences of each Fund, which is available upon request by any VMTP Shareholder, and the form of Statement of Preferences of the Acquiring Fund (after giving effect to its Redomestication) attached hereto as Exhibit O.

Common Shares. Each Common Share represents an equal proportionate interest with each other Common Share of the Fund, with each such share entitled to equal dividend, liquidation, redemption and voting rights. Each Fund also has outstanding VMTP Shares that vote separately from Common Shares in some circumstances. Each Funds Common Shares have no preemptive, conversion or exchange rights, nor any right to cumulative voting.

As of the closing of the Merger, the Acquiring Fund will be authorized by its Amended and Restated Agreement and Declaration of Trust to issue an unlimited number of Acquiring Fund Common Shares, with no par value.

Dividends and Distributions. The dividend and distribution policies of the Target Fund are identical to those of the Acquiring Fund. The Acquiring Fund intends to make regular monthly distributions of all or a portion of its net investment income after payment of dividends on the Acquiring Funds preferred shares outstanding to holders of the Acquiring Funds Common Shares. The Acquiring Funds net investment income consists of all interest income accrued on portfolio assets less all expenses of the Acquiring Fund. The Acquiring Fund is required to allocate net capital gains and other taxable income, if any, received by the Acquiring Fund among its shareholders on a pro rata basis in the year for which such capital gains and other income is realized. In certain circumstances, the Acquiring Fund will make additional payments to preferred shareholders to offset the tax effects of such taxable distributions.

While there are any preferred shares of the Acquiring Fund outstanding, the Acquiring Fund may not declare any cash dividend or other distribution on its Common Shares, unless at the time of such declaration, (i) all accrued preferred shares dividends have been paid, (ii) to the extent necessary, the Fund has redeemed all of the preferred shares subject to mandatory redemption under the terms of the preferred shares, and (iii) the value of the Acquiring Funds total assets (determined after deducting the amount of such dividend or other distribution), less all liabilities and indebtedness of the Fund, is at least 200% of the liquidation preference of the outstanding preferred shares (expected to equal the aggregate original purchase price of the outstanding preferred shares plus any accrued and unpaid dividends thereon, whether or not earned or declared on a cumulative basis) as required by the 1940 Act. This limitation on the Acquiring Funds ability to make distributions on its Common Shares could in certain circumstances impair the ability of the Acquiring Fund to maintain its qualification for taxation as a regulated investment company under the Code. The Acquiring Fund intends, however, to the extent possible, to purchase or redeem preferred shares from time to time to maintain compliance with such asset coverage requirements and may

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pay special dividends to the preferred shareholders in certain circumstances in connection with any such impairment of the Acquiring Funds status as a regulated investment company under the Code.

The tax treatment and characterization of the Acquiring Funds distributions may vary significantly from time to time because of the varied nature of its investments. The Acquiring Fund will indicate the proportion of its capital gains distributions that constitute long-term and short-term gains annually. The ultimate tax characterization of the Acquiring Funds distributions made in a calendar or fiscal year cannot finally be determined until after the end of that fiscal year. As a result, there is a possibility that the Acquiring Fund may make total distributions during a calendar or fiscal year in an amount that exceeds the Acquiring Funds net investment income and net capital gains for the relevant fiscal year and its previously undistributed earnings and profits from prior years. In such situations, the amount by which the Acquiring Funds total distributions exceed its net investment income and net capital gains generally will be treated as a tax-free return of capital reducing the amount of a shareholders tax basis in such shareholders shares, with any amounts exceeding such basis treated as gain from the sale of shares.

Various factors will affect the level of the Acquiring Funds net investment income, such as the rate at which dividends are payable on outstanding VMTP Shares, the Acquiring Funds asset mix, its level of retained earnings, the amount of leverage utilized by it and the effects thereof and the movement of interest rates for municipal bonds. These factors, among others, may result in the Acquiring Funds level of net investment income being different from the level of net investment income for the Target Fund if the Merger was not completed. To permit the Acquiring Fund to maintain more stable monthly distributions, it may from time to time distribute less than the entire amount earned in a particular period. The income would be available to supplement future distributions. As a result, the distributions paid by the Acquiring Fund for any particular month may be more or less than the amount actually earned by the Fund during that month. Undistributed earnings will add to the Acquiring Funds net asset value and, correspondingly, distributions from undistributed earnings and from capital, if any, will deduct from the Funds net asset value. Although it does not now intend to do so, the Board may change the Acquiring Funds dividend policy and the amount or timing of the distributions based on a number of factors, including the amount of the Funds undistributed net investment income and historical and projected investment income and the amount of the expenses and dividend rates on the outstanding VMTP Shares.

Provisions for Delaying or Preventing Changes in Control. As of the time of the Merger, each Funds governing documents will provide that such Funds governing documents contain provisions designed to prevent or delay changes in control of that Fund. Each Funds Board of Trustees may cause the Fund to merge or consolidate with or into other entities; cause the Fund to sell, convey and transfer all or substantially all of the assets of the Fund; cause the Fund to convert to a different type of entity; or cause the Fund to convert from a closed-end fund to an open-end fund, each only so long as such action has previously received the approval of either (i) the Board, followed by the affirmative vote of the holders of not less than 75% of the outstanding shares entitled to vote; or (ii) the affirmative vote of at least two thirds (66 2/3%) of the Board and an affirmative Majority Shareholder Vote (which generally means the vote of a majority of the outstanding voting securities as defined in the 1940 Act of the Fund, with each class and series of shares voting together as a single class, except to the extent otherwise required by the 1940 Act). Under each Funds governing documents that will be applicable as of the time of the Merger, shareholders will have no right to call special meetings of shareholders or to remove Trustees. In addition, each Funds Board is divided into three classes, each of which stands for election only once in three years. As a result of this system, only those Trustees in one class may be changed in any one year, and it would require two years or more to change a majority of the Trustees.

Pending Litigation

The Acquiring Fund received a shareholder demand letter dated March 25, 2011, from one of the Acquiring Funds shareholders, alleging that the Board and the officers of the Acquiring Fund breached their fiduciary duty and duty of loyalty and wasted Acquiring Fund assets by causing the Acquiring Fund to redeem Auction Rate Preferred Securities (ARPS) at their liquidation value. Specifically, the shareholder claims that the Board and officers had no obligation to provide liquidity to the ARPS shareholders, the redemptions were improperly motivated to benefit the prior adviser by preserving business relationships with the ARPS holders, i.e., institutional investors, and the market value and fair value of the ARPS were less than par at the time they were redeemed. The letter alleges that the redemption of the ARPS occurred at the expense of the Acquiring Fund and its common shareholders. The letter demands that: 1) the Board take action against the prior adviser and trustees/officers to

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recover damages; 2) the Board refrain from authorizing further redemptions or repurchases of ARPS by the Acquiring Fund at prices in excess of fair value or market value at the time of the transaction; and 3) if the Acquiring Fund does not commence appropriate action, the shareholder will commence a shareholder derivative action on behalf of the Acquiring Fund. The Board formed a Special Litigation Committee (SLC) to investigate these claims and to make a recommendation to the Board regarding whether pursuit of these claims is in the best interests of the Acquiring Fund. Upon completion of its evaluation, the SLC recommended that the Board reject the demands specified in the shareholder demand letters, after which the Board announced on June 24, 2011, that it had adopted the SLCs recommendation and voted to reject the demands. Management of the Adviser and the Acquiring Fund believe that the outcome of the demand letter described above will have no material adverse effect on the Acquiring Fund or on the ability of the Adviser to provide ongoing services to the Acquiring Fund.

Portfolio Turnover

The Funds historical portfolio turnover rates are similar. Because the Funds have similar investment policies, management does not expect to dispose of a material amount of portfolio securities of any Fund in connection with the Merger. No securities of the Target Fund need be sold in order for the Acquiring Fund to comply with its investment restrictions or policies. The Funds will continue to buy and sell securities in the normal course of their operations.

Terms and Conditions of the Merger

The terms and conditions under which the Merger may be consummated are set forth in the Merger Agreement. Significant provisions of the Merger Agreement are summarized below; however, this summary is qualified in its entirety by reference to the Merger Agreement, a form of which is attached as Exhibit D.

In the Merger, the Target Fund will merge with and into the Acquiring Fund pursuant to the Merger Agreement and in accordance with the Delaware Statutory Trust Act. As a result of the Merger, all of the assets and liabilities of the Target Fund will become assets and liabilities of the Acquiring Fund, and the Target Funds shareholders will become shareholders of the Acquiring Fund.

Under the terms of the Merger Agreement, the Acquiring Fund will issue new Acquiring Fund Common Shares in exchange for Target Fund Common Shares. The number of Acquiring Fund Common Shares issued will be based on the relative NAVs and shares outstanding of the Acquiring Fund and the Target Fund as of the business day immediately preceding the Mergers closing date. All Acquiring Fund Common Shares issued pursuant to the Merger Agreement will be fully paid and non-assessable, and will be listed for trading on the Exchanges. The terms of the Acquiring Fund Common Shares to be issued in the Merger will be identical to the terms of the Acquiring Fund Common Shares already outstanding.

Under the terms of the Merger Agreement, the Acquiring Fund will also issue new Acquiring Fund VMTP Shares in exchange for Target Fund VMTP Shares. The number of additional Acquiring Fund VMTP Shares issued for the Merger will equal the number of outstanding Target Fund VMTP Shares, and such Acquiring Fund VMTP Shares will have liquidation preferences, rights, and privileges substantially identical to those of the then outstanding VMTP Shares for the Target Fund.

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If shareholders approve the Merger and if all of the closing conditions set forth in the Merger Agreement are satisfied or waived, including the condition that each Fund complete its Redomestication (Proposal 1), the Closing is expected to occur in the third quarter of 2012 on a date mutually agreed upon by the Funds (the Closing Date).

Each Fund will be required to make representations and warranties in the Merger Agreement that are customary in matters such as the Merger.

If shareholders of a Fund do not approve the Merger or if the Merger does not otherwise close, the Board will consider what additional action to take, including allowing the Fund to continue operating as it currently does. The Merger Agreement may be terminated and the Merger may be abandoned at any time by mutual agreement of the parties. The Merger Agreement may be amended or modified in a writing signed by the parties.

Additional Information About the Funds

As of the time of the Merger, each Fund will be a newly organized Delaware statutory trust, as discussed in Proposal 1. Each Fund is registered under the 1940 Act, as a closed-end management investment company. Each Fund is a diversified management investment company. A closed-end fund (unlike an open-end or mutual fund) does not continuously sell and redeem its shares; in the case of the Funds, Common Shares are bought and sold on the New York Stock Exchange and, for the Acquiring Fund, the Chicago Stock Exchange. A management investment company is managed by an investment adviser the Adviser in the case of the Funds that buys and sells portfolio securities on behalf of the investment company.

Federal Income Tax Matters Associated with Investment in the Funds

The following information is meant as a general summary of certain federal income tax matters for U.S. shareholders. Investors should rely on their own tax advisor for advice about the particular federal, state and local tax consequences to them of investing in the Funds (for purposes of this section, the Fund).

The Fund has elected to be treated and intends to qualify each year (including the taxable year in which the Merger occurs) as a regulated investment company (RIC) under Subchapter M of the Code. In order to qualify as a RIC, the Fund must satisfy certain requirements regarding the sources of its income, the diversification of its assets and the distribution of its income. As a RIC, the Fund is not expected to be subject to federal income tax on the income and gains it distributes to its shareholders. If, for any taxable year, the Fund does not qualify for taxation as a RIC, it will be treated as a U.S. corporation subject to U.S. federal income tax, thereby subjecting any income earned by the Fund to tax at the corporate level and to a further tax at the shareholder level when such income is distributed. In lieu of losing its status as a RIC, the Fund is permitted to pay a tax for certain failures to satisfy the asset diversification test or income requirement, which, in general, are limited to those due to reasonable cause and not willful neglect, for taxable years of the Fund with respect to which the extended due date of the return is after December 22, 2010.

The Code imposes a 4% nondeductible excise tax on the Fund to the extent it does not distribute by the end of any calendar year at least the sum of (i) 98% of its taxable ordinary income for that year, and (ii) 98.2% of its capital gain net income (both long-term and short-term) for the one-year period ending, as a general rule, on October 31 of that year. For this purpose, however, any ordinary income or capital gain net income retained by the Fund that is subject to corporate income tax will be considered to have been distributed by year-end. In addition, the minimum amounts that must be distributed in any year to avoid the excise tax will be increased or decreased to reflect any underdistribution or overdistribution, as the case may be, from the previous year. The Fund anticipates that it will pay such dividends and will make such distributions as are necessary in order to avoid or minimize the application of this excise tax.

The Fund primarily invests in municipal securities. Thus, substantially all of the Funds dividends paid to you from net investment income should qualify as exempt-interest dividends. A shareholder treats an exempt-interest dividend as interest on state and local bonds exempt from regular federal income tax. Exempt-interest dividends from interest earned on municipal securities of a state, or its political subdivisions, generally are exempt

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from that states personal income tax. Most states, however, do not grant tax-free treatment to interest from municipal securities of other states.

Federal income tax law imposes an alternative minimum tax with respect to corporations, individuals, trusts and estates. Interest on certain municipal obligations, such as certain private activity bonds, is included as an item of tax preference in determining the amount of a taxpayers alternative minimum taxable income. To the extent that the Fund receives income from such municipal obligations, a portion of the dividends paid by the Fund, although exempt from regular federal income tax, will be taxable to shareholders to the extent that their tax liability is determined under the federal alternative minimum tax. The Fund will annually provide a report indicating the percentage of the Funds income attributable to municipal obligations subject to the federal alternative minimum tax. Corporations are subject to special rules in calculating their federal alternative minimum taxable income with respect to interest from such municipal obligations.

In addition to exempt-interest dividends, the Fund may also distribute to its shareholders amounts that are treated as long-term capital gain or ordinary income (which may include short-term capital gains). These distributions may be subject to federal, state and local taxation, depending on a shareholders situation. If so, they are taxable whether or not such distributions are reinvested. Net capital gain distributions (the excess of net long-term capital gain over net short-term capital loss) are generally taxable at rates applicable to long-term capital gains regardless of how long a shareholder has held its shares. Long-term capital gains are currently taxable to noncorporate shareholders at a maximum federal income tax rate of 15%. Absent further legislation, the maximum 15% rate on long-term capital gains will cease to apply to taxable years beginning after December 31, 2012. The Fund does not expect that any part of its distributions to shareholders from its investments will qualify for the dividends-received deduction available to corporate shareholders or as qualified dividend income available to noncorporate shareholders.

Distributions by the Fund in excess of the Funds current and accumulated earnings and profits will be treated as a return of capital to the extent of the shareholders tax basis in its shares and will reduce such basis. Any such amount in excess of that basis will be treated as gain from the sale of shares, as discussed below.

As a RIC, the Fund will not be subject to federal income tax in any taxable year on the income and gains it distributes to shareholders provided that it meets certain distribution requirements. The Fund may retain for investment some (or all) of its net capital gain. If the Fund retains any net capital gain or investment company taxable income, it will be subject to tax at regular corporate rates on the amount retained. If the Fund retains any net capital gain, it may designate the retained amount as undistributed capital gains in a notice to its shareholders who, if subject to federal income tax on long-term capital gains, (i) will be required to include in income for federal income tax purposes, as long-term capital gain, their share of such undistributed amount; (ii) will be entitled to credit their proportionate shares of the federal income tax paid by the Fund on such undistributed amount against their federal income tax liabilities, if any; and (iii) may claim refunds to the extent the credit exceeds such liabilities. For federal income tax purposes, the basis of shares owned by a shareholder of the Fund will be increased by an amount equal to the difference between the amount of undistributed capital gains included in the shareholders gross income and the tax deemed paid by the shareholder under clause (ii) of the preceding sentence.

The IRS currently requires that a RIC that has two or more classes of stock allocate to each such class proportionate amounts of each type of its income (such as exempt interest, ordinary income and capital gains). Accordingly, the Fund designates dividends made with respect to the Common Shares and the VMTP Shares as consisting of particular types of income (e.g., exempt interest, net capital gain and ordinary income) in accordance with each classs proportionate share of the total dividends paid by the Fund during the year. A classs proportionate share of a particular type of income is determined according to the percentage of total dividends paid by the RIC to such class.

Dividends declared by the Fund to shareholders of record in October, November or December and paid during the following January may be treated as having been received by shareholders in the year the distributions were declared.

At the time of an investors purchase of Fund shares, a portion of the purchase price may be attributable to realized or unrealized appreciation in the Funds portfolio or to undistributed ordinary income or capital gains of the Fund. Consequently, subsequent distributions by the Fund with respect to these shares from such appreciation,

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income or gains may be taxable to such investor even if the net asset value of the investors shares is, as a result of the distributions, reduced below the investors cost for such shares and the distributions economically represent a return of a portion of the investment.

Each shareholder will receive an annual statement summarizing the shareholders dividend and capital gains distributions.

The redemption, sale or exchange of shares normally will result in capital gain or loss to shareholders who hold their shares as capital assets. Generally, a shareholders gain or loss will be long-term capital gain or loss if the shares have been held for more than one year. The gain or loss on shares held for one year or less will generally be treated as short-term capital gain or loss. Present law taxes both long-term and short-term capital gains of corporations at the same rates applicable to ordinary income. Long-term capital gains are currently taxable to noncorporate shareholders at a maximum federal income tax rate of 15%. As noted above, absent further legislation, the maximum 15% rate on long-term capital gains will cease to apply to taxable years beginning after December 31, 2012. Any loss on the sale of shares that have been held for six months or less will be disallowed to the extent of any distribution of exempt-interest dividends received with respect to such shares and any remaining loss will be treated as a long-term capital loss to the extent of any long-term capital gain distributed to you by the Fund on those shares. Any loss realized on a sale or exchange of shares of a Fund will be disallowed to the extent those shares of the Fund are replaced by other substantially identical shares of the Fund or other substantially identical stock or securities (including through reinvestment of dividends) within a period of 61 days beginning 30 days before and ending 30 days after the date of disposition of the original shares. In that event, the basis of the replacement shares of the Fund will be adjusted to reflect the disallowed loss.

Under Treasury regulations, if a shareholder recognizes a loss with respect to Fund shares of $2 million or more for an individual shareholder, or $10 million or more for a corporate shareholder, in any single taxable year (or of certain greater amounts over a combination of years), generally the shareholder must file with the IRS a disclosure statement on Form 8886.

Shareholders that are exempt from U.S. federal income tax, such as retirement plans that are qualified under Section 401 of the Code, generally are not subject to U.S. federal income tax on otherwise-taxable Fund dividends or distributions, or on sales or exchanges of Fund shares unless the Fund shares are debt-financed property within the meaning of the Code.

Any interest on indebtedness incurred or continued to purchase or carry the Funds shares to which exempt-interest dividends are allocated is not deductible. Under certain applicable rules, the purchase or ownership of shares may be considered to have been made with borrowed funds even though such funds are not directly used for the purchase or ownership of the shares. In addition, if you receive Social Security or certain railroad retirement benefits, you may be subject to U.S. federal income tax on a portion of such benefits as a result of receiving investment income, including exempt-interest dividends and other distributions paid by the Fund.

Investments in debt obligations that are at risk of or in default present special tax issues for the Fund. Federal income tax rules are not entirely clear about issues such as when the Fund may cease to accrue interest, original issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless securities, how payments received on obligations in default should be allocated between principal and interest and whether certain exchanges of debt obligations in a workout context are taxable. These and other issues will be addressed by the Fund, in the event it invests in or holds such securities, in order to seek to ensure that it distributes sufficient income to preserve its status as a RIC.

If the Fund invests in certain pay-in-kind securities, zero coupon securities, deferred interest securities or, in general, any other securities with original issue discount (or with market discount if the Fund elects to include market discount in income currently), the Fund must accrue income on such investments for each taxable year, which generally will be prior to the receipt of the corresponding cash payments. However, the Fund must distribute to shareholders, at least annually, all or substantially all of its investment company taxable income (determined without regard to the deduction for dividends paid), including such accrued income, to qualify as a RIC and to avoid federal income and excise taxes. Therefore, the Fund may have to dispose of its portfolio securities under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing the cash, to satisfy these distribution requirements.

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The Fund may hold or acquire municipal obligations that are market discount bonds. A market discount bond is a security acquired in the secondary market at a price below its redemption value (or its adjusted issue price if it is also an original issue discount bond). If the Fund invests in a market discount bond, it will be required to treat any gain recognized on the disposition of such market discount bond as ordinary taxable income to the extent of the accrued market discount.

By law, if you do not provide the Fund with your proper taxpayer identification number and certain required certifications, you may be subject to backup withholding on any distributions of income, capital gains, or proceeds from the sale of your shares. The Fund also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 28% of any distributions or proceeds paid, including exempt interest dividends (for distributions and proceeds paid after December 31, 2012, the rate is scheduled to rise to 31% unless the 28% rate is extended or made permanent).

For taxable years beginning after December 31, 2012, an additional 3.8% Medicare tax will be imposed on certain net investment income (including ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions or other taxable dispositions of Fund shares) of US individuals, estates and trusts to the extent that such persons modified adjusted gross income (in the case of an individual) or adjusted gross income (in the case of an estate or trust) exceeds a threshold amount.

The description of certain federal tax provisions above relates only to U.S. federal income tax consequences for shareholders who are U.S. persons, i.e., generally, U.S. citizens or residents or U.S. corporations, partnerships, trusts or estates, and who are subject to U.S. federal income tax and hold their shares as capital assets. Except as otherwise provided, this description does not address the special tax rules that may be applicable to particular types of investors, such as financial institutions, insurance companies, securities dealers, other regulated investment companies, or tax-exempt or tax-deferred plans, accounts or entities. Investors other than U.S. persons may be subject to different U.S. federal income tax treatment, including a non-resident alien U.S. withholding tax at the rate of 30% or any lower applicable treaty rate on amounts treated as ordinary dividends from the Fund, special certification requirements to avoid U.S. backup withholding and claim any treaty benefits and U.S. estate tax. Shareholders should consult their own tax advisors on these matters and on state, local, foreign and other applicable tax laws.

Under recently enacted legislation and administrative guidance, the relevant withholding agent may be required to withhold 30% of any (a) income dividends paid after December 31, 2013 and (b) certain capital gains distributions and the proceeds of a sale of shares paid after December 31, 2014 to (i) a foreign financial institution unless such foreign financial institution agrees to verify, report and disclose certain of its U.S. accountholders and meets certain other specified requirements or (ii) a non-financial foreign entity that is the beneficial owner of the payment unless such entity certifies that it does not have any substantial U.S. owners or provides the name, address and taxpayer identification number of each substantial U.S. owner and such entity meets certain other specified requirements.

State Income Tax Matters Associated with Investment in the Funds

Shareholders of each Fund may exclude any exempt interest dividends paid to you by each Fund from your taxable income for purposes of the New York state income taxes and the New York City income tax, if the dividends can be excluded from your gross income for federal income tax purposes and if the dividends are attributable to interest on:

	obligations of the State of New York or its political subdivisions; or
	qualifying obligations of possessions of the United States.

