INVESCO Global Asset Management - Citi Private Bank · Applicant: Invesco Global Asset Management (N.A.), Inc. SEC File Number: 801-54192 Date: 03/28/2008 (Do not use this Schedule

ADV Form 017

INVESCO Global Asset Management

ADV Part II, Privacy and Proxy

Policies

As of 03/28/2008

INVESCO GLOBAL ASSET MANAGEMENT (N.A.), INC.

PART II Form ADV

March 28, 2008

F O R M A D V

Part II - Page 1

Uniform Application for Investment Adviser Registrations

Name of Investment Adviser:

Invesco Global Asset Management (N.A.), Inc.

Address: (Number and Street) (City) (State) (Zip Code)

One Midtown Plaza, 1360 Peachtree Street, N.E. Atlanta, GA 30309 Area Code: Telephone Number: (404) 892-0896

This part of Form ADV gives information about the investment adviser and its business for the use of clients.

The information has not been approved or verified by any governmental authority.

Table of Contents

Item Number Item Page

1 Advisory Services and Fees ................................................................................................................................... 2

2 Types of Clients ..................................................................................................................................................... 2

3 Types of Investments ............................................................................................................................................. 3

4 Methods of Analysis, Sources of Information and Investment Strategies .............................................................. 3

5 Education and Business Standards ......................................................................................................................... 4

6 Education and Business Background ..................................................................................................................... 4

7 Other Business Activities ....................................................................................................................................... 4

8 Other Financial Industry Activities or Affiliations................................................................................................. 4

9 Participation or Interest in Client Transactions ...................................................................................................... 5

10 Conditions for Managing Accounts........................................................................................................................ 5

11 Reviews of Accounts.............................................................................................................................................. 5

12 Investment or Brokerage Discretion....................................................................................................................... 6

13 Additional Compensation....................................................................................................................................... 6

14 Balance Sheet ......................................................................................................................................................... 6

Continuation Sheet ................................................................................................................................................. Schedule F

Balance Sheet, if required ...................................................................................................................... Schedule G

F O R M A D V

Part II - Page 2

Applicant: Inveso Global Asset Management (N.A.), Inc.

SEC File Number: 801-54192

Date: 03/28/2008

Definitions for Part II Related person — Any officer, director or partner of applicant or any person directly or indirectly controlling, controlled by, or under common control with the applicant, including any non-clerical, non-ministerial employee. Investment Supervisory Services — Giving continuous investment advice to a client (or making investments for the client) based on the individual needs of the client. Individual needs include, for example, the nature of other client assets and the client’s personal and family obligations.

1. A. Advisory Services and Fees. (check the applicable boxes) For each type of service provided, state the approximate % of total advisory billings from that service.

Applicant: (See instruction below.)

(1) Provides investment supervisory services .............................................................................................................................. 100 %

(2) Manages investment advisory accounts not involving investment supervisory services ........................................................ %

(3) Furnishes investment advice through consultations not included in either service described above ...................................... %

(4) Issues periodicals about securities by subscription................................................................................................................. %

(5