Dividends from (or the value of) the Fund, including exempt interest dividends, may be taken into account in determining the New York State and New York City income and franchise taxes on business corporations, banking corporations and insurance companies when paid to (or held by) shareholders subject to such taxes.

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Board Considerations in Approving the Merger

On June 1, 2010, Invesco acquired the retail fund management business of Morgan Stanley, which included 32 Morgan Stanley and Van Kampen branded closed-end funds. This transaction filled gaps in Invescos product line and has enabled Invesco to expand its investment offerings to retail customers. The transaction also resulted in product overlap. The Merger proposed in this Proxy Statement is part of a larger group of mergers across Invescos fund platform that began in early 2011. The larger group of mergers is designed to put forth Invescos most compelling investment processes and strategies, reduce product overlap and create scale in the resulting funds.

Considerations of the Board of the Acquiring Fund

The Board of the Acquiring Fund (the Acquiring Fund Board) considered the Merger over a series of meetings. The Nominating Committee of the Acquiring Fund Board, which consists solely of trustees who are not interested persons, as that term is defined in the 1940 Act, of the Acquiring Fund (the Independent Trustees), met on November 1, 2011 to consider the Merger and to assist the Acquiring Fund Board in its consideration of the Merger. The Nominating Committee considered presentations from the Adviser on the proposed Merger and identified to the Adviser certain supplemental information to be prepared in connection with the presentation of the proposed Merger to the full Acquiring Fund Board. Prior to the November 15, 2011 meeting of the full Acquiring Fund Board, the Acquiring Fund Board met in executive session with the Nominating Committee to discuss the Committees consideration and review of the proposed Merger. The full Acquiring Fund Board met twice, on November 15, 2011 and November 28, 2011, to review and consider the Merger. The Acquiring Fund Board requested and received from the Adviser written materials containing relevant information about the Funds and the proposed Merger, including fee and expense information on an actual and pro forma estimated basis, and comparative portfolio composition and performance data.

The Acquiring Fund Board reviewed, among other information they deemed relevant, information comparing the following for each Fund on a current and pro forma basis: (1) investment objectives, policies and restrictions; (2) portfolio management; (3) portfolio composition; (4) comparative short-term and long-term investment performance and distribution yields; (5) expense ratios and expense structures, including contractual investment advisory fees and fee waiver agreements; (6) expected federal income tax consequences to the Funds, including any impact on capital loss carry forwards; (7) relative asset size; (8) trading information such as trading premiums/discounts for the Funds Common Shares; and (9) use of leverage and outstanding VMTP Shares. The Acquiring Fund Board discussed with the Adviser the Advisers process for selecting and analyzing the Funds that had been proposed to participate in the Merger and possible alternatives to the Merger, including liquidation and maintaining stand-alone funds, among other alternatives. The Acquiring Fund Board also discussed with the Adviser the Merger in the context of the larger group of completed and proposed reorganizations of funds in the fund complex, which were designed to rationalize the Invesco funds to seek to enhance visibility in the market place.

The potential benefits to the Acquiring Fund of the Merger considered by the Acquiring Fund Board, included (1) potential benefits resulting from the larger size of the combined fund, including the potential for (i) increased attention from the investment community, (ii) increased trading volume and tighter spreads and improved premium/discount levels for the combined funds Common Shares, (iii) improved purchasing power and more efficient transaction costs, and (iv) increased diversification of portfolio investments; (2) maintaining consistent portfolio management teams, processes and investment objectives and (3) reducing market confusion caused by similar product offerings.

The Acquiring Fund Board also considered the anticipated economic effects of the Merger on the combined funds fees and expenses, earnings, distribution rates, undistributed net investment company income and market price of Common Shares. The Board considered that (1) the Acquiring Funds management fee schedule will apply to the combined fund and, during the period the Advisers expense limitation is in effect, the Merger is anticipated to result in the combined fund having a lower total expense ratio than the Acquiring Fund, (2) the investment objective, strategies and related risks of the Target Fund and the Acquiring Fund are substantially similar; (3) the Funds have the same portfolio management teams; (4) shareholders would become shareholders of the larger combined fund; and (5) the allocation of expenses of the Merger, including the Adviser paying all of the Merger costs. The Acquiring Fund Board also considered the expected tax free nature of the Merger for each Fund and its shareholders for federal income tax purposes.

Based upon the information and considerations summarized above, the Acquiring Fund Board unanimously concluded that the Merger is in the best interests of the Acquiring Fund

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and the shareholders of the Acquiring Fund and that no dilution of net asset value would result to the shareholders of the Acquiring Fund from the Merger. Consequently, on November 28, 2011, the Acquiring Fund Board, including the Independent Trustees voting separately, unanimously approved the Merger Agreement and the Merger and unanimously recommended that the shareholders of Acquiring Fund vote in favor of the Merger.

Considerations of the Board of the Target Fund

The Board of the Target Fund (the Target Fund Board) created an ad hoc committee (the Ad Hoc Merger Committee) to consider the Merger and to assist the Target Fund Board in consideration of such Merger. The Ad Hoc Merger Committee met separately two times, on October 17, 2011 and November 18, 2011, to discuss the proposed Merger. Two separate meetings of the Target Fund Board were also held to review and consider the Merger, including presentations by the Ad Hoc Merger Committee on its deliberations and, ultimately, recommendations. The trustees who are not interested persons, as that term is defined in the 1940 Act, of the Funds (the Independent Trustees) held a separate meeting in conjunction with the November 29-30, 2011 meeting of the full Target Fund Board to consider these matters. The Independent Trustees have been advised on this matter by independent legal counsel to the Independent Trustees. The Target Fund Board requested and received from the Adviser written materials containing relevant information about the Funds and the proposed Merger, including fee and expense information on an actual and pro forma estimated basis, and comparative portfolio composition and performance data.

The Target Fund Board reviewed, among other information they deemed relevant, information comparing the following: (1) investment objectives, policies and restrictions; (2) portfolio management; (3) portfolio composition; (4) comparative short-term and long-term investment performance and distribution yields; (5) current expense ratios and expense structures, including contractual investment advisory fees on a net asset basis and on a managed assets basis; (6) expected federal income tax consequences to the Target Fund, including any impact on capital loss carry forwards; (7) relative asset size; and (8) trading information such as trading premiums/discounts and bid/ask spreads.

The Target Fund Board considered the benefits to the Target Fund of (i) combining with a similar fund to create a larger fund, (ii) the Advisers paying all of the Merger costs, and (iii) the expected tax free nature of the Merger for the Target Fund and its shareholders for federal income tax purposes. The Target Fund Board also considered that the potential benefits to the Fund of the Merger might include (1) benefits resulting from the larger size of the combined fund, including the potential for (i) increased attention from the investment community, (ii) increased trading volume and tighter spreads and improved premium/discount levels for the combined funds Common Shares, (iii) improved purchasing power and more efficient transaction costs, and (iv) increased diversification of portfolio investments; (2) maintaining consistent portfolio management teams, processes and investment objectives; and (3) reducing market confusion caused by similar product offerings. In addition, the Target Fund Board considered the Acquiring Funds contractual advisory fee rate in light of the benefits of retaining the Adviser as the Acquiring Funds investment adviser, the services provided, and those expected to be provided, to the Acquiring Fund by the Adviser, and the terms and conditions of the Acquiring Funds advisory agreement.

After considering the foregoing, the Board of the Target Fund noted that:

| | the combined fund on a pro forma basis had a more than 1.90% higher Common Share
distribution yield (as a percentage of net asset value) than the Target Fund, even
after giving effect to the higher management fees and total expense ratio that will
apply to the combined fund before and after the expiration of fee waivers; |
| --- | --- |
| | as of July 31, 2011, the Acquiring Funds Common Shares had traded at an average
premium of 1.51% to its net asset value over the preceding 52 week period and, over the
same period, the Target Funds Common Shares had traded at an average discount of -7.21%; |
| | as of July 31, 2011, the Acquiring Fund Common Shares traded at an average discount
of -2.4% to its net asset value for the preceding month and, over the same period, the
Target Funds Common Shares had traded at an average discount of -8.4%; |
| | the average daily trading volume for the Acquiring Funds Common Shares was more
than three times the average daily trading volume of the Target Funds Common Shares;
and |

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The Target Fund Board also considered the Merger in the context of the larger group of mergers, which were designed to rationalize the Invesco funds in a way that can enhance visibility in the market place. The Target Fund Board discussed with the Adviser the possible alternatives to the Merger, including liquidation and maintaining the status quo, among other alternatives.

The Target Fund Board further considered that (i) the investment objective, strategies and related risks of the Target Fund and the Acquiring Fund are similar; (ii) the Target Fund and the Acquiring Fund have the same portfolio management team; (iii) shareholders would become shareholders of a single larger fund; (iv) the Advisers agreement to limit the Acquiring Funds total expenses if the Merger is completed, as disclosed above on a pro forma basis, for two years from the closing date of the Merger; and (v) the Advisers representation that, because of the similarity between the Funds investment objectives and strategies, the costs associated with repositioning the Target Funds investment portfolio in connection with the Merger would be minimal.

Based upon the information and considerations described above, the Target Fund Board unanimously concluded that the Merger is in the best interests of the Target Fund and that no dilution of net asset value would result to the shareholders of the Target Fund from the Merger. Consequently, the Target Fund Board unanimously approved the Merger Agreement and the Merger on November 29, 2011.

The discussion above summarizes certain information regarding the Funds considered by the Boards of the Acquiring Fund and the Target Fund, respectively, which was accurate as of the time of the Boards consideration of the Merger. There can be no assurance that the information considered by the Boards, including with respect to a Funds trading at a premium or discount, remains accurate as of the date hereof or at the closing of the Merger.

Federal Income Tax Considerations of the Merger

The following is a general summary of the material U.S. federal income tax considerations of the Merger and is based upon the current provisions of the Code, the existing U.S. Treasury Regulations thereunder, current administrative rulings of the IRS and published judicial decisions, all of which are subject to change. These considerations are general in nature and individual shareholders should consult their own tax advisors as to the federal, state, local, and foreign tax considerations applicable to them and their individual circumstances. These same considerations generally do not apply to shareholders who hold their shares in a tax-deferred account.

The Merger is intended to be a tax-free reorganization pursuant to Section 368(a) of the Code. As described above, the Merger will occur following the Redomestication of the Target Fund and the Acquiring Fund. The principal federal income tax considerations that are expected to result from the Merger of the Target Fund into the Acquiring Fund are as follows:

| | no gain or loss will be recognized by the Target Fund or the shareholders of the
Target Fund as a result of the Merger; |
| --- | --- |
| | no gain or loss will be recognized by the Acquiring Fund as a result of the
Merger; |
| | the aggregate tax basis of the shares of the Acquiring Fund to be received by a
shareholder of the Target Fund will be the same as the shareholders aggregate tax
basis of the shares of the Target Fund; and |
| | the holding period of the shares of the Acquiring Fund received by a
shareholder of the Target Fund will include the period that a shareholder held the
shares of the Target Fund (provided that such shares of the Target Fund are
capital assets in the hands of such shareholder as of the Closing). |

Neither the Target Fund nor the Acquiring Fund have requested or will request an advance ruling from the IRS as to the federal tax consequences of the Merger. As a condition to Closing, Stradley Ronon Stevens & Young,

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LLP will render a favorable opinion to the Target Fund and the Acquiring Fund as to the foregoing federal income tax consequences of the Merger, which opinion will be conditioned upon, among other things, the accuracy, as of the Closing Date, of certain representations of the Target Fund and the Acquiring Fund upon which Stradley Ronon Stevens & Young, LLP will rely in rendering its opinion. Such opinion of counsel may state that no opinion is expressed as to the effect of the Merger on the Target Fund, Acquiring Fund, or any Target Fund shareholder with respect to any transferred asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting. A copy of the opinion will be filed with the SEC and will be available for public inspection. See Where to Find Additional Information. In addition, Skadden, Arps, Slate, Meagher & Flom LLP will deliver an opinion to the Funds, subject to certain representations, assumptions and conditions, to the effect that the Acquiring Fund VMTP Shares received in the Mergers by holders of VMTP Shares of the Target Fund will qualify as equity in the Acquiring Fund for federal income tax purposes.

Opinions of counsel are not binding upon the IRS or the courts. If the Merger is consummated but the IRS or the courts determine that the Merger does not qualify as a tax-free reorganization under the Code, and thus is taxable, the Target Fund would recognize gain or loss on the transfer of its assets to the Acquiring Fund and each shareholder of the Target Fund would recognize a taxable gain or loss equal to the difference between its tax basis in its Target Fund shares and the fair market value of the shares of the Acquiring Fund it receives.

Each Fund may invest all or a substantial portion of its total assets in municipal securities that may subject certain investors to the federal alternative minimum tax (AMT bonds) and, therefore, a substantial portion of the income produced by each Fund may be taxable for such investors under the federal alternative minimum tax. If the Acquiring Fund following the Merger has a greater portion of its portfolio investments in AMT bonds than the Target Fund, a greater portion of the dividends paid by the Acquiring Fund to shareholders of the Target Fund, post-Closing, may be taxable under the federal alternative minimum tax. However, the portion of a Funds total assets invested in AMT Bonds on the Closing Date or in the future and the portion of income subject to federal alternative minimum tax cannot be known in advance. See the Schedule of Investments available in each Funds Annual Report for the portion of a Funds total assets that are invested in AMT Bonds at February 29, 2012.

The tax attributes, including capital loss carryovers, of the Target Fund move to the Acquiring Fund in the Merger. The capital loss carryovers of the Target Fund and the Acquiring Fund are available to offset future gains recognized by the combined fund, subject to limitations under the Code. Where these limitations apply, all or a portion of a Funds capital loss carryovers may become unavailable the effect of which may be to accelerate the recognition of taxable gain to the combined fund and its shareholders post-Closing. Under one such limitation, if a Fund has built-in gains at the time of Closing that are realized by the combined fund in the five-year period following the Merger, such built-in gains, when realized, may not be offset by the losses (including any capital loss carryovers and built in losses) of the other Fund. It is not anticipated that other limitations on use of a Funds capital loss carryovers, if any, would be material, although that depends on the facts at the time of closing of the Merger. At February 29, 2012, the Target Fund has aggregate capital loss carryovers of $0.7 million and the Acquiring Fund has aggregate capital loss carryovers of $28.5 million. For more information with respect to each Funds capital loss carryovers, please refer to the Funds shareholder report.

Shareholders of the Target Fund will receive a proportionate share of any taxable income and gains realized by the Acquiring Fund and not distributed to its shareholders prior to the Merger when such income and gains are

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eventually distributed by the Acquiring Fund. As a result, shareholders of the Target Fund may receive a greater amount of taxable distributions than they would have had the Merger not occurred. In addition, if the Acquiring Fund following the Merger has proportionately greater unrealized appreciation in its portfolio investments as a percentage of its net asset value than the Target Fund, shareholders of the Target Fund, post-Closing, may receive greater amounts of taxable gain as such portfolio investments are sold than they otherwise might have if the Merger had not occurred. At February 29, 2012, the unrealized appreciation (depreciation) in value of the portfolio investments of the Target Fund on a tax basis as a percentage of its net asset value is 11% for the Target Fund, compared to that of the Acquiring Fund of 12%, and 11% on a combined basis.

After the Merger, shareholders will continue to be responsible for tracking the adjusted tax basis and holding period of their shares for federal income tax purposes.

Tax Treatment of the VMTP Shares of the Acquiring Fund

The Fund expects that the VMTP Shares issued by the Acquiring Fund in the Merger in exchange for Target Fund VMTP Shares will be treated as equity of the Acquiring Fund for U.S. federal income tax purposes. Each Fund has received a private letter ruling from the IRS to the effect that VMTP Shares issued by it prior to the Redomestication and Merger will be treated as equity of such Fund for U.S. federal income tax purposes. Skadden, Arps, Slate, Meagher & Flom LLP (Special VMTP Federal Income Tax Counsel) is of the opinion that, and as a condition to the closing of the Merger will deliver to the Funds an opinion that, the VMTP Shares issued by the Acquiring Fund in the Merger in exchange for Target Fund VMTP Shares will be treated as equity of the Acquiring Fund for U.S. federal income tax purposes. An opinion of counsel is not binding on the IRS or any court. Thus, no assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to Special VMTP Federal Income Tax Counsels opinion.

The discussion herein assumes that the VMTP Shares issued by the Acquiring Fund in the Merger in exchange for Target Fund VMTP Shares will be treated as equity of the Acquiring Fund for U.S. federal income tax purposes.

Where to Find More Information

The SAI and each Funds shareholder reports contain further information on the Funds, including their investment policies, strategies and risks.

THE BOARDS UNANIMOUSLY RECOMMEND THAT YOU VOTE  FOR  THE APPROVAL OF PROPOSAL 2.

PROPOSAL 3: ELECTION OF TRUSTEES BY THE TARGET FUND

At the Meeting, VMTP Shareholders and Common Shareholders of the Target Fund, voting together as a single class, will vote on the election of the following six nominees for election as Trustees: James T. Bunch, Bruce L. Crockett, Rodney F. Dammeyer, Jack M. Fields, Martin L. Flanagan and Carl Frischling. All nominees have consented to being named in this Proxy Statement and have agreed to serve if elected.

The following table indicates the Trustees and the period for which each group currently serves:

Group I*	Group II**	Group III***
Albert R. Dowden	David C. Arch	James T. Bunch
Prema Mathai-Davis	Frank S. Bayley	Bruce L. Crockett
Hugo F. Sonnenschein	Larry Soll	Rodney F. Dammeyer
Raymond Stickel, Jr.	Philip A. Taylor	Jack M. Fields
	Wayne W. Whalen	Martin L. Flanagan
		Carl Frischling

| * | Currently serving until the year 2013 Annual Meeting or until their successors have been
duly elected and qualified. |
| --- | --- |
| ** | Currently serving until the year 2014 Annual Meeting or until their successors have been duly
elected and qualified. |

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*** If elected, to serve until the year 2015 Annual Meeting or until their successors have been duly elected and qualified.

If elected, each nominee will serve until the later of the Target Funds annual meeting of shareholders in 2015 or until his or her successor has been duly elected and qualified, or his or her earlier retirement, resignation or removal. As in the past, only one class of Trustees is being submitted to shareholders of the Target Fund for election at the Meeting. The Declaration of Trust of the Target Fund provides that the Board shall be divided into three classes, which must be as nearly equal in number as possible. For the Target 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 the Target Fund for up to a two-year period. The foregoing is subject to the provisions of the 1940 Act, applicable state law, each Funds Declaration of Trust and the Target Funds bylaws.

Prema Mathai-Davis and Frank S. Bayley, who are not part of the group of Trustees standing for election at the Meeting, have been designated to be elected solely by the holders of the VMTP Shares of the applicable Fund.

Common Shares of each Fund are also expected to vote on the election of the Trustee nominees, and their votes will be counted together as a single class with the VMTP Shares.

The business and affairs of the Target Fund are managed under the direction of its Board of Trustees. Below is information on the Trustees qualifications and experience.

Interested Trustees.

Martin L. Flanagan . Mr. Flanagan is president and chief executive officer of Invesco Ltd., a position he has held since August 2005. He is also a member of the Board of Directors of Invesco Ltd. Mr. Flanagan joined Invesco Ltd. from Franklin Resources, Inc., where he was president and co-chief executive officer from January 2004 to July 2005. Previously he had been Franklins co-president from May 2003 to January 2004, chief operating officer and chief financial officer from November 1999 to May 2003, and senior vice president and chief financial officer from 1993 until November 1999. Mr. Flanagan served as director, executive vice president and chief operating officer of Templeton, Galbraith & Hansberger, Ltd. before its acquisition by Franklin in 1992. Before joining Templeton in 1983, he worked with Arthur Anderson & Co. Mr. Flanagan is a chartered financial analyst and a certified public accountant. He serves as vice chairman of the Investment Company Institute and is a member of the executive board at the SMU Cox School of Business. The Target Fund Board believes that Mr. Flanagans long experience as an executive in the investment management area benefits the Target Fund.

Philip A. Taylor . Mr. Taylor has been the head of Invescos North American retail business as Senior Managing Director since April 2006. He previously served as chief executive officer of Invesco Trimark Investments since January 2002. Mr. Taylor joined Invesco in 1999 as senior vice president of operations and client services and later became executive vice president and chief operating officer. Mr. Taylor was president of Canadian retail broker Investors Group Securities from 1994 to 1997 and managing partner of Meridian Securities, an execution and clearing broker, from 1989 to 1994. He held various management positions with Royal Trust, now part of Royal Bank of Canada, from 1982 to 1989. He began his career in consumer brand management in the U.S. and Canada with Richardson-Vicks, now part of Procter & Gamble. The Target Fund Board believes that Mr. Taylors long experience in the investment management business benefits the Target Fund.

Wayne W. Whalen . Mr. Whalen is Of Counsel and, prior to 2010, was a partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Whalen is a Director of the Mutual Fund Directors Forum, a nonprofit membership organization for investment company directors, Chairman and Director of the Abraham Lincoln Presidential Library Foundation, and Director of the Stevenson Center for Democracy. From 1995 to 2010, Mr. Whalen served as Director and Trustee of investment companies in the Van Kampen Funds complex. The Target Fund Board believes that Mr. Whalens experience as a law firm partner and his experience as a director of investment companies benefits the Target Fund.

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Independent Trustees.

David C. Arch. Formerly, Mr. Arch was the Chairman and Chief Executive Officer of Blistex, Inc., a consumer health care products manufacturer. Mr. Arch is a member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago and member of the Board of the Illinois Manufacturers Association. Mr. Arch is also a member of the Board of Visitors, Institute for the Humanities, University of Michigan. From 1984 to 2010, Mr. Arch served as Director or Trustee of investment companies in the Van Kampen funds complex. The Target Fund Board believes that Mr. Archs experience as the CEO of a public company and his experience with investment companies benefits the Target Fund.

Frank S. Bayley . Mr. Bayley is a business consultant in San Francisco. He is Chairman and a Director of the C. D. Stimson Company, a private investment company in Seattle. Mr. Bayley serves as a Trustee of the Seattle Art Museum, a Trustee of San Francisco Performances, and a Trustee and Overseer of The Curtis Institute of Music in Philadelphia. He also serves on the East Asian Art Committee of the Philadelphia Museum of Art and the Visiting Committee for Art of Asia, Oceana and Africa of the Museum of Fine Arts, Boston. Mr. Bayley is a retired partner of the international law firm of Baker & McKenzie LLP, where his practice focused on business acquisitions and venture capital transactions. Prior to joining Baker & McKenzie LLP in 1986, he was a partner of the San Francisco law firm of Chickering & Gregory. He received his A.B. from Harvard College in 1961, his LL.B. from Harvard Law School in 1964, and his LL.M. from Boalt Hall at the University of California, Berkeley, in 1965. Mr. Bayley served as a Trustee of the Badgley Funds from inception in 1998 until dissolution in 2007. The Target Fund Board believes that Mr. Bayleys experience as a business consultant and a lawyer benefits the Target Fund.

James T. Bunch . From 1988 to 2010, Mr. Bunch was Founding Partner of Green Manning & Bunch, Ltd., a leading investment banking firm located in Denver, Colorado. Green Manning & Bunch is a FINRA-registered investment bank specializing in mergers and acquisitions, private financing of middle-market companies and corporate finance advisory services. Immediately prior to forming Green Manning & Bunch, Mr. Bunch was Executive Vice President, General Counsel, and a Director of Boettcher & Company, then the leading investment banking firm in the Rocky Mountain region. Mr. Bunch began his professional career as a practicing attorney. He joined the prominent Denver-based law firm of Davis Graham & Stubbs in 1970 and later rose to the position of Chairman and Managing Partner of the firm. At various other times during his career, Mr. Bunch has served as Chair of the NASD Business District Conduct Committee, and Chair of the Colorado Bar Association Ethics Committee. In June 2010, Mr. Bunch became the Managing Member of Grumman Hill Group LLC, a family office private equity investment manager. The Target Fund Board believes that Mr. Bunchs experience as an investment banker and investment management lawyer benefits the Target Fund.

Bruce L. Crockett . Mr. Crockett has more than 30 years of experience in finance and general management in the banking, aerospace and telecommunications industries. From 1992 to 1996, he served as president, chief executive officer and a director of COMSAT Corporation, an international satellite and wireless telecommunications company. Mr. Crockett has also served, since 1996, as chairman of Crockett Technologies Associates, a strategic consulting firm that provides services to the information technology and communications industries. Mr. Crockett also serves on the Board of Directors of ACE Limited, a Zurich-based insurance company. He is a life trustee of the University of Rochester Board of Directors. The Target Fund Board elected Mr. Crockett to serve as its Independent Chair because of his extensive experience in managing public companies and familiarity with investment companies.

Rodney F. Dammeyer . Since 2001, Mr. Dammeyer has been Chairman of CAC, LLC, a private company offering capital investment and management advisory services. Previously, Mr. Dammeyer served as Managing Partner at Equity Group Corporate Investments; Chief Executive Officer of Anixter International; Senior Vice President and Chief Financial Officer of Household International, Inc.; and Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. Mr. Dammeyer was a Partner of Arthur Andersen & Co., an international accounting firm. Mr. Dammeyer currently serves as a Director of Quidel Corporation and Stericycle, Inc. Previously, Mr. Dammeyer served as a Trustee of The Scripps Research Institute; and a Director of Ventana Medical Systems, Inc.; GATX Corporation; TheraSense, Inc.; TeleTech Holdings Inc.; and Arris Group, Inc. From 1987 to 2010, Mr. Dammeyer served as Director or Trustee of investment companies in the Van Kampen funds complex. The Target Fund Board believes that Mr. Dammeyers experience in executive positions at a number of

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public companies, his accounting experience and his experience serving as a director of investment companies benefits the Target Fund.

Albert R. Dowden . Mr. Dowden retired at the end of 1998 after a 24-year career with Volvo Group North America, Inc. and Volvo Cars of North America, Inc. Mr. Dowden joined Volvo as general counsel in 1974 and was promoted to increasingly senior positions until 1991 when he was appointed president, chief executive officer and director of Volvo Group North America and senior vice president of Swedish parent company AB Volvo. Since retiring, Mr. Dowden continues to serve on the board of the Reich & Tang Funds and also serves on the boards of Homeowners of America Insurance Company and its parent company, as well as Natures Sunshine Products, Inc. and The Boss Group. Mr. Dowdens charitable endeavors currently focus on Boys & Girls Clubs where he has been active for many years, as well as several other not-for-profit organizations. Mr. Dowden began his career as an attorney with a major international law firm, Rogers & Wells (1967-1976), which is now Clifford Chance. The Target Fund Board believes that Mr. Dowdens extensive experience as a corporate executive benefits the Target Fund.

Jack M. Fields . Mr. Fields served as a member of Congress, representing the 8th Congressional District of Texas from 1980 to 1997. As a member of Congress, Mr. Fields served as Chairman of the House Telecommunications and Finance Subcommittee, which has jurisdiction and oversight of the Federal Communications Commission and the Securities and Exchange Commission. Mr. Fields co-sponsored the National Securities Markets Improvements Act of 1996, and played a leadership role in enactment of the Private Securities Litigation Reform Act of 1995. Mr. Fields currently serves as Chief Executive Officer of the Twenty-First Century Group in Washington, D.C., a bipartisan Washington consulting firm specializing in Federal government affairs. Mr. Fields also serves as a Director of Insperity (formerly known as Administaff) (NYSE: ASF), a premier professional employer organization with clients nationwide. In addition, Mr. Fields sits on the Board of the Discovery Channel Global Education Fund, a nonprofit organization dedicated to providing educational resources to people in need around the world through the use of technology. The Target Fund Board believes that Mr. Fields experience in the House of Representatives, especially concerning regulation of the securities markets, benefits the Target Fund.

Carl Frischling . Mr. Frischling is senior partner of the Financial Services Group of Kramer Levin. He is a pioneer in the field of bank-related mutual funds and has counseled clients in developing and structuring comprehensive mutual fund complexes. Mr. Frischling also advises mutual funds and their independent trustees/directors on their fiduciary obligations under federal securities laws. Prior to his practicing law, he was chief administrative officer and general counsel of a large mutual fund complex that included a retail and institutional sales force, investment counseling and an internal transfer agent. During his ten years with the organization, he developed business expertise in a number of areas within the financial services complex. He served on the Investment Company Institute board and was involved in ongoing matters with all of the regulatory areas overseeing this industry. Mr. Frischling is a board member of the Mutual Fund Directors Forum. He also serves as a Trustee of the Reich & Tang Funds, a registered investment company. Mr. Frischling serves as a Trustee of the Yorkville Youth Athletic Association and is a member of the Advisory Board of Columbia University Medical Center. The Target Fund Board believes that Mr. Frischlings experience as an investment management lawyer and his long involvement with investment companies benefits the Target Fund.

Dr. Prema Mathai-Davis . Prior to her retirement in 2000, Dr. Mathai-Davis served as Chief Executive Officer of the YWCA of the USA. Prior to joining the YWCA, Dr. Mathai-Davis served as the Commissioner of the New York City Department for the Aging. She was a Commissioner of the New York Metropolitan Transportation Authority of New York, the largest regional transportation network in the U.S. Dr. Mathai-Davis also serves as a Trustee of the YWCA Retirement Fund, the first and oldest pension fund for women, and on the advisory board of the Johns Hopkins Bioethics Institute. Dr. Mathai-Davis was the president and chief executive officer of the Community Agency for Senior Citizens, a non-profit social service agency that she established in 1981. She also directed the Mt. Sinai School of Medicine-Hunter College Long-Term Care Gerontology Center, one of the first of its kind. The Target Fund Board believes that Dr. Mathai-Davis extensive experience in running public and charitable institutions benefits the Target Fund.

Dr. Larry Soll . Formerly, Dr. Soll was chairman of the board (1987 to 1994), chief executive officer (1982 to 1989; 1993 to 1994), and president (1982 to 1989) of Synergen Corp., a biotechnology company, in Boulder,

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Colorado. He was also a faculty member at the University of Colorado (1974-1980). The Target Fund Board believes that Dr. Solls experience as a chairman of a public company and in academia benefits the Target Fund.

Hugo F. Sonnenschein . Mr. Sonnenschein is the Distinguished Service Professor and President Emeritus of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Until July 2000, Mr. Sonnenschein served as President of the University of Chicago. Mr. Sonnenschein is a Trustee of the University of Rochester and a member of its investment committee. He is also a member of the National Academy of Sciences and the American Philosophical Society, and a Fellow of the American Academy of Arts and Sciences. From 1994 to 2010, Mr. Sonnenschein served as Director or Trustee of investment companies in the Van Kampen funds complex. The Target Fund Board believes that Mr. Sonnenscheins experiences in academia and in running a university, and his experience as a director of investment companies benefits the Target Fund.

Raymond Stickel, Jr. Mr. Stickel retired after a 35-year career with Deloitte & Touche. For the last five years of his career, he was the managing partner of the investment management practice for the New York, New Jersey and Connecticut region. In addition to his management role, he directed audit and tax services to several mutual fund clients. Mr. Stickel began his career with Touche Ross & Co. in Dayton, Ohio, became a partner in 1976 and managing partner of the office in 1985. He also started and developed an investment management practice in the Dayton office that grew to become a significant source of investment management talent for Touche Ross & Co. In Ohio, he served as the audit partner on numerous mutual funds and on public and privately held companies in other industries. Mr. Stickel has also served on Touche Ross & Co.s Accounting and Auditing Executive Committee. The Target Fund Board believes that Mr. Stickels experience as a partner in a large accounting firm working with investment managers and investment companies, and his status as an Audit Committee Financial Expert, benefits the Target Fund.

Additional biographical information regarding the Trustees can be found in Exhibit F. Information on the Target Fund Boards leadership structure, role in risk oversight, and committees and meetings can be found in Exhibit G. Information on the remuneration of Trustees can be found in Exhibit H. Information on the executive officers of the Target Fund is available in Exhibit E. Information on the Target Funds independent registered public accounting firm is available in Exhibit I.

THE BOARD OF THE TARGET FUND UNANIMOUSLY RECOMMENDS A VOTE FOR ALL OF THE NOMINEES.

PROPOSAL 4: ELECTION OF TRUSTEES BY THE ACQUIRING FUND

(a) At the Meeting, VMTP Shareholders and Common Shareholders of the Acquiring Fund, voting together as a single class, will vote to elect one Class II Trustee (Wayne W. Whalen is the nominee).

(b) At the Meeting, the VMTP Shareholders of the Acquiring Fund will vote as a separate class on the election of one Class II Trustee (Linda Hutton Heagy is the nominee) designated to be elected solely by VMTP Shareholders.

If elected, each nominee will serve until the later of the Funds annual meeting of shareholders in 2015 or until his or her successor has been duly elected and qualified, or his or her earlier retirement, resignation or removal. As in the past, only one class of Trustees is being submitted to shareholders of the Acquiring Fund for election at the Meeting. The Declaration of Trust of the Acquiring Fund provides that the Board shall be divided into three classes, which must be as nearly equal in number as possible. For the Acquiring 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 the Acquiring Fund for up to a two-year period. The foregoing is subject to the provisions of the 1940 Act, applicable state law, the Acquiring Funds Declaration of Trust, and the Acquiring Funds bylaws.

The Trustees who make up the various classes of the Board of the Acquiring Fund are shown in the chart below:

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Class I	Class II	Class III
David C. Arch	Wayne W. Whalen	Colin D. Meadows
Jerry D. Choate	Rodney Dammeyer (2)	R. Craig Kennedy
Howard J Kerr(2)	Linda Hutton Heagy (1)	Jack E. Nelson (2)
Suzanne H. Woolsey, Ph.D.		Hugo F. Sonnenschein (1)

| (1) | Linda Hutton Heagy and Hugo F. Sonnenschein are designated to be elected solely
by the Preferred Shareholders voting as a separate class. |
| --- | --- |
| (2) | Pursuant to the Acquiring Funds Trustee retirement policy, Howard J Kerr and
Jack E. Nelson are retiring from the Board effective as of the Meeting. Rodney
Dammeyer is not standing for reelection as Trustee of the Acquiring Fund and his term
of office will expire at the Meeting. The Acquiring Funds Board has reduced the size
of the Board to eight Trustees effective as of the Meeting. |

The business and affairs of the Acquiring Fund are managed under the direction of its Board of Trustees. The Acquiring Fund Board seeks to provide shareholders with a highly qualified, highly capable and diverse group of Board members reflecting the diversity of investor interests underlying the Acquiring Fund and with a diversity of backgrounds, experience and skills that the Acquiring Fund Board considers desirable and necessary to its primary goal protecting and promoting shareholders interests. While the Acquiring Fund Board does not require that its members meet specific qualifications, the Acquiring Fund Board has historically sought to recruit and continues to value individual Board members that add to the overall diversity of the Acquiring Fund 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 below, the Acquiring Fund 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 Acquiring Fund Board understanding and insight into the operations of the Acquiring Fund and add range and depth to the Acquiring Fund Board. As part of its governance oversight, the Acquiring Fund Board conducts an annual self-effectiveness survey which includes, among other things, evaluating the Acquiring Fund 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 Acquiring Fund Boards (and each committees) size, composition, qualifications (including diversity of characteristics, experience and subject matter expertise) and overall performance.

The Acquiring Fund 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 Acquiring Fund Board believes that each Trustee is qualified to serve as a Trustee.

Independent Trustees.

David C. Arch . Formerly, Mr. Arch was the Chairman and Chief Executive Officer of Blistex, Inc., a consumer health care products manufacturer. Mr. Arch is a member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago and member of the Board of the Illinois Manufacturers Association. Mr. Arch is also a member of the Board of Visitors, Institute for the Humanities, University of Michigan. From 1984 to 2010, Mr. Arch served as Director or Trustee of investment companies in the Van Kampen Funds complex. The Board believes that Mr. Archs experience as the CEO of a public company and his experience with investment companies benefits the Acquiring Fund.

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Jerry D. Choate . Mr. Choate has been a member of the Board of one or more funds in the Invesco fund complex since 2003. The Acquiring Fund Board believes that Mr. Choates experience as the chairman and chief executive officer of a public company and a director of several public companies, his service as a Trustee of funds in the Invesco fund complex and his experience as a director of other investment companies benefits the Acquiring Fund.

Rodney F. Dammeyer . Since 2001, Mr. Dammeyer has been Chairman of CAC, LLC, a private company offering capital investment and management advisory services. Previously, Mr. Dammeyer served as Managing Partner at Equity Group Corporate Investments; Chief Executive Officer of Anixter International; Senior Vice President and Chief Financial Officer of Household International, Inc.; and Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. Mr. Dammeyer was a Partner of Arthur Andersen & Co., an international accounting firm. Mr. Dammeyer currently serves as a Director of Quidel Corporation and Stericycle, Inc. Previously, Mr. Dammeyer served as a Trustee of The Scripps Research Institute; and a Director of Ventana Medical Systems, Inc.; GATX Corporation; TheraSense, Inc.; TeleTech Holdings Inc.; and Arris Group, Inc. From 1987 to 2010, Mr. Dammeyer served as Director or Trustee of investment companies in the Van Kampen Funds complex. The Board believes that Mr. Dammeyers experience in executive positions at a number of public companies, his accounting experience and his experience serving as a director of investment companies benefits the Acquiring Fund. Mr. Dammeyer is not standing for reelection and his term of office as Trustee of the Acquiring Fund will expire at the Meeting.

Linda Hutton Heagy . Ms. Heagy has been a member of the Board of one or more funds in the Invesco fund complex since 2003. The Acquiring Fund Board believes that Ms. Heagys experience in executive positions at a number of bank and trust companies and as a member of the board of several organizations, her service as a Trustee of funds in the Invesco fund complex and her experience serving as a director of other investment companies benefits the Acquiring Fund.

R. Craig Kennedy . Mr. Kennedy has been a member of the Board of one or more funds in the Invesco fund complex since 2003. The Acquiring Fund Board believes that Mr. Kennedys experience in executive positions at a number of foundations, his investment experience, his service as a Trustee of funds in the Invesco fund complex and his experience serving as a director of other investment companies benefits the Acquiring Fund.

Howard J Kerr . Mr. Kerr has been a member of the Board of one or more funds in the Invesco fund complex since 1992. The Acquiring Fund Board believes that Mr. Kerrs experience in executive positions at a number of companies, his experience in public service, his service as a Trustee of funds in the Invesco fund complex and his experience serving as a director of other investment companies benefits the Acquiring Fund. Pursuant to the Acquiring Fund Boards Trustee retirement policy, Mr. Kerr is retiring from the Acquiring Fund Board effective as of the Meeting.

Jack E. Nelson . Mr. Nelson has been a member of the Board of one or more funds in the Invesco fund complex since 2003. The Acquiring Fund Board believes that Mr. Nelsons experience in executive positions at a number of companies and as a member of several financial and investment industry organizations, his service as a Trustee of funds in the Invesco fund complex and his experience serving as a director of other investment companies benefits the Acquiring Fund. Pursuant to the Acquiring Fund Boards Trustee retirement policy, Mr. Nelson is retiring from the Acquiring Fund Board effective as of the Meeting.

Hugo F. Sonnenschein . Mr. Sonnenschein is the Distinguished Service Professor and President Emeritus of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Until July 2000, Mr. Sonnenschein served as President of the University of Chicago. Mr. Sonnenschein is a Trustee of the University of Rochester and a member of its investment committee. He is also a member of the National Academy of Sciences and the American Philosophical Society, and a Fellow of the American Academy of Arts and Sciences. From 1994 to 2010, Mr. Sonnenschein served as Director or Trustee of investment companies in the Van Kampen Funds complex. The Board believes that Mr. Sonnenscheins experiences in academia and in running a university, and his experience as a director of investment companies benefits the Acquiring Fund.

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Suzanne H. Woolsey . Ms. Woolsey has been a member of the Board of one or more funds in the Invesco fund complex since 2003. The Acquiring Fund Board believes that Ms. Woolseys experience as a director of numerous organizations, her service as a Trustee of funds in the Invesco fund complex and her experience as a director of other investment companies benefits the Acquiring Fund.

Interested Trustees.

Colin D. Meadows . Mr. Meadows has been a member of the Board of one or more funds in the Invesco fund complex since 2010. The Acquiring Fund Board believes that Mr. Meadows financial services and asset management experience benefits the Acquiring Fund.

Additional biographical information regarding the Trustees can be found in Exhibit J. Information on the Acquiring Fund Boards leadership structure, role in risk oversight, and committees and meetings can be found in Exhibit K. Information on the remuneration of Trustees can be found in Exhibit L Information on the executive officers of the Acquiring Fund is available in Exhibit E. Information on the Acquiring Funds independent registered public accounting firm is available in Exhibit I.

THE BOARD OF THE ACQUIRING FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE NOMINEE.

VOTING INFORMATION

How to Vote Your Shares

There are several ways you can vote your shares, including in person at the Meeting, by mail, by telephone, or via the Internet. The proxy card that accompanies this Proxy Statement provides detailed instructions on how you may vote your shares.

If you properly fill in and sign your proxy card and send it to us in time to vote at the Meeting, your proxy (the individuals named on your proxy card) will vote your shares as you have directed. If you sign your proxy card but do not make specific choices, your proxy will vote your shares FOR each Proposal and for all of the Trustee nominees, in accordance with the recommendations of the Board of your Fund, and in the proxys best judgment on other matters.

Why are you sending me the Proxy Statement?

You are receiving this Proxy Statement because you own VMTP Shares of a Fund as of the Record Date and have the right to vote on the very important proposals described herein concerning your Fund. This Proxy Statement contains information that shareholders of the Funds should know before voting on the proposals.

About the Proxy Statement and the Meeting

We are sending you this Proxy Statement and the enclosed proxy card because the Board is soliciting your proxy to vote at the Meeting and at any adjournments or postponements of the Meeting. This Proxy Statement gives you information about the business to be conducted at the Meeting. Fund shareholders may vote by appearing in person at the Meeting and following the instructions below. You do not need to attend the Meeting to vote, however. Instead, you may simply complete, sign, and return the enclosed proxy card or vote by following the instructions on the enclosed proxy card to vote via telephone or the Internet.

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Shareholders of record of the Funds as of the close of business on the Record Date are entitled to vote at the Meeting. The number of outstanding shares of each class of each Fund on the Record Date can be found at Exhibit M. Each shareholder is entitled to one vote for each full share held and a proportionate fractional vote for each fractional share held. The Funds expect that Common Shares will also be voted at the Meeting. This Proxy Statement is not a solicitation for any votes of the Common Shares of any Fund.

Attendance at the Meeting is generally limited to shareholders and their authorized representatives. All shareholders must bring an acceptable form of identification in order to attend the Meeting in person.

Proxies will have the authority to vote and act on behalf of shareholders at any adjournment of the Meeting. It is the intention of the persons named in the enclosed proxy card to vote the shares represented by them for each proposal and for all of the Trustee nominees, unless the proxy card is marked otherwise. If a shareholder gives a proxy, the shareholder may revoke the authorization at any time before it is exercised by sending in another proxy card with a later date or by notifying the Secretary of the Fund in writing at the address of the Fund set forth on the cover page of this Proxy Statement before the Meeting that the shareholder has revoked its proxy. In addition, although merely attending the Meeting will not revoke your proxy, if a shareholder is present at the Meeting, the shareholder may withdraw the proxy and vote in person.

Quorum Requirement and Adjournment

A quorum of shareholders is necessary to hold a valid shareholder meeting of each Fund. Under the governing documents of the Target Fund, the holders of a majority of the Funds shares issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum for the transaction of business. Under the governing documents of the Acquiring Fund, the holders of a majority of the outstanding shares of each class or series or combined class entitled to vote thereat of the Fund present in person or by proxy shall constitute a quorum at the Meeting.

If a quorum is not present at the Meeting, it may be adjourned, with the vote of the majority of the votes present or represented by proxy, to allow additional solicitations of proxies in order to attain a quorum. For the Target Fund, the shareholders present in person or represented by proxy and entitled to vote at the Meeting will also have the power to adjourn the Meeting from time to time if the vote required to approve or reject any proposal described herein is not obtained, with proxies, including abstentions and broker non-votes, being voted for or against adjournment consistent with the votes for and against the proposal for which the required vote has not been obtained. For the Acquiring Fund, the shareholders present in person or represented by proxy and entitled to vote at the Meeting will also have the power to adjourn the Meeting from time to time if the vote required to approve or reject any proposal described herein is not obtained, with proxies, including abstentions and broker non-votes, being voted for adjournment, provided the proxies 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. The affirmative vote of the holders of a majority of a Funds shares then present in person or represented by proxy shall be required to so adjourn the Meeting.

In the event that a shareholder of a Fund present at the Meeting objects to the holding of a joint meeting and moves for an adjournment of the meeting of such Fund to a time immediately after the Meeting so that such Funds meeting may be held separately, the persons named as proxies will vote in favor of such adjournment.

Abstentions and broker non-votes (described below) are counted as present and will be included for purposes of determining whether a quorum is present for each Fund at the Meeting, but are not considered votes cast at the Meeting. Abstentions and broker non-votes will have the same effect as a vote against Proposals 1, 2, or 3, because their approval requires the affirmative vote of a percentage of the outstanding shares of the applicable Fund or of a certain proportion of the shares present at the Meeting, as opposed to a percentage of votes cast. For Proposal 4, abstentions and broker non-votes will have no effect because only a plurality of votes is required to elect a Trustee nominee. A proxy card marked withhold with respect to the election of Trustees would have the same effect as an abstention.

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Broker non-votes occur when a proposal that is routine (such as the election of trustees) is voted on at a meeting alongside a proposal that is non-routine (such as the Redomestication or Merger proposals). Under New York Stock Exchange rules, brokers may generally vote in their discretion on routine proposals, but are generally not able to vote on a non-routine proposal in the absence of express voting instructions from beneficial owners. As a result, where both routine and non-routine proposals are voted on at the same meeting, proxies voted by brokers on the routine proposals are considered votes present but are not votes on non-routine proposals. Because both routine and non-routine proposals will be voted on at the Meeting, the Funds anticipate receiving broker non-votes with respect to Proposals 1 and 2. No broker non-votes are anticipated with respect to Proposals 3 and 4 because they are considered routine proposals on which brokers typically may vote in their discretion.

Votes Necessary to Approve the Proposals

Common Shares and VMTP Shares of each Fund are entitled to vote at the Meeting. This Proxy Statement is not a solicitation for any votes of the Common Shares of any Fund. Each Fund will solicit the vote of its Common Shares via a separate proxy statement. VMTP Shares are subject to a voting trust requiring that certain voting rights of the VMTP Shares must be exercised as directed by an unaffiliated third party. Votes by VMTP Shares to elect Trustees are subject to the voting trust, but votes regarding the Redomestications and the Merger are not subject to the voting trust.

Each Funds Board has unanimously approved the Funds Plan of Redomestication discussed in Proposal 1. Shareholder approval of each Funds Plan of Redomestication requires the affirmative vote of the holders of a majority of the Common Shares and the VMTP Shares outstanding and entitled to vote, voting as separate classes, of such Fund. Proposal 1 may be approved and implemented for a Fund regardless of whether shareholders approve any other Proposal applicable to the Fund.

Each Funds Board has unanimously approved the Funds Plan of Merger discussed in Proposal 2. Shareholder approval of the Plan of Merger requires the affirmative vote of the holders of a majority of each of the Common Shares and VMTP Shares outstanding and entitled to vote, voting as separate classes, of the Target Fund and the Acquiring Fund. Proposal 2 may be approved and implemented only if Proposal 1 is also approved by both the Target Fund and the Acquiring Fund and regardless of whether shareholders approve any other Proposal applicable to the Funds.

With respect to Proposal 3, the affirmative vote of the holders of a majority of the Common Shares and VMTP Shares, voting as a single class, of the Target Fund represented in person or by proxy and entitled to vote at the Meeting is required to elect each nominee for Trustee of the Target Fund. Proposal 3 may be approved and implemented for the Target Fund regardless of whether shareholders approve any other Proposal applicable to the Fund.

With respect to Proposal 4(a), the affirmative vote of a plurality of the Common Shares and VMTP Shares, voting as a single class, of the Acquiring Fund present at the Meeting in person or by proxy is required to elect the nominee for Trustee for the Acquiring Fund. With respect to Proposal 4(b), the affirmative vote of a plurality of the VMTP Shareholders of the Acquiring Fund, voting as a separate class, present at the Meeting in person or by proxy is required to elect the Trustees designated to be elected solely by the VMTP Shareholders. Proposal 4 may be approved and implemented for the Acquiring Fund regardless of whether shareholders approve any other Proposal applicable to the Fund.

Proxy Solicitation

The Funds have engaged the services of Computershare Fund Services (the Solicitor) to assist in the solicitation of proxies for the Meeting. The costs of this proxy solicitation are estimated to be $10,000 for the Target Fund and $20,000 for the Acquiring Fund. The VMTP Sharesholders are not expected to bear any of these costs. The Funds officers may also solicit proxies but will not receive any additional or special compensation for any such solicitation.

Under the agreement with the Solicitor, the Solicitor will be paid a project management fee as well as telephone solicitation expenses incurred for reminder calls, outbound telephone voting, confirmation of telephone votes, inbound telephone contact, obtaining shareholders telephone numbers, and providing additional materials upon shareholder request. The agreement also provides that the Solicitor shall be indemnified against certain liabilities and expenses, including liabilities under the federal securities laws.

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OTHER MATTERS

Share Ownership by Large Shareholders, Management and Trustees

Information on each person who as of the Record Date, to the knowledge of each Fund, owned 5% or more of the outstanding shares of a class of such Fund can be found at Exhibit N. Information regarding Target Fund Trustee ownership of shares of the Target Fund and of shares of all registered investment companies in the Fund Complex overseen by such Trustee can be found at Exhibit F. Information regarding Acquiring Fund Trustee ownership of shares of the Acquiring Fund and of shares of all registered investment companies in the Fund Complex overseen by such Trustee can be found at Exhibit J. To the best of the knowledge of each Fund, the ownership of shares of any Fund by executive officers and Trustees of such Fund as a group constituted less than 1% of each outstanding class of shares of such Fund as of the Record Date.

Annual Meetings of the Funds

If the Merger is completed, the Target Fund will not hold an annual meeting in 2013. If the Merger does not take place, the Target Funds Board will announce the date of the Target Funds 2013 annual. The Acquiring Fund will hold an annual meeting in 2013 regardless of whether the Merger is consummated.

Shareholder Proposals

Shareholder proposals intended to be presented at the year 2013 annual meeting of shareholders for a Fund pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the Exchange Act), must be received by the Funds Secretary at the Funds principal executive offices by February 18, 2013 in order to be considered for inclusion in the Funds proxy statement and proxy card relating to that meeting. Timely submission of a proposal does not necessarily mean that such proposal will be included in the Funds proxy statement. Pursuant to each Funds governing documents as anticipated to be in effect before the 2013 annual meeting, if a shareholder wishes to make a proposal at the year 2013 annual meeting of shareholders without having the proposal included in a Funds proxy statement, then such proposal must be received by the Funds Secretary at the Funds principal executive offices not earlier than March 19, 2013 and not later than April 18, 2013. If a shareholder fails to provide timely notice, then the persons named as proxies in the proxies solicited by the Board for the 2013 annual meeting of shareholders may exercise discretionary voting power with respect to any such proposal. Any shareholder who wishes to submit a proposal for consideration at a meeting of such shareholders Fund should send such proposal to the Funds Secretary at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309, Attn: Secretary.

Shareholder Communications

Shareholders may send communications to each Funds Board. Shareholders should send communications intended for a Board or for a Trustee by addressing the communication directly to the Board or individual Trustee and/or otherwise clearly indicating that the communication is for the Board or individual Trustee and by sending the communication to either the office of the Secretary of the applicable Fund or directly to such Trustee at the address specified for such Trustee in Exhibits F and K. Other shareholder communications received by a 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.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 30(h) of the 1940 Act and Section 16(a) of the Exchange Act require each of the Funds Trustees, officers, and investment advisers, affiliated persons of the investment advisers, and persons who own more than 10% of a registered class of a Funds equity securities, to file forms with the SEC and the Exchanges, reporting their affiliation with the Fund and reports of ownership and changes in ownership of such securities. These persons and entities are required by SEC regulations to furnish such Fund with copies of all such forms they file. Based on a review of these forms furnished to each Fund, the Fund believes that during its last fiscal year, its Trustees, its officers, the Adviser and affiliated persons of the Adviser complied with the applicable filing requirements.

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Other Meeting Matters

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. The Funds know of no business, other than the proposals described in this Proxy Statement, that will, or are proposed to, be presented for consideration at the Meeting. If any other matters are properly presented, the persons named on the enclosed proxy cards shall vote proxies in accordance with their best judgment.

WHERE TO FIND ADDITIONAL INFORMATION

This Proxy Statement does not contain all the information set forth in the annual and semi-annual reports filed by the Funds as such documents have been filed with the SEC. The financial highlights of each Fund for the year ended February 29, 2012 are available in the Funds annual report for the year ended February 29, 2012 on Form N-CSR. The SAI (which is part of the registration statement for the Acquiring Funds Common Shares and is not incorporated herein by reference or deemed to be part of this Proxy Statement) includes additional information about the Funds. The SEC file number of each Fund, which contains the Funds shareholder reports and other filings with the SEC, is 811-06537 for the Acquiring Fund, and 811-07562 for the Target Fund.

Each Fund is subject to the informational requirements of the Exchange Act and the 1940 Act and in accordance therewith, each Fund files reports and other information with the SEC. Reports, proxy materials, registration statements and other information filed may be inspected without charge and copied at the public reference facilities maintained by the SEC at Room 1580, 100 F Street, N.E., Washington, D.C. 20549. Copies of such material may also be obtained from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549, at the prescribed rates. The SEC maintains a website at www.sec.gov that contains information regarding the Funds and other registrants that file electronically with the SEC. Reports, proxy materials and other information concerning the Funds can also be inspected at the Exchanges.

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Exhibit A

Form of Agreement and Plan of Redomestication

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Exhibit B

Comparison of Governing Documents

The Target Fund is a Massachusetts business trust (the MA Trust). Under Proposal 1, if approved, the MA Trust will reorganize into a newly formed Delaware statutory trust (a DE Trust). The following is a discussion of certain provisions of the governing instruments and governing laws of the MA Trust and its corresponding DE Trust, but is not a complete description thereof. Further information about the Funds governance structure is contained in the Funds shareholder reports and its governing documents.

Shares. The Trustees of the MA Trust have the power to issue shares, including preferred shares, without shareholder approval. The governing documents of the MA Trust indicate that the amount of common shares that the MA Trust may issue is unlimited. Preferred shares are limited to the amount set forth in the Declarations (defined below). Shares of the MA Trust have no preemptive rights.

The Trustees of the DE Trust have the power to issue shares, including preferred shares, without shareholder approval. The governing documents of the DE Trust indicate that the amount of common and preferred shares that the DE Trust may issue is unlimited. Shares of the DE Trust have no preemptive rights.

Organization . The MA Trust is organized as a Massachusetts business trust, under the laws of the Commonwealth of Massachusetts. The MA Trust is governed by its Declaration of Trust (a Declaration) and its bylaws, each as may be amended, and its business and affairs are managed under the supervision of its Board of Trustees.

The DE Trust is organized as a Delaware statutory trust pursuant to the Delaware Statutory Trust Act (Delaware Act). The DE Trust is governed by its Amended and Restated Agreement and Declaration of Trust (also, a Declaration and together with the Declaration of the MA Trust, the Declarations) and its bylaws, and its business and affairs are managed under the supervision of its Board of Trustees.

Composition of the Board of Trustees. The Boards of Trustees of both the MA Trust and the DE Trust are divided into three classes, with the election of each class staggered so that each class is only up for election once every three years.

Shareholder Meetings and Rights of Shareholders to Call a Meeting . The stock exchanges on which the MA Trust shares are currently, and DE Trusts shares will be, listed require annual meetings to elect trustees.

The governing instruments for each MA Trust provide that special meetings of shareholders may be called by the Chair or a majority of the Trustees. In addition, special meetings of shareholders may also be called by the Secretary of a MA Trust upon written request of shareholders holding and entitled to vote not less than a majority of all the votes entitled to be cast at such meeting for matters that do not require a separate vote by each class of shares.

The bylaws of the DE Trust authorize the Trustees to call a meeting of the shareholders for the election of Trustees. The bylaws of the DE Trust also authorize a meeting of shareholders held for any purpose determined by the Trustees. The bylaws of the DE Trust state that shareholders have no power to call a special meeting of shareholders.

Submission of Shareholder Proposals . The federal securities laws, which apply to the MA Trust and the DE Trust, require that certain conditions be met to present any proposal at a shareholder meeting. The matters to be considered and brought before an annual or special meeting of shareholders of the MA Trust and the DE Trust are limited to only those matters, including the nomination and election of Trustees, that are properly brought before the meeting. For proposals submitted by shareholders, the bylaws of the MA Trust and the DE Trust contain provisions which require that notice be given to the DE Trust or MA Trust, respectively, by an otherwise eligible shareholder in advance of the annual or special shareholder meeting in order for the shareholder to present a proposal at any such meeting and requires shareholders to provide certain information in connection with the proposal. These requirements are intended to provide the Board the opportunity to better evaluate the proposal and provide

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additional information to shareholders for their consideration in connection with the proposal. Failure to satisfy the requirements of these advance notice provisions means that a shareholder may not be able to present a proposal at the annual or special shareholder meeting.

In general, for nominations and any other proposals to be properly brought before an annual meeting of shareholders by a shareholder of the MA Trust, written notice must be delivered to the Secretary of the MA Trust not less than 60 days, nor more than 90 days, prior to the first anniversary of the preceding years annual meeting. If the annual meeting is not scheduled to be held within a period that commences 30 days before such anniversary and ends 30 days after such anniversary, the written notice must be delivered by the later of the 60 th day prior to the meeting or the 10 th day following the public announcement or disclosure of the meeting date. If the number of Trustees to be elected to the Board is increased and either all of the nominees for Trustee or the size of the increased Board are not publicly announced or disclosed at least 70 days prior to the first anniversary of the preceding years annual meeting, written notice will be considered timely if delivered to the Secretary of the MA Trust no later than the 10 th date of such public announcement or disclosure. With respect to the nomination of individuals for election to the Board of Trustees at a special shareholder meeting, written notice must be delivered by a shareholder of the MA Trust to the Secretary of the MA Trust no later than the 10 th date after such meeting is publicly announced or disclosed.

For nominations and any other proposals to be properly brought before an annual meeting of shareholders by a shareholder of the DE Trust, written notice must be delivered to the Secretary of the DE Trust not less than 90 days, nor more than 120 days, prior to the first anniversary of the preceding years annual meeting. If the annual meeting is not scheduled to be held within a period that commences 30 days before such anniversary and ends 30 days after such anniversary (an Other Annual Meeting Date), the written notice must be delivered by the later of the 90th day prior to the meeting or the 10th day following the public announcement or disclosure of the meeting date provided, however, that if the Other Annual Meeting Date was disclosed in the proxy statement for the prior years annual meeting, the dates for receipt of the written notice shall be calculated based on the Other Annual Meeting Date and disclosed in the proxy statement for the prior years annual meeting. If the number of Trustees to be elected to the Board is increased and either all of the nominees for Trustee or the size of the increased Board are not publicly announced or disclosed at least 70 days prior the first anniversary of the preceding years annual meeting, written notice will be considered timely if delivered to the Secretary of the DE Trust no later than the 10 th date of such public announcement or disclosure. With respect to the nomination of individuals for election to the Board of Trustees at a special shareholder meeting, written notice must be delivered by a shareholder of the DE Trust to the Secretary of the DE Trust no later than the 10 th date after such meeting is publicly announced or disclosed. Specific information, as set forth in the bylaws, about the nominee, the shareholder making the nomination, and the proposal must also be delivered, and updated as necessary if proposed at an annual meeting, by the shareholder of the DE Trust. The shareholder or a qualified representative must also appear at the annual or special meeting of shareholders to present about the nomination or proposed business.

Quorum . The governing instruments of the MA Trust provide that a quorum will exist if shareholders representing a majority of the issued and outstanding shares entitled to vote at a shareholder meeting are present in person or represented by proxy.

The bylaws of the DE Trust provide that a quorum will exist if shareholders representing a majority of the outstanding shares entitled to vote are present or represented by proxy, except when a larger quorum is required by applicable law or the requirements of any securities exchange on which shares are listed for trading, in which case the quorum must comply with such requirements.

Number of Votes; Aggregate Voting. The governing instruments of the MA Trust and the Declaration and bylaws of the DE Trust provide that each shareholder is entitled to one vote for each whole share held as to any matter on which the shareholder is entitled to vote, and a proportionate fractional vote for each fractional share held. The MA Trust and the DE Trust do not provide for cumulative voting for the election or removal of Trustees.

The governing instruments of the MA Trust generally provide that all share classes vote by class or series of the MA Trust, except as otherwise provided by applicable law, the governing instruments or resolution of the Trustees.

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The Declaration for the DE Trust generally provides that all shares are voted as a single class, except when required by applicable law, the governing instruments, or when the Trustees have determined that the matter affects the interests of one or more classes, then only the shareholders of all such affected classes are entitled to vote on the matter.

Derivative Actions. Shareholders of the MA Trust have the power to vote as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the MA Trust or its shareholders.

The Declaration for the DE Trust states that a shareholder may bring a derivative action on behalf of the DE Trust only if several conditions are met. These conditions include, among other things, a pre-suit demand upon the Board of Trustees and, unless a demand is not required, shareholders who hold at least a majority of the outstanding shares must join in the demand for the Board of Trustees to commence an action, and the Board of Trustees must be afforded a reasonable amount of time to consider such shareholder request and to investigate the basis of the claim.

Right to Vote . The 1940 Act provides that shareholders of a fund have the power to vote with respect to certain matters: specifically, for the election of trustees, the selection of auditors (under certain circumstances), approval of investment advisory agreements and plans of distribution, and amendments to policies, goals or restrictions deemed to be fundamental. Shareholders also have the right to vote on certain matters affecting a fund or a particular share class thereof under their respective governing instruments and applicable state law. The following summarizes the matters on which shareholders have the right to vote as well as the minimum shareholder vote required to approve the matter. For matters on which shareholders of the MA Trust or DE Trust do not have the right to vote, the Trustees may nonetheless determine to submit the matter to shareholders for approval. Where referenced below, the phrase Majority Shareholder Vote means the vote required by the 1940 Act, which is the lesser of (a) 67% or more of the shares present at the meeting, if the holders of more than 50% of a funds outstanding shares are present or represented by proxy; or (b) more than 50% of a funds outstanding shares.

Election and Removal of Trustees. The shareholders of the MA Trust are entitled to vote, under certain circumstances, for the election and the removal of the Trustees. Subject to the rights of the preferred shareholders, if any, the Trustees of the MA Trust are elected by an affirmative vote of a majority of the outstanding shares present in person or represented by proxy. However, the preferred shareholders, if any, voting as a class elect at least two Trustees at all times. Preferred shareholders, if any, may also elect a majority of Trustees if dividends on the preferred shares have been unpaid for an amount equal to two full years of dividends. Any Trustees of the MA Trust may be removed at any meeting of shareholders by a vote of 80% of the outstanding shares of the class or classes of shares of beneficial interest that elected such Trustee.

With regard to the DE Trust, Trustees are elected by the affirmative vote of a majority of the outstanding shares of the DE Trust present in person or by proxy and entitled to vote at a meeting of the shareholders at which a quorum is present. Preferred shareholders, voting as a separate class, solely elect at least two Trustees by the affirmative vote of a majority of the outstanding preferred shares. Under certain circumstances, as set forth by the Trustees in accordance with the Declaration, holders of preferred shares may elect at least a majority of the Boards Trustees. The Declaration and bylaws of the DE Trust do not provide shareholders with the ability to remove Trustees.

Amendment of Governing Instruments. Except as described below, the Trustees of the MA Trust and DE Trust have the right to amend, from time to time, the governing instruments. For the MA Trust, the Trustees have the power to alter, amend or repeal the bylaws, or adopt new bylaws provided that bylaws adopted by shareholders may only be altered, amended or repealed by the shareholders, or by a majority of shares represented in person or by proxy. For the DE Trust, the bylaws may be altered, amended, or repealed by the Trustees, without the vote or approval of shareholders.

For the MA Trusts, shareholder approval is required to amend the Declaration, except that the Trustees may make changes necessary to comply with applicable law and to effect provisions regarding preferred shares, and may make certain other non-material changes, such as to correct a mistake, without shareholder approval. When shareholder approval is required, the vote needed to effect an amendment is a majority of the common shares and

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preferred shares outstanding and entitled to vote, voting as separate classes, or by an instrument in writing, without a meeting, signed by a majority of the Trustees and consented to by the holders of not less than a majority of each of such common shares and preferred shares. Notwithstanding the foregoing, any amendment to the Declaration that would reduce the amount payable upon liquidation of the MA Trusts or diminishing or eliminating shareholder voting rights pertaining thereto requires the approval of two-thirds of the class or classes of shareholders so affected. In addition, any amendment that would change or repeal the sections in the Declaration governing merger of the MA Trusts or conversion of the MA Trusts to open-end funds requires the affirmative vote of 80% of each of the common shares and preferred shares, voting as separate classes.

For the DE Trust, the Board generally may amend the Declaration without shareholder approval, except: (i) any amendment to the Declaration approved by the Board that would reduce the shareholders rights to indemnification requires the vote of shareholders owning at least 75% of the outstanding shares; (ii) any amendments to the Declaration that would change the shareholder voting rights, declassify the Board or change the minimum or maximum number of Trustees permitted require the affirmative vote or consent by the Board of Trustees followed by the affirmative vote or consent of shareholders owning at least 75% of the outstanding shares, unless such amendments have been previously approved, adopted or authorized by the affirmative vote of at least 66 2/3% of the Board of Trustees, in which case an affirmative Majority Shareholder Vote is required (the DE Trusts Voting Standard).

Mergers, Reorganizations, and Conversions. The governing instruments of the MA Trust provide that a merger, consolidation, conversion to an open-end company, or sale of assets requires the affirmative vote of not less than 80% of the common shares and preferred shares, if any, outstanding and entitled to vote, voting as separate classes. Reorganization or incorporation requires the approval of the holders of a majority of each of the common shares and preferred shares, if any, outstanding and entitled to vote, voting as separate classes. If the merger, consolidation, sale, lease or exchange is recommended by the Trustees, the vote or written consent of the holders of a majority of the common shares and preferred shares, if any, outstanding and entitled to vote, voting as separate classes, is sufficient authorization.

For the DE Trust, any such merger, consolidation, conversion, reorganization, or reclassification requires approval pursuant to the DE Trusts Voting Standard. The vote required is in addition to the vote or consent of shareholders otherwise required by law or by the terms of any class of preferred shares or any agreement between the Trust and any national securities exchange.

Principal Shareholder Transactions. The MA Trust requires a vote or consent of 80% of the common shares or preferred shares, if any, outstanding and entitled to vote, voting as separate classes, where a principal shareholder of the fund ( i.e ., any corporation, person or other entity which is the beneficial owner, directly or indirectly, of more than 5% of the funds outstanding shares) is the party to certain transactions.

The DE Trust requires a vote pursuant to the DE Trusts Voting Standard for certain principal shareholder transactions. The vote required is in addition to the vote or consent of shareholders otherwise required by law or by the terms of any class of preferred shares or any agreement between the Trust and any national securities exchange.

Termination of the Trust. With respect to the MA Trust, the termination of the MA Trust requires the affirmative vote of not less than 80% of the common shares and preferred shares, if any, outstanding and entitled to vote, voting as separate classes, at any meeting of shareholders, or an instrument in writing, without a meeting, signed by a majority of the Trustees and consented to by an affirmative vote of a majority of the outstanding shares of the MA Trust.

The DE Trust may be dissolved upon a vote pursuant to the DE Trusts Voting Standard. The vote required is in addition to the vote or consent of shareholders otherwise required by law or by the terms of any class of preferred shares or any agreement between the DE Trust and any national securities exchange. In addition, to spare shareholders the expense of a shareholder meeting in connection with the dissolution of a Fund, if the affirmative vote of at least 75% of the Board approves the dissolution, shareholder approval is not required.

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Declarations for the MA Trust provide that no shareholder will be personally liable in connection with the acts, obligations or affairs of the MA Trust. Consistent with Section 3803 of the Delaware Act, the Declaration of the DE Trust generally provides that shareholders will not be subject to personal liability for the acts or obligations of the DE Trust.

Liability of Trustees and Officers. Consistent with the 1940 Act, the governing instruments for both the DE Trust and the MA Trust generally provide that no Trustee or officer of the DE Trust and no Trustee, officer, employee or agent of the MA Trust is subject to any personal liability in connection with the assets or affairs of the DE Trust and the MA Trust, respectively, except for liability arising from his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office (Disabling Conduct).

Indemnification . The MA Trust generally indemnifies every person who is or has been a Trustee or officer of the Trust to the fullest extent permitted by law against all liability and against all expenses reasonably incurred or paid by them in connection with any claim, action, suit or proceeding in which they becomes involved as a party or otherwise by virtue of their being or having been a Trustee or officer and against amounts paid or incurred by them in the settlement thereof.

The Trustees, officers, employees or agents of the DE Trust (Covered Persons) are indemnified by the DE Trust to the fullest extent permitted by the Delaware Act, the bylaws and other applicable law. The bylaws provide that every Covered Person is indemnified by the DE Trust for expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in any proceeding to which such Covered Person is made a party or is threatened to be made a party, or is involved as a witness, by reason of the fact that such person is a Covered Person. For proceedings not by or in the right of the DE Trust ( i.e. , derivative lawsuits), every Covered Person is indemnified by the DE Trust for expenses actually and reasonably incurred in the investigation, defense or settlement in any proceeding to which such Covered Person is made a party or is threatened to be made a party, or is involved as a witness, by reason of the fact that such person is a Covered Person. No Covered Person is indemnified for any expenses, judgments, fines, amounts paid in settlement, or other liability or loss arising by reason of Disabling Conduct or for any proceedings by such Covered Person against the Trust. The termination of any proceeding by conviction, or a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the person engaged in Disabling Conduct.

A DE Trust is indemnified by any common shareholder who brings an action against the Trust for all costs, expenses, penalties, fines or other amounts arising from such action to the extent that the shareholder is not the prevailing party. The DE Trust is permitted to redeem shares of and set off against any distributions to the shareholder for such amounts liable by the shareholder to the DE Trust.

The Acquiring Fund is a Massachusetts business trust (the IVK Trust). Under Proposal 1, if approved, the IVK Trust will reorganize into a newly formed Delaware statutory trust (the DE Trust). The following is a discussion of certain provisions of the governing instruments and governing laws of the IVK Trust and its corresponding DE Trust, but is not a complete description thereof. Further information about the Acquiring Funds governance structure is contained in the Funds shareholder reports and its governing documents.

Shares. The Trustees of the IVK Trust have the power to issue shares, including preferred shares, without shareholder approval. The governing documents of the IVK Trust indicate that the amount of common shares that the IVK Trust may issue is unlimited. Preferred shares are limited to the amount set forth in the Declarations (defined below). Shares of the IVK Trust have no preemptive rights.

The Trustees of the DE Trust have the power to issue shares, including preferred shares, without shareholder approval. The governing documents of the DE Trust indicate that the amount of common and preferred shares that a DE Trust may issue is unlimited. Shares of the DE Trust have no preemptive rights.

Organization . The IVK Trust is organized as a Massachusetts business trust, under the laws of the Commonwealth of Massachusetts. The IVK Trust is governed by its Declaration of Trust (the Declaration) and its bylaws, each as may be amended, and its business and affairs are managed under the supervision of its Board of Trustees.

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The DE Trust is organized as a Delaware statutory trust pursuant to the Delaware Statutory Trust Act (Delaware Act). The DE Trust is governed by its Amended and Restated Agreement and Declaration of Trust (also, a Declaration and, together with the Declaration of the IVK Trust, the Declarations) and its bylaws, and its business and affairs are managed under the supervision of its Board of Trustees.

Composition of the Board of Trustees. The Boards of Trustees of both the IVK Trust and the DE Trust are divided into three classes, with the election of each class staggered so that each class is only up for election once every three years.

Shareholder Meetings and Rights of Shareholders to Call a Meeting . The IVK Trust is required to hold annual shareholder meetings under its governing documents. The stock exchanges on which the IVK Trust shares are currently, and DE Trusts shares will be, listed require annual meetings to elect trustees.

The governing instruments for the IVK Trust provide that special meetings of shareholders may be called by a majority of the Trustees. In addition, special meetings of shareholders may also be called by any Trustee upon written request from shareholders holding in the aggregate not less than 51% of the outstanding common and/or preferred shares, if any (depending on whether they are voting as a single class or separately).

The bylaws of the DE Trust authorize the Trustees to call a meeting of the shareholders for the election of Trustees. The bylaws of the DE Trust also authorize a meeting of shareholders for any purpose determined by the Trustees. The bylaws of the DE Trust state that shareholders have no power to call a special meeting of shareholders.

Submission of Shareholder Proposals . The IVK Trust does not have provisions in its governing instruments that require shareholders to provide advance notice to the IVK Trust in order to present a proposal at a shareholder meeting. Nonetheless, the federal securities laws, which apply to the IVK Trust and the DE Trust, require that certain conditions be met to present any proposal at a shareholder meeting.

The matters to be considered and brought before an annual or special meeting of shareholders of the DE Trust are limited to only those matters, including the nomination and election of Trustees, that are properly brought before the meeting. For proposals submitted by shareholders, the bylaws of the DE Trust contain provisions which require that notice be given to the DE Trust by an otherwise eligible shareholder in advance of the annual or special shareholder meeting in order for the shareholder to present a proposal at any such meeting and requires shareholders to provide certain information in connection with the proposal. These requirements are intended to provide the Board the opportunity to better evaluate the proposal and provide additional information to shareholders for their consideration in connection with the proposal. Failure to satisfy the requirements of these advance notice provisions means that a shareholder may not be able to present a proposal at the annual or special shareholder meeting.

In general, for nominations and any other proposals to be properly brought before an annual meeting of shareholders by a shareholder of the DE Trust, written notice must be delivered to the Secretary of the DE Trust not less than 90 days, nor more than 120 days, prior to the first anniversary of the preceding years annual meeting. If the annual meeting is not scheduled to be held within a period that commences 30 days before such anniversary and ends 30 days after such anniversary (an Other Annual Meeting Date), the written notice must be delivered by the later of the 90th day prior to the meeting or the 10th day following the public announcement or disclosure of the meeting date provided, however, that if the Other Annual Meeting Date was disclosed in the proxy statement for the prior years annual meeting, the dates for receipt of the written notice shall be calculated based on the Other Annual Meeting Date and disclosed in the proxy statement for the prior years annual meeting. If the number of Trustees to be elected to the Board is increased and either all of the nominees for Trustee or the size of the increased Board are not publicly announced or disclosed at least 70 days prior to the first anniversary of the preceding years annual meeting, written notice will be considered timely if delivered to the Secretary of the DE Trust no later than the 10 th date after such public announcement or disclosure. With respect to the nomination of individuals for election to the Board of Trustees at a special shareholder meeting, written notice must be delivered by a shareholder of the DE Trust to the Secretary of the DE Trust no later than the 10 th date after such meeting is publicly announced or disclosed. Specific information, as set forth in the bylaws, about the nominee, the shareholder making the nomination, and the proposal must also be delivered, and updated as necessary if proposed at an annual meeting, by

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the shareholder of the DE Trust. The shareholder or a qualified representative must also appear at the annual or special meeting of shareholders to present about the nomination or proposed business.

Quorum . The governing instruments of the IVK Trust provide that a quorum will exist if shareholders representing a majority of the outstanding shares of each class or series or combined class entitled to vote are present at the meeting in person or by proxy.

Number of Votes; Aggregate Voting. The governing instruments of the IVK Trust and the Declaration and bylaws of the DE Trust provide that each shareholder is entitled to one vote for each whole share held as to any matter on which the shareholder is entitled to vote, and a proportionate fractional vote for each fractional share held. The IVK Trust and the DE Trust do not provide for cumulative voting for the election or removal of Trustees.

The governing instruments of the IVK Trust generally provide that all share classes vote by class or series of the IVK Trust, except as otherwise provided by applicable law, the governing instruments or resolution of the Trustees.

The Declaration for the DE Trust generally provides that all shares are voted as a single class, except when required by applicable law, the governing instruments, or when the Trustees have determined that the matter affects the interests of one or more classes, in which case only the shareholders of all such affected classes are entitled to vote on the matter.

Derivative Actions. Shareholders of the IVK Trust have the power to vote as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the IVK Trust or its shareholders. Such shareholders have the power to vote to the same extent as the stockholders of a Massachusetts corporation.

Right to Vote . The 1940 Act provides that shareholders of a fund have the power to vote with respect to certain matters: specifically, for the election of trustees, the selection of auditors (under certain circumstances), approval of investment advisory agreements and plans of distribution, and amendments to policies, goals or restrictions deemed to be fundamental. Shareholders also have the right to vote on certain matters affecting a fund or a particular share class thereof under their respective governing instruments and applicable state law. The following summarizes the matters on which shareholders have the right to vote as well as the minimum shareholder vote required to approve the matter. For matters on which shareholders of the IVK Trust or DE Trust do not have the right to vote, the Trustees may nonetheless determine to submit the matter to shareholders for approval. Where referenced below, the phrase Majority Shareholder Vote means the vote required by the 1940 Act, which is the lesser of (a) 67% or more of the shares present at the meeting, if the holders of more than 50% of a funds outstanding shares are present or represented by proxy; or (b) more than 50% of a funds outstanding shares.

Election and Removal of Trustees . The shareholders of the IVK Trust are entitled to vote, under certain circumstances, for the election and the removal of Trustees. Subject to the rights of the preferred shareholders, if any, the Trustees of the IVK Trust are elected by a plurality vote ( i.e. , the nominees receiving the greatest number of votes are elected). Any Trustee of the IVK Trust may be removed at any meeting of shareholders by a vote of two-thirds of the outstanding shares of the class or classes of shares of beneficial interest that elected such Trustee.

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Amendment of Governing Instruments . Except as described below, the Trustees of the IVK Trust and DE Trust have the right to amend, from time to time, the governing instruments. For the IVK Trust, the Trustees have the power to alter, amend or repeal the bylaws, or adopt new bylaws, provided that bylaws adopted by shareholders may only be altered, amended or repealed by the shareholders. For the DE Trust, the bylaws may be altered, amended, or repealed by the Trustees, without the vote or approval of shareholders.

For the IVK Trust, shareholder approval is required to amend the Declaration, except that the Trustees may make changes necessary to comply with applicable law and to effect the provisions regarding preferred shares, and may make certain other non-material changes, such as to correct a mistake, without shareholder approval. When shareholder approval is required, the vote needed to effect an amendment is a Majority Shareholder Vote of the common shares and the preferred shares, if any, outstanding and entitled to vote, voting as separate classes, or by an instrument in writing, without a meeting, signed by a majority of the Trustees and consented to by the holders of not less than a majority of each of such common shares and preferred shares. Notwithstanding the foregoing, any amendment to the Declaration that would reduce the amount payable upon liquidation of the IVK Trust or diminishing or eliminating shareholder voting rights pertaining thereto requires the approval of two-thirds of the class or classes of shareholders so affected. In addition, any amendment that would change or repeal the sections in the Declaration governing termination or merger of the IVK Trust or conversion of the IVK Trust to open-end funds requires the affirmative vote of 75% of each of the common shares and preferred shares, voting as separate classes.

For the DE Trust, the Board generally may amend the Declaration without shareholder approval, except: (i) any amendment to the Declaration approved by the Board that would reduce the shareholders rights to indemnification requires the vote of shareholders owning at least 75% of the outstanding shares; (ii) any amendments to the Declaration that would change shareholder voting rights, declassify the Board or change the minimum or maximum number of Trustees permitted require the affirmative vote or consent by the Board of Trustees followed by the affirmative vote or consent of shareholders owning at least 75% of the outstanding shares, unless such amendments have been previously approved, adopted or authorized by the affirmative vote of at least 66 2/3% of the Board of Trustees, in which case an affirmative Majority Shareholder Vote is required (the DE Trusts Voting Standard).

Mergers, Reorganizations, and Conversions . The governing instruments of the IVK Trust provide that a merger, consolidation, sale, lease or exchange requires the affirmative vote of not less than 66 2/3% of the common shares and the preferred shares, if any, outstanding and entitled to vote, voting as separate classes. If the merger, consolidation, sale, lease or exchange is recommended by the Trustees, the vote or written consent of the holders of a majority of the common shares and preferred shares, if any, outstanding and entitled to vote, voting as separate classes, is sufficient authorization. Conversion to an open-end company is required to be approved by at least a majority of the Trustees, including those who are not interested persons as defined in the 1940 Act, and a Majority Shareholder Vote of each of the common shares and preferred shareholders, if any, voting as separate classes. An incorporation or reorganization requires the approval of a majority of the common shares and preferred shares, if any, outstanding and entitled to vote, voting as separate classes.

Principal Shareholder Transactions . The IVK Trust requires a vote or consent of 75% of the common shares or preferred shares, if any, outstanding and entitled to vote, voting as separate classes, where a

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principal shareholder of a fund ( i.e ., any corporation, person or other entity which is the beneficial owner, directly or indirectly, of more than 5% of the funds outstanding shares) is the party to certain transactions.

Termination of a Trust . With respect to the IVK Trust, the affirmative vote of not less than 75% of the common shares and preferred shares, if any, outstanding and entitled to vote, voting as separate classes, at any meeting of shareholders, or by an instrument in writing, without a meeting, signed by a majority of the Trustees and consented to by the holders of not less than 75% of each of such common shares and preferred shares, is required for termination of the IVK Trust.

Liability of Shareholders. The Massachusetts statute governing business trusts does not include an express provision relating to the limitation of liability of the shareholders of a Massachusetts business trust. However, the Declaration for the IVK Trust provides that no shareholder will be personally liable in connection with the acts, obligations or affairs of the IVK Trust. Consistent with Section 3803 of the Delaware Act, the Declaration of the DE Trust generally provides that shareholders will not be subject to personal liability for the acts or obligations of the DE Trust.

Liability of Trustees and Officers. Consistent with the 1940 Act, the governing instruments for both the DE Trust and the IVK Trust generally provide that no Trustee or officer of a DE Trust and no Trustee, officer, employee or agent of the IVK Trust is subject to any personal liability in connection with the assets or affairs of the DE Trust and the IVK Trust and the, respectively, except for liability arising from his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office (Disabling Conduct).

Indemnification . The IVK Trust generally indemnifies every person who is or has been a Trustee or officer of the Trust to the fullest extent permitted by law against all liability and against all expenses reasonably incurred or paid by them in connection with any claim, action, suit or proceeding in which they becomes involved as a party or otherwise by virtue of their being or having been a Trustee or officer and against amounts paid or incurred by them in the settlement thereof, except otherwise for Disabling Conduct.

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prevailing party. The DE Trust is permitted to redeem shares of and set off against any distributions to the shareholder for such amounts liable by the shareholder to the DE Trust.

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Exhibit C

Comparison of State Laws

The laws governing Massachusetts business trusts and Delaware statutory trusts have similar effect, but they differ in certain respects. Both the Massachusetts business trust law (MA Statute) and the Delaware statutory trust act (DE Statute) permit a trusts governing instrument to contain provisions relating to shareholder rights and removal of trustees, and provide trusts with the ability to amend or restate the trusts governing instruments. However, the MA Statute is silent on many of the salient features of a Massachusetts business trust (a MA Trust) whereas the DE Statute provides guidance and offers a significant amount of operational flexibility to Delaware statutory trusts (a DE Trust). The DE Statute provides explicitly that the shareholders and trustees of a Delaware Trust are not liable for obligations of the trust to the same extent as under corporate law, while under the MA Statute, shareholders and trustees could potentially be liable for trust obligations. The DE Statute authorizes the trustees to take various actions without requiring shareholder approval if permitted by a Funds governing instruments. For example, trustees may have the power to amend the Delaware trust instrument, merge or consolidate a Fund with another entity, and to change the Delaware trusts domicile, in each case without a shareholder vote.

The following is a discussion of only certain material differences between the DE Statute and MA Statute, as applicable, and is not a complete description of them. Further information about each Funds current trust structure is contained in such Funds organizational documents and in relevant state law.

	Delaware Statutory Trust	Massachusetts Business Trust
Governing Documents/Governing Body	A DE Trust is formed by the filing of a
certificate of trust with the Delaware
Secretary of State. A DE Trust is an
unincorporated association organized
under the DE Statute whose operations are
governed by its governing document (which
may consist of one or more documents).
Its business and affairs are managed by
or under the direction of one or more
trustees. As described in this chart, DE
Trusts are granted a significant amount
of organizational and operational
flexibility. Delaware law makes it easy
to obtain needed shareholder approvals,
and also permits the management of a DE
Trust to take various actions without
being required to make state filings or
obtain shareholder approval.	A MA Trust is created by the trustees
execution of a written declaration of
trust. A MA Trust is required to file
the declaration of trust with the
Secretary of the Commonwealth of
Massachusetts and with the clerk of every
city or town in Massachusetts where the
trust has a usual place of business. A
MA Trust is a voluntary association with
transferable shares of beneficial
interests, organized under the MA
Statute. A MA Trust is considered to be
a hybrid, having characteristics of both
corporations and common law trusts. A MA
Trusts operations are governed by a
trust document and bylaws. The business
and affairs of a MA Trust are managed by
or under the direction of a board of
trustees. MA Trusts are also granted a significant
amount of organizational and operational
flexibility. The MA Statute is silent on
most of the salient features of MA
Trusts, thereby allowing trustees to
freely structure the MA Trust. The MA
Statute does not specify what information
must be contained in the declaration of
trust, nor does it require a registered
officer or agent for service of process.
Ownership Shares of
Interest	Under both the DE Statute and the MA Statute, the ownership interests in a DE Trust and
MA Trust are denominated as beneficial interests and are held by beneficial owners.
Series and Classes	Under the DE Statute, the governing
document may provide for classes, groups
or series of shares,	The MA Statute is silent as to any
requirements for the creation of such
series or classes.

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	Delaware Statutory Trust	Massachusetts Business Trust
	having such relative
rights, powers and duties as shareholders
set forth in the governing document.
Such classes, groups or series may be
described in a DE Trusts governing
document or in resolutions adopted by its
trustees.
Shareholder Voting Rights	Under the DE Statute, the governing
document may set forth any provision
relating to trustee and shareholder
voting rights, including the withholding
of such rights from certain trustees or
shareholders. If voting rights are
granted, the governing document may
contain any provision relating to the
exercise of voting rights. No state
filing is necessary and, unless required
by the governing document, shareholder
approval is not needed.	There is no provision in the MA Statute
addressing voting by the shareholders of
a MA Trust.
Quorum	Under the DE Statute, the governing
document may set forth any provision
relating to quorum requirements at
meetings of shareholders.	There is no provision in the MA Statute
addressing quorum requirements at
meetings of shareholders of a MA Trust.
Shareholder Meetings	Neither the DE Statute nor the MA Statute mandates an annual shareholders meeting.
Organization of
Meetings	Neither the DE Statute nor the MA Statute contain provisions relating to the organization
of shareholder meetings.
Record Date	Under the DE Statute, the governing
document may provide for record dates.	There is no record date provision in the
MA Statute.
Qualification and
Election of
Trustees	Under the DE Statute, the governing
documents may set forth the manner in
which trustees are elected and qualified.	The MA Statute does not contain
provisions relating to the election and
qualification of trustees of a MA Trust.
Removal of Trustees	Under the DE Statute, the governing
documents of a DE Trust may contain any
provision relating to the removal of
trustees; provided, however, that there
shall at all times be at least one
trustee of a DE Trust.	The MA Statute does not contain
provisions relating to the removal of
trustees.
Restrictions on Transfer	Neither the DE Statute nor the MA Statute contain provisions relating to the ability of a
DE Trust or MA Trust, as applicable, to restrict transfers of beneficial interests.
Preemptive Rights
and Redemption of
Shares	Under each of the DE Statute and the MA Statute, a governing document may contain any
provision relating to the rights, duties and obligations of the shareholders.
Liquidation Upon Dissolution or Termination Events	Under the DE Statute, a DE Trust that has
dissolved shall first pay or make
reasonable provision to pay all known
claims and obligations, including those
that are contingent, conditional and
unmatured, and all known claims and
obligations for which the claimant is
unknown. Any remaining assets shall be
distributed to the shareholders or as
otherwise provided in the governing
document.	The MA Statute has no provisions
pertaining to the liquidation of a MA
Trust.

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	Delaware Statutory Trust	Massachusetts Business Trust
Shareholder Liability	Under the DE Statute, except to the
extent otherwise provided in the
governing document of a DE Trust,
shareholders of a DE Trust are entitled
to the same limitation of personal
liability extended to shareholders of a
private corporation organized for profit
under the General Corporation Law of the
State of Delaware.	The MA Statute does not include an
express provision relating to the
limitation of liability of the
shareholders of a MA Trust. The
shareholders of a MA Trust could
potentially be held personally liable for
the obligations of the trust,
notwithstanding an express provision in
the governing document stating that the
shareholders are not personally liable in
connection with trust property or the
acts, obligations or affairs of the MA
Trust.
Trustee/Director Liability	Subject to the provisions in the
governing document, the DE Statute
provides that a trustee or any other
person managing the DE Trust, when acting
in such capacity, will not be personally
liable to any person other than the DE
Trust or a shareholder of the DE Trust
for any act, omission or obligation of
the DE Trust or any trustee. To the
extent that at law or in equity a trustee
has duties (including fiduciary duties)
and liabilities to the DE Trust and its
shareholders, such duties and liabilities
may be expanded or restricted by the
governing document.	The MA Statute does not include an
express provision limiting the liability
of the trustee of a MA Trust. The
trustees of a MA Trust could potentially
be held personally liable for the
obligations of the trust.
Indemnification	Subject to such standards and
restrictions as may be contained in the
governing document of a DE Trust, the DE
Statute authorizes a DE Trust to
indemnify and hold harmless any trustee,
shareholder or other person from and
against any and all claims and demands.	The MA Statute is silent as to the
indemnification of trustees, officers and
shareholders.
Insurance	Neither the DE Statute nor the MA Statute contain provisions regarding insurance.
Shareholder Right
of Inspection	Under the DE Statute, except to the
extent otherwise provided in the
governing document of a DE Trust and
subject to reasonable standards
established by the trustees, each
shareholder has the right, upon
reasonable demand for any purpose
reasonably related to the shareholders
interest as a shareholder, to obtain from
the DE Trust certain information
regarding the governance and affairs of
the DE Trust, including a current list of
the name and last known address of each
beneficial owner and trustee. In
addition, the DE Statute permits the
trustees of a DE Trust to keep
confidential from shareholders for such
period of time as deemed reasonable any
information that the trustees in good
faith believe would not be in the best
interest of the DE Trust to disclose or
that could damage the DE Trust or that
the DE Trust is required by law or by
agreement with a third party to keep
confidential.	There is no provision in the MA Statute
relating to shareholder inspection
rights.

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	Delaware Statutory Trust	Massachusetts Business Trust
Derivative Actions	Under the DE Statute, a shareholder may
bring a derivative action if trustees
with authority to do so have refused to
bring the action or if a demand upon the
trustees to bring the action is not
likely to succeed. A shareholder may
bring a derivative action only if the
shareholder is a shareholder at the time
the action is brought and: (a) was a
shareholder at the time of the
transaction complained about or (b)
acquired the status of shareholder by
operation of law or pursuant to the
governing document from a person who was
a shareholder at the time of the
transaction. A shareholders right to
bring a derivative action may be subject
to such additional standards and
restrictions, if any, as are set forth in
the governing document.	There is no provision under the MA
Statute regarding derivative actions.
Arbitration of
Claims	The DE Statute provides flexibility as to
providing for arbitration pursuant to the
governing documents of a DE Trust.	There is no provision under the MA
Statute regarding arbitration.
Amendments to
Governing Documents	The DE Statute provides broad flexibility
as to the manner of amending and/or
restating the governing document of a DE
Trust. Amendments to the declaration
that do not change the information in the
DE Trusts certificate of trust are not
required to be filed with the Delaware
Secretary of State.	The MA Statute provides broad flexibility
as to the manner of amending and/or
restating the governing document of a MA
Trust. The MA Statute provides that the
trustees shall, within thirty days after
the adoption of any amendment to the
declaration of trust, file a copy with
the Secretary of the Commonwealth of
Massachusetts and with the clerk of every
city or town in Massachusetts where the
trust has a usual place of business.

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Exhibit D

Form of Agreement and Plan of Merger

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Exhibit E

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 address of each officer is 1555 Peachtree Street, N.E., Atlanta, Georgia 30309.

Name, Year of Birth and — Position(s) Held with the Fund	Officer Since	Principal Occupation(s) During Past 5 Years
Russell C. Burk 1958 Senior Vice President and Senior
Officer (with respect only to
the Target Fund)	2010	Senior Vice President and Senior Officer, The Invesco Funds.
John M. Zerr 1962 Senior Vice President, Chief
Legal Officer and Secretary	2010	Director, Senior Vice President, Secretary and General Counsel, Invesco
Management Group, Inc. (formerly known as Invesco Aim Management Group,
Inc.) and Van Kampen Exchange Corp.; Senior Vice President, Invesco
Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.)
(registered investment adviser); Senior Vice President and Secretary,
Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors,
Inc.); Director, Vice President and Secretary, Invesco Investment
Services, Inc. (formerly known as Invesco Aim Investment Services,
Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO
Distributors, Inc.); Director and Vice President, INVESCO Funds Group,
Inc.; Senior Vice President, Chief Legal Officer and Secretary, The
Invesco Funds; Manager, Invesco PowerShares Capital Management LLC;
Director, Secretary and General Counsel, Invesco Investment Advisers
LLC (formerly known as Van Kampen Asset Management); Secretary and
General Counsel, Van Kampen Funds Inc. and Chief Legal Officer,
PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded
Fund Trust II, PowerShares India Exchange-Traded Fund Trust and
PowerShares Actively Managed Exchange-Traded Fund Trust. Formerly: Director and Secretary, Van Kampen Advisors Inc.; Director
Vice President, Secretary and General Counsel Van Kampen Investor
Services Inc.; Director, Invesco Distributors, Inc. (formerly known as
Invesco Aim Distributors, Inc.); Director, Senior Vice President,
General Counsel and Secretary, Invesco Advisers, Inc.; and Van Kampen
Investments Inc.; Director, Vice President and Secretary, Fund
Management Company; Director, Senior Vice President, Secretary, General
Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief
Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an
investment adviser); Vice President and Secretary, PBHG Funds (an
investment company) and PBHG Insurance Series Fund (an investment
company); Chief Operating Officer, General Counsel and Secretary, Old
Mutual Investment Partners (a broker-dealer); General Counsel and
Secretary, Old Mutual Fund Services (an administrator) and Old Mutual
Shareholder Services (a shareholder servicing center); Executive Vice
President, General Counsel and Secretary, Old Mutual Capital, Inc. (an
investment adviser); and Vice President and Secretary, Old Mutual
Advisors Funds (an investment company).
Sheri Morris 1964 Vice President, Treasurer and
Principal Financial Officer	2010	Vice President, Treasurer and Principal Financial Officer, The Invesco
Funds; Vice President, Invesco Advisers, Inc. (formerly known as
Invesco Institutional (N.A.), Inc.) (registered investment adviser);
Treasurer, PowerShares Exchange-Traded Fund Trust, PowerShares
Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund
Trust and PowerShares Actively Managed Exchange-Traded Fund Trust.

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Name, Year of Birth and — Position(s) Held with the Fund	Officer Since	Principal Occupation(s) During Past 5 Years
		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	2010	Head of Invescos World Wide
Fixed Income and Cash Management
Group; Senior Vice President,
Invesco Management Group, Inc.
(formerly known as Invesco Aim
Management Group, Inc.) and
Invesco Advisers, Inc. (formerly
known as Invesco Institutional
(N.A.), Inc.) (registered
investment adviser); Executive
Vice President, Invesco
Distributors, Inc. (formerly
known as Invesco Aim
Distributors, Inc.); Director,
Invesco Mortgage Capital Inc.;
Vice President, The Invesco
Funds (other than AIM
Treasurers Series Trust
(Invesco Treasurers Series
Trust) and Short-Term
Investments Trust); and
President and Principal
Executive Officer, The Invesco
Funds (AIM Treasurers Series
Trust (Invesco Treasurers
Series Trust) and Short-Term
Investments Trust only). Formerly: Senior Vice
President, Van Kampen
Investments Inc.; Vice
President, Invesco Advisers,
Inc. (formerly known as Invesco
Institutional (N.A.), Inc.);
Director of Cash Management and
Senior Vice President, Invesco
Advisers, Inc. and Invesco Aim
Capital Management, Inc.;
President and Principal
Executive Officer, Tax-Free
Investments Trust; Director and
President, Fund Management
Company; Chief Cash Management
Officer, Director of Cash
Management, Senior Vice
President, and Managing
Director, Invesco Aim Capital
Management, Inc.; Director of
Cash Management, Senior Vice
President, and Vice President,
Invesco Advisers, Inc. and The
Invesco Funds (AIM Treasurers
Series Trust (Invesco
Treasurers Series Trust),
Short-Term Investments Trust and
Tax-Free Investments Trust
only).
Yinka Akinsola 1977 Anti-Money Laundering Compliance
Officer	2011	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.), Invesco
Management Group, Inc., The Invesco Funds, Invesco Van Kampen
Closed-End Funds, Van Kampen Exchange Corp. and Van Kampen Funds Inc. Formerly: Regulatory Analyst III, Financial Industry Regulatory
Authority (FINRA)
Todd L. Spillane 1958 Chief Compliance Officer
(with respect to the Target Fund)	2010	Senior Vice President, Invesco Management Group, Inc. (formerly known
as Invesco Aim Management Group, Inc.) and Van Kampen Exchange Corp.;
Senior Vice President and Chief Compliance Officer, Invesco Advisers,
Inc. (registered investment adviser) (formerly known as Invesco
Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco
Funds; Vice President, Invesco Distributors, Inc. (formerly known as
Invesco Aim Distributors, Inc.) and Invesco Investment Services, Inc.
(formerly known as Invesco Aim Investment Services, Inc.). Formerly: Chief Compliance Officer, Invesco Van Kampen Closed-End
Funds, 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;
Senior Vice President, Van Kampen Investments Inc.; Senior Vice
President and Chief Compliance Officer, Invesco Advisers, Inc. and
Invesco Aim Capital Management, Inc.; Chief Compliance Officer, INVESCO
Private Capital Investments, Inc. (holding company), Invesco

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Name, Year of Birth and — Position(s) Held with the Fund	Officer Since	Principal Occupation(s) During Past 5 Years
		Private Capital, Inc. (registered investment advisers), Invesco Global Asset
Management (N.A.), Inc., Invesco Senior Secured Management, Inc.
(registered investment adviser) and Van Kampen Investor Services Inc.;
Vice President, Invesco Aim Capital Management, Inc. and Fund
Management Company.
Valinda Arnett-Patton
1959 Chief Compliance Officer
(with respect to the Acquiring
Fund)	2011	Chief Compliance Officer, Invesco Van Kampen Closed-End Funds. Formerly: Compliance Director, Invesco Fixed Income, Invesco; Deputy
Compliance Officer, AIG Sun America Asset Management Corp.

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Exhibit F

Information Regarding the Trustees of the Target Fund

The following information pertains to the Target Fund. Not all funds advised by the Adviser are overseen by the same board of trustees. The Target Fund is overseen by the Board of Trustees discussed below (the Invesco Board). References to the Board in this Exhibit F refer solely to the Invesco Board and references to Funds in this Exhibit F refer solely to those funds advised by the Adviser, including the Target Fund, overseen by the Invesco Board.

The business and affairs of the Funds are managed under the direction of the Board. The tables below list the incumbent Trustees and nominees for Trustee, their principal occupations, other directorships held by them during the past five years, and any affiliations with 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. The address of each Trustee is 1555 Peachtree Street, N.E., Atlanta, Georgia 30309.

			Number of
			Portfolios in
Name, Year of Birth			Fund Complex	Other Trusteeship(s)
and Position(s) Held	Trustee	Principal Occupation(s) During Past	Overseen by	Held by Trustee Over
with the Target Fund	Since	5 Years	Trustee	Past 5 Years
Interested Trustees
Martin L.
Flanagan (1) 1960 Trustee	2010	Executive Director, Chief
Executive Officer and President,
Invesco Ltd. (ultimate parent of
Invesco and a global investment
management firm); Advisor to the
Board, Invesco Advisers, Inc.
(formerly known as Invesco
Institutional (N.A.), Inc.);
Trustee, The Invesco Funds; Vice
Chair, Investment Company
Institute; and Member of Executive
Board, SMU Cox School of Business. Formerly: Chairman, Invesco
Advisers, Inc. (registered
investment adviser); Director,
Chairman, Chief Executive Officer
and President, IVZ Inc. (holding
company), INVESCO Group Services,
Inc. (service provider) and
Invesco North American Holdings,
Inc. (holding company); Director,
Chief Executive Officer and
President, Invesco Holding Company
Limited (parent of Invesco and a
global investment management
firm); Director, Invesco Ltd.;
Chairman, Investment Company
Institute and President, Co-Chief
Executive Officer, Co-President,
Chief Operating Officer and Chief
Financial Officer, Franklin
Resources, Inc. (global investment
management organization).	133	None.
Philip A.
Taylor (2) 1954 Trustee, President and
Principal Executive
Officer	2010	Head of North American Retail and
Senior Managing Director, Invesco
Ltd.; Director, Co-Chairman,
Co-President and Co-Chief
Executive Officer, Invesco
Advisers, Inc. (formerly known as
Invesco Institutional (N.A.),
Inc.) (registered investment
adviser); Director, Chairman,
Chief Executive Officer and
President, Invesco Management
Group,	133	None.

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			Number of
			Portfolios in
Name, Year of Birth			Fund Complex	Other Trusteeship(s)
and Position(s) Held	Trustee	Principal Occupation(s) During Past	Overseen by	Held by Trustee Over
with the Target Fund	Since	5 Years	Trustee	Past 5 Years
		Inc. (formerly Invesco Aim
Management Group, Inc.) (financial
services holding company);
Director and President, INVESCO
Funds Group, Inc. (registered
investment adviser and registered
transfer agent); Director and
Chairman, Invesco Investment
Services, Inc. (formerly known as
Invesco Aim Investment Services,
Inc.) (registered transfer agent)
and IVZ Distributors, Inc.
(formerly known as INVESCO
Distributors, Inc.) (registered
broker dealer); Director,
President and Chairman, Invesco
Inc. (holding company) and Invesco
Canada Holdings Inc. (holding
company); Chief Executive Officer,
Invesco Corporate Class Inc.
(corporate mutual fund company)
and Invesco Canada Fund Inc.
(corporate mutual fund company);
Director, Chairman and Chief
Executive Officer, Invesco Canada
Ltd. (formerly known as Invesco
Trimark Ltd./Invesco Trimark Ltèe)
(registered investment adviser and
registered transfer agent);
Trustee, President and Principal
Executive Officer, The Invesco
Funds (other than AIM Treasurers
Series Trust (Invesco Treasurers
Series Trust) and Short-Term
Investments Trust); Trustee and
Executive Vice President, The
Invesco Funds (AIM Treasurers
Series Trust (Invesco Treasurers
Series Trust) and Short-Term
Investments Trust only); Director,
Invesco Investment Advisers LLC
(formerly known as Van Kampen
Asset Management); Director, Chief
Executive Officer and President,
Van Kampen Exchange Corp.
		Formerly: Director and Chairman,
Van Kampen Investor Services Inc.:
		Director, Chief Executive Officer
and President, 1371 Preferred Inc.
(holding company); and Van Kampen
Investments Inc.; Director and
President, AIM GP Canada Inc.
(general partner for limited
partnerships); and Van Kampen
Advisors, Inc.; Director and Chief
Executive Officer, Invesco Trimark
Dealer Inc. (registered broker
dealer); Director, Invesco
Distributors, Inc. (formerly known
as Invesco Aim Distributors, Inc.)
(registered broker dealer);
Manager, Invesco PowerShares
Capital Management LLC; Director,
Chief Executive Officer and
President, Invesco Advisers, Inc.;
Director, Chairman, Chief
Executive Officer and President,
Invesco Aim Capital Management,
Inc.; President, Invesco Trimark
Dealer Inc. and Invesco Trimark
Ltd./Invesco Trimark Ltèe;
Director and President, AIM
Trimark Corporate Class Inc. and
AIM Trimark Canada Fund Inc.;
Senior Managing Director, Invesco
Holding Company Limited; Trustee
and Executive Vice President,
Tax-Free Investments Trust;
Director and Chairman, Fund
Management Company (former
registered broker dealer);
President

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			Number of
			Portfolios in
Name, Year of Birth			Fund Complex	Other Trusteeship(s)
and Position(s) Held	Trustee	Principal Occupation(s) During Past	Overseen by	Held by Trustee Over
with the Target Fund	Since	5 Years	Trustee	Past 5 Years
		and Principal Executive
Officer, The Invesco Funds (AIM
Treasurers Series Trust (Invesco
Treasurers Series Trust),
Short-Term Investments Trust and
Tax-Free Investments Trust only);
President, AIM Trimark Global Fund
Inc. and AIM Trimark Canada Fund
Inc.
Wayne W.
Whalen (3) 1939 Trustee	2010	Of Counsel, and prior to 2010,
partner in the law firm of
Skadden, Arps, Slate, Meagher &
Flom LLP, legal counsel to certain
funds in the Fund Complex.	151	Trustee/Managing
General Partner of
funds in the Fund
Complex. Director
of the Mutual Fund
Directors Forum, a
nonprofit
membership
organization for
investment company
directors.
Chairman and
Director for the
Abraham Lincoln
Presidential
Library Foundation
and Director of the
Stevenson Center
for Democracy.
Independent Trustees
Bruce L. Crockett
1944
Trustee and Chair	2010	Chairman, Crockett Technology
Associates (technology consulting
company). Formerly: Director, Captaris
(unified messaging provider);
Director, President and Chief
Executive Officer COMSAT
Corporation; and Chairman, Board
of Governors of INTELSAT
(international communications
company).	133	ACE Limited
(insurance
company); and
Investment Company
Institute.
David C. Arch 1945
Trustee	2010	Retired. Chairman and Chief
Executive Officer of Blistex Inc.,
a consumer health care products
manufacturer.	151	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.
Frank S. Bayley 1939
Trustee	2010	Retired. Formerly: Director, Badgley Funds,
Inc. (registered investment
company) (2 portfolios) and
Partner, law firm of Baker &
McKenzie.	133	Director and
Chairman, C.D.
Stimson Company (a
real estate
investment
company).
James T. Bunch 1942
Trustee	2010	Managing Member, Grumman Hill
Group LLC (family office private
equity management).	133	Vice Chairman of
Board of Governors,
Western Golf
Association; Chair Elect

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			Number of
			Portfolios in
Name, Year of Birth			Fund Complex	Other Trusteeship(s)
and Position(s) Held	Trustee	Principal Occupation(s) During Past	Overseen by	Held by Trustee Over
with the Target Fund	Since	5 Years	Trustee	Past 5 Years
		Formerly: Founder, Green, Manning
& Bunch
Ltd. (investment banking
firm) (1988-2010); Executive
Committee, United States Golf
Association; and Director, Policy
Studies, Inc. and Van Gilder
Insurance Corporation.		of Evans
Scholars Foundation
and Director,
Denver Film
Society.
Rodney F. Dammeyer
1940 Trustee	2010	Chairman of CAC, LLC, a private
company offering capital
investment and management advisory
services. Formerly: Prior to January 2004,
Director of TeleTech Holdings
Inc.; Prior to 2002, Director of
Arris Group, Inc.; Prior to 2001,
Managing Partner at Equity Group
Corporate Investments. Prior to
1995, Vice Chairman of Anixter
International. Prior to 1985,
experience includes Senior Vice
President and Chief Financial
Officer of Household
International, Inc., Executive
Vice President and Chief Financial
Officer of Northwest Industries,
Inc. and Partner of Arthur
Andersen & Co.	151	Director of Quidel
Corporation and
Stericycle, Inc.
Prior to May 2008,
Trustee of The
Scripps Research
Institute. Prior to
February 2008,
Director of Ventana
Medical Systems,
Inc. Prior to April
2007, Director of
GATX Corporation.
Prior to April
2004, Director of
TheraSense, Inc.
Albert R. Dowden
1941
Trustee	2010	Director of a number of public and
private business corporations,
including the Boss Group, Ltd.
(private investment and
management); Reich & Tang Funds (5
portfolios) (registered investment
company); and Homeowners of
America Holding Corporation/Homeowners
of America Insurance
Company (property casualty
company).	133	Board of Natures
Sunshine Products,
Inc.
		Formerly: Director, Continental
Energy Services, LLC (oil and gas
pipeline service); Director,
CompuDyne Corporation (provider of
product and services to the public
security market) and Director,
Annuity and Life Re (Holdings),
Ltd. (reinsurance company);
Director, President and Chief
Executive Officer, Volvo Group
North America, Inc.; Senior Vice
President, AB Volvo; Director of
various public and private
corporations; Chairman, DHJ Media,
Inc.; Director Magellan Insurance
Company; and Director, The Hertz
Corporation, Genmar Corporation
(boat manufacturer), National
Media Corporation; Advisory Board
of Rotary Power International
(designer, manufacturer, and
seller of rotary power engines);
and Chairman, Cortland Trust, Inc.
(registered investment company).
Jack M. Fields 1952
Trustee	2010	Chief Executive Officer, Twenty
First Century Group, Inc.
(government affairs company); and
Owner and Chief Executive Officer,
Dos Angelos Ranch, L.P. (cattle,
hunting, corporate entertainment),
Discovery Global Education Fund
(non-profit) and Cross Timbers
Quail Research Ranch (non-profit).	133	Insperity (formerly
known as
Administaff).
		Formerly: Chief Executive Officer,
Texana Timber LP (sustainable
forestry company) and member of
the U.S. House of Representatives.

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			Number of
			Portfolios in
Name, Year of Birth			Fund Complex	Other Trusteeship(s)
and Position(s) Held	Trustee	Principal Occupation(s) During Past	Overseen by	Held by Trustee Over
with the Target Fund	Since	5 Years	Trustee	Past 5 Years
Carl Frischling 1937
Trustee	2010	Partner, law firm of Kramer Levin
Naftalis and Frankel LLP.	133	Director, Reich &
Tang Funds (6
portfolios).
Prema Mathai-Davis
1950 Trustee	2010	Retired. Formerly: Chief Executive Officer,
YWCA of the U.S.A.	133	None.
Larry Soll 1942
Trustee	2010	Retired. Formerly, Chairman, Chief
Executive Officer and President,
Synergen Corp. (a biotechnology
company).	133	None.
Hugo F. Sonnenschein
1940 Trustee	2010	Distinguished Service Professor
and President Emeritus of the
University of Chicago and the Adam
Smith Distinguished Service
Professor in the Department of
Economics at the University of
Chicago. Prior to July 2000,
President of the University of
Chicago.	151	Trustee of the
University of
Rochester and a
member of its
investment
committee. Member
of the National
Academy of
Sciences, the
American
Philosophical
Society and a
fellow of the
American Academy of
Arts and Sciences.
Raymond Stickel, Jr.
1944
Trustee	2010	Retired. Formerly, Director, Mainstay VP
Series Funds, Inc. (25 portfolios)
and Partner, Deloitte & Touche.	133	None.

| (1) | Mr. Flanagan is considered an interested person of the Funds because he is an adviser to
the board of directors of the Adviser, and an officer and a director of Invesco Ltd., the
ultimate parent company of the Adviser. |
| --- | --- |
| (2) | Mr. Taylor is considered an interested person of the Funds because he is an officer and a
director of the Adviser. |
| (3) | Mr. Whalen is considered an interested person of the Funds because he is Of Counsel at the
law firm that serves as legal counsel to the Invesco Van Kampen closed-end funds, for which
the Adviser also serves as investment adviser. |

Trustee Ownership of Target Fund Shares

The following table shows each Board members ownership of shares of the Target Fund and of shares of all registered investment companies overseen by such Board member in the Fund Complex as of December 31, 2011.

	Dollar Range of Equity	Aggregate Dollar Range of Equity Securities in All
	Securities in the Target Fund	Registered Investment Companies Overseen by Board
Name	(IQN)	Member in Family of Investment Companies
Interested Trustees
Martin L. Flanagan	None	Over $100,000
Philip A. Taylor	None	None
Wayne W. Whalen	None	Over $100,000
Independent Trustees
Bruce L. Crockett	None	Over $100,000
David C. Arch	None	Over $100,000
Frank S. Bayley	None	Over $100,000
James T. Bunch	None	Over $100,000

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	Dollar Range of Equity	Aggregate Dollar Range of Equity Securities in All
	Securities in the Target Fund	Registered Investment Companies Overseen by Board
Name	(IQN)	Member in Family of Investment Companies
Rodney Dammeyer	None	Over $100,000
Prema Mathai Davis	None	Over $100,000
Albert R. Dowden	None	Over $100,000
Jack M. Fields	None	Over $100,000
Carl Frischling	None	Over $100,000
Larry Soll	None	Over $100,000
Hugo F. Sonnenschein	None	Over $100,000
Raymond Stickel, Jr.	None	Over $100,000

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Exhibit G

Target Fund Board Leadership Structure, Role in Risk Oversight, and Committees and Meetings

Board Leadership Structure for the Target Fund

The following information pertains to the Target Fund. Not all funds advised by the Adviser are overseen by the same board of trustees. The Target Fund is overseen by the Board of Trustees discussed below (the Invesco Board). References to the Board in this Exhibit G refer solely to the Invesco Board and references to Funds in this Exhibit G refer solely to those funds advised by the Adviser, including the Target Fund, overseen by the Invesco Board.

The Board will be composed of fifteen Trustees, including twelve Trustees who are not interested persons of the Funds, as that term is defined in the 1940 Act (collectively, the Independent Trustees and each an Independent Trustee). In addition to eight regularly scheduled meetings per year, the Board holds special meetings or informal conference calls to discuss specific matters that may require action prior to the next regular meeting. The Board met twelve times during the twelve months ended February 29, 2012. As discussed below, the Board has established committees to assist the Board in performing its oversight responsibilities.

The Board has appointed an Independent Trustee to serve in the role of Chairman. The Chairmans primary role is to participate in the preparation of the agenda for meetings of the Board and the identification of information to be presented to the Board and matters to be acted upon by the Board. The Chairman also presides at all meetings of the Board and acts as a liaison with service providers, officers, attorneys, and other Trustees generally between meetings. The Chairman may perform such other functions as may be requested by the Board from time to time. Except for any duties specified herein or pursuant to a Funds charter documents, the designation of Chairman does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability otherwise imposed on such person as a member of the Board.

The Board believes that its leadership structure, which includes an Independent Trustee as Chairman, allows for effective communication between the Trustees and fund management, among the Boards Trustees and among its Independent Trustees. The existing Board structure, including its committee structure, provides the Independent Trustees with effective control over Board governance while also providing insight from the two non-Independent Trustees who are active officers of the Funds investment adviser. The Boards leadership structure promotes dialogue and debate, which the Board believes will allow for the proper consideration of matters deemed important to the Funds and their shareholders and result in effective decision-making.

Board Role in Risk Oversight

The Board considers risk management issues as part of its general oversight responsibilities throughout the year at regular meetings of the Investments Committee, Audit Committee, Compliance Committee, and Valuation, Distribution and Proxy Oversight Committee (each as defined and further described below). These committees in turn report to the full Board and recommend actions and approvals for the full Board to take.

Invesco prepares regular reports that address certain investment, valuation and compliance matters, and the Board as a whole or the committees may also receive special written reports or presentations on a variety of risk issues at the request of the Board, a committee or the Senior Officer. In addition, the Audit Committee of the Board meets regularly with Invesco Ltd.s internal audit group to review reports on their examinations of functions and processes within the Adviser that affect the Funds.

The Investments Committee and its sub-committees receive regular written reports describing and analyzing the investment performance of the Funds. In addition, the portfolio managers of the Funds meet regularly with the sub-committees of the Investments Committee to discuss portfolio performance, including investment risk, such as the impact on the Funds of the investment in particular securities or instruments, such as derivatives. To the extent that a Fund changes a particular investment strategy that could have a material impact on the Funds risk profile, the Board generally is consulted in advance with respect to such change.

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The Adviser provides regular written reports to the Valuation, Distribution and Proxy Oversight Committee that enable the Valuation, Distribution and Proxy Oversight Committee to monitor the number of fair valued securities in a particular portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports also include information concerning illiquid securities within a Funds portfolio. In addition, the Audit Committee reviews valuation procedures and pricing results with the Funds independent auditors in connection with the Audit Committees review of the results of the audit of the Funds year-end financial statement.

The Compliance Committee receives regular compliance reports prepared by the Advisers compliance group and meets regularly with the Funds Chief Compliance Officer (CCO) to discuss compliance issues, including compliance risks. As required under U.S. Securities and Exchange Commission (SEC) rules, the Independent Trustees meet at least quarterly in executive session with the CCO, and the Funds CCO prepares and presents an annual written compliance report to the Board. The Compliance Committee recommends and the Board adopts compliance policies and procedures for the Funds and approves such procedures for the Funds service providers. The compliance policies and procedures are specifically designed to detect, prevent and correct violations of the federal securities laws.

Board Committees and Meetings

The standing committees of the Board are the Audit Committee, the Compliance Committee, the Governance Committee, the Investments Committee, and the Valuation, Distribution and Proxy Voting Oversight Committee (the Committees).

The members of the Audit Committee are Messrs. David C. Arch, Frank S. Bayley, James T. Bunch, Bruce L. Crockett, Rodney Dammeyer (Vice Chair), Raymond Stickel, Jr. (Chair) and Dr. Larry Soll. The Audit Committees primary purposes are to: (i) oversee qualifications, independence and performance of the independent registered public accountants; (ii) appoint independent registered public accountants for the Funds; (iii) pre-approve all permissible audit and non-audit services that are provided to Funds by their independent registered public accountants to the extent required by Section 10A(h) and (i) of the Exchange Act; (iv) pre-approve, in accordance with Rule 2-01(c)(7)(ii) of Regulation S-X, certain non-audit services provided by the Funds independent registered public accountants to the Adviser and certain affiliates of the Adviser; (v) review the audit and tax plans prepared by the independent registered public accountants; (vi) review the Funds audited financial statements; (vii) review the process that management uses to evaluate and certify disclosure controls and procedures in Form N-CSR; (viii) review the process for preparation and review of the Funds shareholder reports; (ix) review certain tax procedures maintained by the Funds; (x) review modified or omitted officer certifications and disclosures; (xi) review any internal audits of the Funds; (xii) establish procedures regarding questionable accounting or auditing matters and other alleged violations; (xiii) set hiring policies for employees and proposed employees of the Funds who are employees or former employees of the independent registered public accountants; and (xiv) remain informed of (a) the Funds accounting systems and controls, (b) regulatory changes and new accounting pronouncements that affect the Funds net asset value calculations and financial statement reporting requirements, and (c) communications with regulators regarding accounting and financial reporting matters that pertain to the Funds. Each member of the Audit Committee is an Independent Trustee and each meets the additional independence requirements for audit committee members as defined by Exchange listing standards. The Audit Committee held eight meetings during the twelve months ended February 29, 2012.

The members of the Compliance Committee are Messrs. Bayley, Bunch, Dammeyer (Vice Chair), Stickel and Dr. Soll (Chair). The Compliance Committee is responsible for: (i) recommending to the Board and the Independent Trustees the appointment, compensation and removal of the Funds CCO; (ii) recommending to the Independent Trustees the appointment, compensation and removal of the Funds Senior Officer appointed pursuant to the terms of the Assurances of Discontinuance entered into by the New York Attorney General, Invesco and INVESCO Funds Group, Inc.; (iii) reviewing any report prepared by a third party who is not an interested person of the Adviser, upon the conclusion by such third party of a compliance review of the Adviser; (iv) reviewing all reports on compliance matters from the Funds CCO, (v) reviewing all recommendations made by the Senior Officer regarding the Advisers compliance procedures, (vi) reviewing all reports from the Senior Officer of any violations of state and federal securities laws, the Colorado Consumer Protection Act, or breaches of the Advisers fiduciary duties to Fund shareholders and of the Advisers Code of Ethics; (vii) overseeing all of the compliance policies and

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procedures of the Funds and their service providers adopted pursuant to Rule 38a-1 of the 1940 Act; (viii) from time to time, reviewing certain matters related to redemption fee waivers and recommending to the Board whether or not to approve such matters; (ix) receiving and reviewing quarterly reports on the activities of the Advisers Internal Compliance Controls Committee; (x) reviewing all reports made by the Advisers CCO; (xi) reviewing and recommending to the Independent Trustees whether to approve procedures to investigate matters brought to the attention of the Advisers ombudsman; (xii) risk management oversight with respect to the Funds and, in connection therewith, receiving and overseeing risk management reports from Invesco Ltd. that are applicable to the Funds or their service providers; and (xiii) overseeing potential conflicts of interest that are reported to the Compliance Committee by the Adviser, the CCO, the Senior Officer and/or the Compliance Consultant. The Compliance Committee held six meetings during the twelve months ended February 29, 2012.

The members of the Governance Committee are Messrs. Arch, Crockett, Albert R. Dowden (Chair), Jack M. Fields (Vice Chair), Carl Frischling, Hugo F. Sonnenschein and Dr. Prema Mathai-Davis. The Governance Committee is responsible for: (i) nominating persons who will qualify as Independent Trustees for (a) election as Trustees in connection with meetings of shareholders of the Funds that are called to vote on the election of Trustees, (b) appointment by the Board as Trustees in connection with filling vacancies that arise in between meetings of shareholders; (ii) reviewing the size of the Board, and recommending to the Board whether the size of the Board shall be increased or decreased; (iii) nominating the Chair of the Board; (iv) monitoring the composition of the Board and each committee of the Board, and monitoring the qualifications of all Trustees; (v) recommending persons to serve as members of each committee of the Board (other than the Compliance Committee), as well as persons who shall serve as the chair and vice chair of each such committee; (vi) reviewing and recommending the amount of compensation payable to the Independent Trustees; (vii) overseeing the selection of independent legal counsel to the Independent Trustees; (viii) reviewing and approving the compensation paid to independent legal counsel to the Independent Trustees; (ix) reviewing and approving the compensation paid to counsel and other advisers, if any, to the Committees of the Board; and (x) reviewing as they deem appropriate administrative and/or logistical matters pertaining to the operations of the Board. Each member of the Governance Committee is an Independent Trustee and each meets the additional independence requirements for nominating committee members as defined by Exchange listing standards. The Governance Committees charter is available at www.invesco.com/us.

The Governance Committee will consider nominees recommended by a shareholder to serve as Trustee, provided: (i) that such person is a shareholder of record at the time he or she submits such names and is entitled to vote at the meeting of shareholders at which Trustees will be elected; and (ii) that the Governance Committee or the Board, as applicable, shall make the final determination of persons to be nominated. Notice procedures set forth in each Funds bylaws require that any shareholder of a Fund desiring to nominate a Trustee for election at a shareholder meeting must submit to the Funds Secretary the nomination in writing not later than the close of business on the later of the 60th day prior to such shareholder meeting or the tenth day following the day on which public announcement is made of the shareholder meeting and not earlier than the close of business on the 90th day prior to the shareholder meeting. The Governance Committee held six meetings during the twelve months ended February 29, 2012.

The members of the Investments Committee are Messrs. Arch, Bayley (Chair), Bunch (Vice Chair), Crockett, Dammeyer, Dowden, Fields, Martin L. Flanagan, Frischling, Sonnenschein (Vice Chair), Stickel, Philip A. Taylor, Wayne W. Whalen, and Drs. Mathai-Davis (Vice Chair) and Soll. The Investments Committees primary purposes are to: (i) assist the Board in its oversight of the investment management services provided by the Adviser and the Sub-Advisers; and (ii) review all proposed and existing advisory and sub-advisory arrangements for the Funds, and to recommend what action the full Boards and the Independent Trustees take regarding the approval of all such proposed arrangements and the continuance of all such existing arrangements.

The Investments Committee has established three sub-committees (the Sub-Committees). The Sub-Committees are responsible for: (i) reviewing the performance, fees and expenses of the Funds that have been assigned to a particular Sub-Committee (for each Sub-Committee, the Designated Funds), unless the Investments Committee takes such action directly; (ii) reviewing with the applicable portfolio managers from time to time the investment objective(s), policies, strategies and limitations of the Designated Funds; (iii) evaluating the investment advisory, sub-advisory and distribution arrangements in effect or proposed for the Designated Funds, unless the Investments Committee takes such action directly; (iv) being familiar with the registration statements and periodic shareholder reports applicable to their Designated Funds; and (v) such other investment-related matters as the

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Investments Committee may delegate to the Sub-Committees from time to time. The Investments Committee held six meetings during the twelve months ended February 29, 2012.

The members of the Valuation, Distribution and Proxy Oversight Committee are Messrs. Dowden, Fields, Frischling (Chair), Sonnenschein (Vice Chair), Whalen and Dr. Mathai-Davis. The primary purposes of the Valuation, Distribution and Proxy Oversight Committee are: (a) to address issues requiring action or oversight by the Board (i) in the valuation of the Funds portfolio securities consistent with the Pricing Procedures, (ii) in oversight of the creation and maintenance by the principal underwriters of the Funds of an effective distribution and marketing system to build and maintain an adequate asset base and to create and maintain economies of scale for the Funds, (iii) in the review of existing distribution arrangements for the Funds under Rule 12b-1 and Section 15 of the 1940 Act, and (iv) in the oversight of proxy voting on portfolio securities of the Funds; and (b) to make regular reports to the full Board.

The Valuation, Distribution and Proxy Oversight Committee is responsible for: (a) with regard to valuation, (i) developing an understanding of the valuation process and the Pricing Procedures, (ii) reviewing the Pricing Procedures and making recommendations to the full Board with respect thereto, (iii) reviewing the reports described in the Pricing Procedures and other information from the Adviser regarding fair value determinations made pursuant to the Pricing Procedures by the Advisers internal valuation committee and making reports and recommendations to the full Board with respect thereto, (iv) receiving the reports of the Advisers internal valuation committee requesting approval of any changes to pricing vendors or pricing methodologies as required by the Pricing Procedures and the annual report of the Adviser evaluating the pricing vendors, approving changes to pricing vendors and pricing methodologies as provided in the Pricing Procedures, and recommending annually the pricing vendors for approval by the full Board; (v) upon request of the Adviser, assisting the Advisers internal valuation committee or the full Board in resolving particular fair valuation issues; (vi) reviewing the reports described in the Procedures for Determining the Liquidity of Securities (the Liquidity Procedures) and other information from the Adviser regarding liquidity determinations made pursuant to the Liquidity Procedures by the Adviser and making reports and recommendations to the full Board with respect thereto, and (vii) overseeing actual or potential conflicts of interest by investment personnel or others that could affect their input or recommendations regarding pricing or liquidity issues; (b) with regard to distribution and marketing, (i) developing an understanding of mutual fund distribution and marketing channels and legal, regulatory and market developments regarding distribution, (ii) reviewing periodic distribution and marketing determinations and annual approval of distribution arrangements and making reports and recommendations to the full Board with respect thereto, and (iii) reviewing other information from the principal underwriters to the Funds regarding distribution and marketing of the Funds and making recommendations to the full Board with respect thereto; and (c) with regard to proxy voting, (i) overseeing the implementation of the Proxy Voting Guidelines (the Guidelines) and the Proxy Policies and Procedures (the Proxy Procedures) by the Adviser and the Sub-Advisers, reviewing the Quarterly Proxy Voting Report and making recommendations to the full Board with respect thereto, (ii) reviewing the Guidelines and the Proxy Procedures and information provided by the Adviser and the Sub-Advisers regarding industry developments and best practices in connection with proxy voting and making recommendations to the full Board with respect thereto, and (iii) in implementing its responsibilities in this area, assisting the Adviser in resolving particular proxy voting issues. The Valuation, Distribution and Proxy Oversight Committee was formed effective January 1, 2008. It succeeded the Valuation Committee, which existed prior to 2008. The Valuation, Distribution and Proxy Oversight Committee held six meetings during the twelve months ended February 29, 2012.

Trustees are encouraged to attend shareholder meetings, but the Board has no set policy requiring Board member attendance at meetings. During each Funds last fiscal year, each of the Trustees during the period such Trustee served as a Trustee attended at least 75% of the meetings of the Board and all committee meetings thereof of which such Trustee was a member.

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Exhibit H

Remuneration of Target Fund Trustees

The following information pertains to the Target Fund. Not all funds advised by the Adviser are overseen by the same board of trustees. The Target Fund is overseen by the Board of Trustees discussed below (the Invesco Board). References to the Board in this Exhibit H refer solely to the Invesco Board and references to Funds in this Exhibit H refer solely to those funds advised by the Adviser, including the Target Fund, overseen by the Invesco Board.

Remuneration of Trustees

Each Trustee who is not affiliated with the Adviser is compensated for his or her services according to a fee schedule that recognizes the fact that such Trustee also serves as a Trustee of other Invesco Funds. Each such Trustee receives a fee, allocated among the Invesco Funds for which he or she serves as a Trustee, that consists of an annual retainer component and a meeting fee component. The Chair of the Board and Chairs and Vice Chairs of certain committees receive additional compensation for their services.

The Trustees have adopted a retirement plan funded by the Funds for the Trustees who are not affiliated with the Adviser. The Trustees also have adopted a retirement policy that permits each non-Invesco-affiliated Trustee to serve until December 31 of the year in which the Trustee turns 75. A majority of the Trustees may extend from time to time the retirement date of a Trustee.

Annual retirement benefits are available from the Funds and/or the other Invesco Funds for which a Trustee serves (each, a Covered Fund), for each Trustee who is not an employee or officer of the Adviser, who either (a) became a Trustee prior to December 1, 2008, and who has at least five years of credited service as a Trustee (including service to a predecessor fund) of a Covered Fund, or (b) was a member of the Board of Trustees of a Van Kampen Fund immediately prior to June 1, 2010 (Former Van Kampen Trustee), and has at least one year of credited service as a Trustee of a Covered Fund after June 1, 2010.

For Trustees other than Former Van Kampen Trustees, effective January 1, 2006, for retirements after December 31, 2005, the retirement benefits will equal 75% of the Trustees annual retainer paid to or accrued by any Covered Fund with respect to such Trustee during the twelve-month period prior to retirement, including the amount of any retainer deferred under a separate deferred compensation agreement between the Covered Fund and the Trustee. The amount of the annual retirement benefit does not include additional compensation paid for Board meeting fees or compensation paid to the Chair of the Board and the Chairs and Vice Chairs of certain Board committees, whether such amounts are paid directly to the Trustee or deferred. The annual retirement benefit is payable in quarterly installments for a number of years equal to the lesser of (i) sixteen years or (ii) the number of such Trustees credited years of service. If a Trustee dies prior to receiving the full amount of retirement benefits, the remaining payments will be made to the deceased Trustees designated beneficiary for the same length of time that the Trustee would have received the payments based on his or her service or, if the Trustee has elected, in a discounted lump sum payment. A Trustee must have attained the age of 65 (60 in the event of death or disability) to receive any retirement benefit. A Trustee may make an irrevocable election to commence payment of retirement benefits upon retirement from the Board before age 72; in such a case, the annual retirement benefit is subject to a reduction for early payment.

If the Former Van Kampen Trustee completes at least 10 years of credited service after June 1, 2010, the retirement benefit will equal 75% of the Former Van Kampen Trustees annual retainer paid to or accrued by any Covered Fund with respect to such Trustee during the twelve-month period prior to retirement, including the amount of any retainer deferred under a separate deferred compensation agreement between the Covered Fund and such Trustee. The amount of the annual retirement benefit does not include additional compensation paid for Board meeting fees or compensation paid to the Chair of the Board and the Chairs and Vice Chairs of certain Board committees, whether such amounts are paid directly to the Trustee or deferred. The annual retirement benefit is payable in quarterly installments for 10 years beginning after the later of the Former Van Kampen Trustees

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termination of service or attainment of age 72 (or age 60 in the event of disability or immediately in the event of death). If a Former Van Kampen Trustee dies prior to receiving the full amount of retirement benefits, the remaining payments will be made to the deceased Trustees designated beneficiary or, if the Trustee has elected, in a discounted lump sum payment.

If the Former Van Kampen Trustee completes less than 10 years of credited service after June 1, 2010, the retirement benefit will be payable at the applicable time described in the preceding paragraph, but will be paid in two components successively. For the period of time equal to the Former Van Kampen Trustees years of credited service after June 1, 2010, the first component of the annual retirement benefit will equal 75% of the compensation amount described in the preceding paragraph. Thereafter, for the period of time equal to the Former Van Kampen Trustees years of credited service after June 1, 2010, the second component of the annual retirement benefit will equal the excess of (x) 75% of the compensation amount described in the preceding paragraph, over (y) $68,041 plus an interest factor of 4% per year compounded annually measured from June 1, 2010 through the first day of each year for which payments under this second component are to be made. In no event, however, will the retirement benefits under the two components be made for a period of time greater than 10 years. For example, if the Former Van Kampen Trustee completes 7 years of credited service after June 1, 2010, he or she will receive 7 years of payments under the first component and thereafter 3 years of payments under the second component, and if the Former Van Kampen Trustee completes 4 years of credited service after June 1, 2010, he or she will receive 4 years of payments under the first component and thereafter 4 years of payments under the second component.

Deferred Compensation Agreements . Edward K. Dunn (a former Trustee of funds in the Invesco Funds complex), Messrs. Crockett, Fields, Frischling and Whalen, and Drs. Mathai-Davis, and Soll (for purposes of this paragraph only, the Deferring Trustees) have each executed a Deferred Compensation Agreement (collectively, the Compensation Agreements). Pursuant to the Compensation Agreements, the Deferring Trustees have the option to elect to defer receipt of up to 100% of their compensation payable by the Funds, and such amounts are placed into a deferral account and deemed to be invested in one or more Invesco Funds selected by the Deferring Trustees.

Distributions from these deferral accounts will be paid in cash, generally in equal quarterly installments over a period of up to ten (10) years (depending on the Compensation Agreement) beginning on the date selected under the Compensation Agreement. If a Deferring Trustee dies prior to the distribution of amounts in his or her deferral account, the balance of the deferral account will be distributed to his or her designated beneficiary. The Compensation Agreements are not funded and, with respect to the payments of amounts held in the deferral accounts, the Deferring Trustees have the status of unsecured creditors of the Funds and of each other Invesco Fund from which they are deferring compensation.

Set forth below is information regarding compensation paid or accrued for each Trustee of the Target Fund.

	Aggregate	Pension or — Retirement Benefits	Estimated Annual — Benefits from Invesco	Total Compensation — Before Deferral from
	Compensation from	Accrued by All	Funds Upon	Invesco Funds Paid to
Trustee	the Target Fund (1)	Invesco Funds (2)	Retirement (3)	Trustee (4)
Interested Trustees
Martin L. Flanagan	None	None	None	None
Philip A. Taylor	None	None	None	None
Wayne W. Whalen	$ 1,060	$ 304,730	$ 195,000	$ 399,000
Independent Trustees
David C. Arch	1,116	164,973	195,000	412,250
Frank S. Bayley	1,553	236,053	195,000	420,000
James T. Bunch	1,167	302,877	195,693	385,000
Bruce L. Crockett	2,624	227,797	195,000	693,500
Rodney F. Dammeyer	1,106	290,404	195,000	412,250
Albert R. Dowden	1,858	296,156	195,000	415,000
Jack M. Fields	1,070	313,488	195,000	307,250
Carl Frischling (5)	1,233	233,415	195,000	356,000
Prema Mathai-Davis	1,139	302,911	195,000	330,000

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	Aggregate	Pension or — Retirement Benefits	Estimated Annual — Benefits from Invesco	Total Compensation — Before Deferral from
	Compensation from	Accrued by All	Funds Upon	Invesco Funds Paid to
Trustee	the Target Fund (1)	Invesco Funds (2)	Retirement (3)	Trustee (4)
Larry Soll	1,669	342,675	216,742	375,750
Hugo F. Sonnenschein	1,135	290,404	195,000	412,200
Raymond Stickel, Jr.	1,955	230,451	195,000	399,250

| (1) | For the fiscal year ended February 29, 2012. The total amount of compensation
deferred by all trustees of the Target Fund during the fiscal year ended February 29, 2012,
including earnings, was $4,223. |
| --- | --- |
| (2) | For the year ended December 31, 2011, the total amount of expenses allocated to the
Target Fund in respect of such retirement benefits was $1,758. |
| (3) | For the year ended December 31, 2011. These amounts represent the estimated annual
benefits payable by the Invesco Funds upon the trustees retirement and assumes each trustee
serves until his or her normal retirement date. |
| (4) | For the year ended December 31, 2011. All trustees except Messrs. Arch, Dammeyer,
Sonnenschein and Whalen currently serve as trustee of 133 portfolios in the Fund Complex
advised by the Adviser. Messrs. Arch, Dammeyer, Sonnenschein and Whalen currently serve as
trustee of 151 portfolios in the Fund Complex advised by the Adviser. |
| (5) | During the fiscal year ended February 29, 2012, the Target Fund paid $1,024 in legal
fees to Kramer Levin Naftalis & Frankel LLP for services rendered by such firm as counsel to the
Independent Trustees of the Target Fund. Mr. Frischling is a partner of such firm. |

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Exhibit I

Information on the Funds Independent Registered Public Accounting Firm

The Audit Committee of the Board of Trustees of each Fund appointed, and the Board of Trustees ratified and approved, PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm of the Fund for fiscal years ending after May 31, 2010. Prior to May 31, 2010, each Fund was audited by a different independent registered public accounting firm (the Prior Auditor). The Board of Trustees selected a new independent auditor in connection with the appointment of Invesco Advisers as investment adviser to the Fund. Effective June 1, 2010, the Prior Auditor resigned as the independent registered public accounting firm of the Fund.

The Prior Auditors report on the financial statements of each Fund for the prior two years did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the period the Prior Auditor was engaged, there were no disagreements with the Prior Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to the Prior Auditors satisfaction, would have caused it to make reference to that matter in connection with its report.

Audit and Other Fees

The Funds and Covered Entities (the Adviser, excluding sub-advisers unaffiliated with the Adviser, and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Funds), were billed the amounts listed below by PwC during each Funds last two fiscal years. Effective February 28, 2011, the fiscal year end of each Fund was changed to the last day in February.

Fund		Audit Fees	Non-Audit Fees							Total
			Audit Related						Total Non-
			Fees		Tax Fees		All Other		Audit
Target Fund (IQN)	02/29/12	$ 36,300	$ 5,000	(1)	$ 4,100	(2)	$ 0		$ 9,100	$ 45,400
	11/01/10- 02/28/11	$ 19,250	$ 4,000	(1)	$ 2,300	(2)	$ 0		$ 6,300	$ 25,550
Acquiring Fund (VTN)	02/29/12	$ 36,300	$ 5,000	(1)	$ 5,900	(2)	$ 0		$ 10,900	$ 47,200
	10/31/10-2/28/11	$ 19,250	$ 4,000	(1)	$ 2,300	(2)	$ 1,667	(3)	$ 7,967	$ 27,217
Covered Entities	02/29/12	$ 0	$ 0		$ 0		$ 0		$ 0	$ 0
Covered Entities	11/01/10- 02/28/11	$ 0	$ 0		$ 0		$ 0		$ 0	$ 0

| (1) | Includes fees billed for agreed upon procedures related to auction rate preferred
securities. |
| --- | --- |
| (2) | Includes fees billed for reviewing tax returns. |
| (3) | Includes fees billed for completing professional services related to benchmark analysis. |

The Audit Committee of each Board has considered whether the provision of non-audit services performed by PwC to such Funds and Covered Entities is compatible with maintaining PwCs independence in performing audit services. Each Funds 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 such Funds. 100% of such services were pre-approved by the Audit Committee pursuant to the Audit Committees pre-approval policies and procedures. Each Boards pre-approval policies and procedures are included as part of the Boards Audit Committee charter, which is available at www.invesco.com/us. The members of the Audit Committee for the Target Fund are David C. Arch, Frank S. Bayley, James T. Bunch, Bruce L. Crockett, Rodney Dammeyer, Raymond Stickel, Jr., and Dr. Larry Soll. The members of the Audit Committee for the Acquiring Fund are Jerry D. Choate, Linda Hutton Heagy and R. Craig Kennedy.

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The Audit Committee of each Fund reviewed and discussed the last audited financial statements of each Fund with management and with PwC. In the course of its discussions, each Funds Audit Committee has discussed with PwC its judgments as to the quality, not just the acceptability, of such Funds accounting principles and such other matters as are required to be discussed with the Audit Committee by Statement on Auditing Standards No. 114 (The Auditors Communication With Those Charged With Governance). Each Funds Audit Committee received the written disclosures and the letter from PwC required under Public Company Accounting Oversight Boards Ethics & Independence Rule 3526 and has discussed with PwC its independence with respect to such Fund. Each Fund knows of no direct financial or material indirect financial interest of PwC in such Fund. Based on this review, the Audit Committee recommended to the Board of each Fund that such Funds audited financial statements be included in such Funds Annual Report to Shareholders for the most recent fiscal year for filing with the SEC.

It is not expected that representatives of PwC will attend the Meeting. In the event representatives of PwC do attend the Meeting, they will have the opportunity to make a statement if they desire to do so and will be available to answer appropriate questions.

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Exhibit J

Information Regarding the Acquiring Fund Trustees

The following information pertains to the Acquiring Fund. Not all funds advised by the Adviser are overseen by the same board of trustees. The Acquiring Fund is overseen by the Board of Trustees discussed below (the IVK Board). References to the Board in this Exhibit J refer solely to the IVK Board and references to Funds in this Exhibit J refer solely to those funds advised by the Adviser, including the Acquiring Fund, overseen by the IVK Board.

The tables below list the incumbent Trustees, 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.

	Position(s)	Term of — Office		Number of — Portfolios in
	Held with	and		Fund
Name, Year of Birth	the	Length of		Complex
and Address of	Acquiring	Time	Principal Occupation(s) During the	Overseen by	Other Directorships Held by
Trustee	Fund	Served	Past Five Years	Trustee	Trustee During the Past Five Years
Independent Trustees:
David C. Arch 1 1945
Blistex Inc. 1800 Swift Drive Oak Brook, IL 60523	Trustee		Retired. Chairman and Chief
Executive Officer of Blistex
Inc., a consumer health care
products manufacturer.	151	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.
Jerry D. Choate 1 1938 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.
Rodney F.
Dammeyer*** 2,4 1940
CAC, LLC	Trustee		President of CAC, LLC, a private
company offering capital
investment and management
advisory services. Prior to	151	Trustee/Managing General Partner
of funds in the Fund Complex.
Director of Quidel Corporation
and Stericycle,

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	Position(s)	Term of — Office		Number of — Portfolios in
	Held with	and		Fund
Name, Year of Birth	the	Length of		Complex
and Address of	Acquiring	Time	Principal Occupation(s) During the	Overseen by	Other Directorships Held by
Trustee	Fund	Served	Past Five Years	Trustee	Trustee During the Past Five Years
4370 La Jolla Village Drive Suite 685 San Diego, CA 92122-1249			January 2004, Director of
TeleTech Holdings, Inc. Prior to
2002, Director of Arris Group,
Inc. Prior to 2001, Managing
Partner at Equity Group Corporate
Investments. Prior to 1995, Vice
Chairman of Anixter
International. Prior to 1985,
experience includes Senior Vice
President and Chief Financial
Officer of Household
International, Inc., Executive
Vice President and Chief
Financial Officer of Northwest
Industries, Inc. and Partner of
Arthur Andersen & Co.		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.
Linda Hutton Heagy 2,4 1948 4939 South Greenwood Chicago, IL 60615	Trustee		Retired. 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, Vice
President of Northern Trust
Company and a trainee at Price
Waterhouse.	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.
R. Craig Kennedy 3
1952
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.
Advisory Board, True North
Ventures.
Howard J Kerr*** 1
1935 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	18	Trustee/Managing General Partner
of funds in the Fund Complex.
Director of the Lake Forest Bank
& Trust. Director of the Marrow
Foundation.

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	Position(s)	Term of — Office		Number of — Portfolios in
	Held with	and		Fund
Name, Year of Birth	the	Length of		Complex
and Address of	Acquiring	Time	Principal Occupation(s) During the	Overseen by	Other Directorships Held by
Trustee	Fund	Served	Past Five Years	Trustee	Trustee During the Past Five Years
			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 Ford
and Naval Aid to President Ford,
and Military Fellow on the
Council of Foreign Relations in
1978-through 1979.
Jack E. Nelson*** 3
1936 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.
Hugo F.
Sonnenschein 3,4 1940 1126 E. 59th Street Chicago, IL 60637	Trustee		Distinguished Service Professor
and President Emeritus of the
University of Chicago and the
Adam Smith Distinguished Service
Professor in the Department of
Economics at the University of
Chicago. Prior to July 2000,
President of the University of
Chicago.	151	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 and
Sciences.
Suzanne H. Woolsey, Ph.D. 1 1941 815 Cumberstone Road Harwood, MD 20776	Trustee		Chief Executive Officer of
Woolsey Partners LLC. 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

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	Position(s)	Term of — Office		Number of — Portfolios in
	Held with	and		Fund
Name, Year of Birth	the	Length of		Complex
and Address of	Acquiring	Time	Principal Occupation(s) During the	Overseen by	Other Directorships Held by
Trustee	Fund	Served	Past Five Years	Trustee	Trustee During the Past Five Years
					committee and executive
committee, and former Chairperson
of the Board of Trustees (from
1997 to 1999), of the German
Marshall 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 1971 1555 Peachtree Street, N.E. Atlanta, GA 30309	Trustee;
President
and Principal
Executive
Officer		Senior Managing
Director and Chief
Administrative
Officer of Invesco
Advisers, Inc.
since 2006. Chief
Administrative
Officer of Invesco,
Ltd. 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.	18	None.
Wayne W.
Whalen** 2 1939 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
certain funds in
the Fund Complex.	151	Trustee/Managing
General Partner of
funds in the Fund
Complex. Director
of the Mutual Fund
Directors Forum, a
nonprofit
membership
organization for
investment company
directors.
Chairman and
Director for the
Abraham Lincoln
Presidential
Library Foundation
and Director of the
Stevenson Center
for Democracy.

1	Designated as a Class I trustee.
2	Designated as a Class II trustee.
3	Designated as a Class III trustee.
4	With respect to Funds with VMTP Shares outstanding, Mr. Sonnenschein and Ms. Heagy are elected by the VMTP Shareholders.
*	Mr. Meadows is an interested person (within the meaning of Section 2(a)(19) of the 1940 Act)
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 because he and his firm currently provide legal
services as legal counsel to such funds in the Fund Complex.
***	Pursuant to the Boards Trustee retirement policy, Howard J Kerr and Jack E. Nelson are
retiring from the Board effective as of the Meeting. Rodney Dammeyer is not standing for
reelection and his term of office as Trustee of the Acquiring Fund will expire at the Meeting.
The Board has reduced the size of the Board to eight Trustees effective as of the Meeting.

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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 the following table.

Fund	Independent Trustees — Arch	Choate	Dammeyer	Heagy	Kennedy	Kerr	Nelson	Sonnenschein	Woolsey	Interested Trustees — Meadows	Whalen
VTN	1992	2003	1992	2003	2003	1992	2003	1994	2003	2010	1992

Trustee Ownership of Acquiring Fund Shares

The following table shows each Board members ownership of shares of the Acquiring Fund and of shares of all registered investment companies overseen by such Board member in the Fund Complex as of December 31, 2011.

	Dollar Range of Equity Securities	Aggregate Dollar Range of Equity Securities in All — Registered Investment Companies Overseen by Board
Name	in the Acquiring Fund	Member in Family of Investment Companies
Independent Trustees
David C. Arch	None	Over $100,000
Jerry D. Choate	None	Over $100,000
Rodney F. Dammeyer	None	Over $100,000
Linda Hutton Heagy	None	$50,001-$100,000
R. Craig Kennedy	None	$50,001-$100,000
Howard J Kerr	None	$1-$10,000
Jack E. Nelson	None	$1-$10,000
Hugo F. Sonnenschein	None	Over $100,000
Suzanne H. Woolsey	None	$10,001-$50,000
Interested Trustees
Colin D. Meadows	None	$1-$10,000
Wayne W. Whalen	None	Over $100,000

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Exhibit K

Acquiring Fund Board Leadership Structure, Role in Risk Oversight, and Committees and Meetings

The following information pertains to the Acquiring Fund. Not all funds advised by the Adviser are overseen by the same board of trustees. The Acquiring Fund is overseen by the Board of Trustees discussed below (the IVK Board). References to the Board in this Exhibit K refer solely to the IVK Board and references to Funds in this Exhibit K refer solely to those funds advised by the Adviser, including the Acquiring Fund, overseen by the IVK Board.

Board Leadership Structure

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 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 in the Trustee biographies in Exhibit J. 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 Committees and Meetings

Each Funds Board of Trustees has two standing committees (an Audit 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 Exchange listing standards.

Each Boards Audit Committee consists of Jerry D. Choate, Linda Hutton Heagy and R. Craig 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 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 Committees charter is available at www.invesco.com/us . Each member of the Audit Committee is deemed an audit committee financial expert.

Each Boards Governance Committee consists of David C. Arch, Rodney Dammeyer, Howard J Kerr, Jack E. Nelson, Hugo F. Sonnenschein and Suzanne H. Woolsey. In addition to being Independent Trustees as defined above, each of these Trustees also meets the additional independence requirements for nominating committee

Folio K-1 /Folio

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members as defined by 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/us. The Independent Trustees of the respective Fund select and nominate 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 herein.

During the Funds last fiscal year, the Board held seven meetings, the Boards Audit Committee held seven meetings, and the Boards Governance Committee met five times. The Board previously had a brokerage and services committee, which met two times during the Funds last fiscal year.

During the Funds last completed fiscal year, each of the Trustees of the Fund during the period such Trustee served as a Trustee attended at least 75% of the meetings of the Board of Trustees and all committee meetings thereof of which such Trustee was a member.

Board Role in Risk Oversight

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. 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 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.

Folio K-2 /Folio

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Exhibit L

Remuneration of Acquiring Fund Trustees

The following information pertains to the Acquiring Fund. Not all funds advised by the Adviser are overseen by the same board of trustees. The Acquiring Fund is overseen by the Board of Trustees discussed below (the IVK Board). References to the Board in this Exhibit L refer solely to the IVK Board and references to Funds in this Exhibit L refer solely to those funds advised by the Adviser, including the Acquiring Fund, overseen by the IVK Board.

Remuneration of Trustees

Set forth below is information regarding compensation paid or accrued for each Trustee of the Acquiring Fund during the year ended December 31, 2011. The Funds do not accrue or pay retirement or pension benefits to Trustees.

Compensation Table

	Aggregate Compensation from	Total Compensation from	Number of Portfolios in — Fund Complex Overseen
Name	the Acquiring Fund (1)	Funds in the Fund Complex	by Trustee
Interested Trustees
Wayne W. Whalen	$ 3,807	$ 399,000	151
Colin D. Meadows	$ 0	$ 0	18
Independent Trustees
David C. Arch	$ 3,807	$ 412,250	151
Jerry D. Choate	$ 3,328	$ 83,000	18
Rodney F. Dammeyer	$ 3,807	$ 412,250	151
Linda Hutton Heagy	$ 3,807	$ 95,000	18
R. Craig Kennedy	$ 3,572	$ 89,000	18
Howard J Kerr	$ 3,807	$ 95,000	18
Jack E. Nelson	$ 3,807	$ 95,000	18
Hugo F. Sonnenschein	$ 3,807	$ 412,200	151
Suzanne H. Woolsey	$ 3,807	$ 95,000	18

(1) For the year ended December 31, 2011.

Folio L-1 /Folio

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Exhibit M

Outstanding Shares of the Funds

As of the Record Date, there were the following number of shares outstanding of each Fund:

Fund	Share Class
IQN	Common Shares	4,030,280
IQN	VMTP Shares	136
VTN	Common Shares	15,249,928
VTN	VMTP Shares	768

Folio M-1 /Folio

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Exhibit N

Ownership of the Funds

Significant Holders

Listed below are the name, address and percent ownership of each person who, as of the Record Date, to the best knowledge of the Funds owned 5% or more of the outstanding shares of a class of a Fund.

Name and Address	Fund	Class of Shares	Number of — Shares Owned	Percent Owned*
Karpus Investment Management 183 Sullys Trail Pittsford, New York 14534	Target Fund (IQN)	Common Shares	425,544		10.56 %
First Trust Portfolios L.P., First Trust
Advisors L.P., The
Charger
Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187	Acquiring Fund (VTN)	Common Shares	1,089,236		6.7 %
RBC Capital Markets, LLC Three World Financial Center 200 Vesey Street New York, NY 10281-8098	Target Fund (IQN)	VMTP	136	**	100 %
RBC Capital Markets, LLC Three World Financial Center 200 Vesey Street New York, NY 10281-8098	Acquiring Fund (VTN)	VMTP	768	**	100 %

| * | Each Fund has no knowledge of whether all or any portion of the shares owned of record are
also owned beneficially. |
| --- | --- |
| ** | VMTP Shares are subject to a voting trust requiring that certain voting
rights of the VMTP Shares must be exercised as directed by an unaffiliated third party. |

Folio N-1 /Folio

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Exhibit O

Statement of Preferences of the VMTP Shares of the Acquiring Fund

Folio O-1 /Folio

PAGEBREAK

EVERY SHAREHOLDERS VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY!

| EASY
VOTING OPTIONS: | |
| --- | --- |
| ● | VOTE ON THE INTERNET Log on to: www.proxy-direct.com Follow the on-screen instructions available 24 hours |
| ● | VOTE BY TELEPHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours |
| ● | VOTE BY MAIL Vote, sign and date your Proxy Card and return it in the postage-paid envelope |

Please detach at perforation before mailing.

●
PREFERRED SHARES

The undersigned holder of Preferred Shares of the Fund hereby appoints Colin D. Meadows, John M. Zerr, Sheri S. Morris, Peter A. Davidson, and Stephen R. Rimes, and any one of them separately, proxies with full power of substitution in each, and hereby authorizes them to represent and to vote, as designated on the reverse of this proxy card, at the Joint Annual Meeting of Shareholders on July 17, 2012, at 2:00 p.m., Eastern Time, and at any adjournment or postponement thereof, all of the Preferred Shares of the Fund which the undersigned would be entitled to vote if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED FOR THE APPROVAL OF EACH PROPOSAL, FOR ALL OF THE NOMINEES, AND IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

| VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 |
| --- |
| NOTE : PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS
PROXY CARD. When signing as executor, administrator, attorney, trustee or guardian or as custodian for a minor, please
give full title as such. If a corporation, limited liability company, or partnership, please sign in full entity name
and indicate the signers position with the entity. |
| Signature |
| 2012 |
| Date |

PLEASE VOTE VIA INTERNET OR TELEPHONE OR MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

Folio /Folio

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EVERY SHAREHOLDERS VOTE IS IMPORTANT VOTE THIS PROXY CARD TODAY!

Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held on July 17, 2012. The Proxy Statement for this meeting is available at: [ ]

Please detach at perforation before mailing.

This proxy is solicited on behalf of the Board. The Board recommends voting FOR each proposal and FOR ALL of the nominees.

TO VOTE, MARK A BOX BELOW IN BLUE OR BLACK INK. Example: n

	AGAINST
Proposal 1: Approval of an Agreement and Plan of Redomestication that provides for the
reorganization of the Fund as a Delaware statutory trust.
Proposal 2(b): Approval of an Agreement and Plan of Merger that provides for
Invesco New York Quality Municipal Securities to merge with and into the Fund.
FOR	WITHHOLD
Proposal 4(a): Election of the Trustee The Board recommends a vote FOR the nominee listed:
01. Wayne W. Whalen
FOR	WITHHOLD
Proposal 4(b): Election of the Trustee The Board recommends a vote FOR the nominee listed:
01. Linda Hutton Heagy

PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND IN ACCORDANCE WITH THE VOTING STANDARDS SET FORTH IN THE PROXY STATEMENT WITH RESPECT TO ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING.

PLEASE SIGN AND DATE ON THE REVERSE SIDE

Folio /Folio

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EVERY SHAREHOLDERS VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY!

Please detach at perforation before mailing.

●
PREFERRED SHARES

The undersigned holder of Preferred Shares of the Fund hereby appoints Philip A. Taylor, John M. Zerr, Sheri S. Morris, Peter A. Davidson, and Stephen R. Rimes, and any one of them separately, proxies with full power of substitution in each, and hereby authorizes them to represent and to vote, as designated on the reverse of this proxy card, at the Joint Annual Meeting of Shareholders on July 17, 2012, at 1:00 p.m., Eastern Time, and at any adjournment or postponement thereof, all of the Preferred Shares of the Fund which the undersigned would be entitled to vote if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED FOR THE APPROVAL OF EACH PROPOSAL, FOR ALL OF THE NOMINEES, AND IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

| VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 |
| --- |
| NOTE : PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS ON THIS PROXY CARD. When signing as executor, administrator, attorney, trustee or guardian or as custodian for a
minor, please give full title as such. If a corporation, limited liability company, or partnership, please sign in full
entity name and indicate the signers position with the entity. |
| Signature |
| 2012 |
| Date |

PLEASE VOTE VIA INTERNET OR TELEPHONE OR MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

Folio /Folio

PAGEBREAK

EVERY SHAREHOLDERS VOTE IS IMPORTANT VOTE THIS PROXY CARD TODAY!

Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held on July 17, 2012. The Proxy Statement for this meeting is available at: [ ]

Please detach at perforation before mailing.

This proxy is solicited on behalf of the Board. The Board recommends voting FOR each proposal and FOR ALL of the nominees.

TO VOTE, MARK A BOX BELOW IN BLUE OR BLACK INK. Example: n

	AGAINST	ABSTAIN
Proposal 1: Approval of an Agreement and Plan of Redomestication that provides for the reorganization of the Fund as a Delaware statutory trust.
Proposal 2(a): Approval of an Agreement and Plan of Merger that provides for the Fund to merge with and into Invesco Van Kampen Trust for Investment Grade New York Municipals.
FOR ALL	WITHHOLD ALL	FOR ALL EXCEPT
Proposal 3: Election of Trustees The Board recommends a vote FOR ALL of the nominees listed:
01. James T. Bunch 03. Rodney F. Dammeyer 05. Martin L. Flanagan
02. Bruce L. Crockett 04. Jack M. Fields 06. Carl Frischling
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the
box FOR ALL EXCEPT
and write each nominees number on the line provided below.

PLEASE SIGN AND DATE ON THE REVERSE SIDE

Folio /Folio

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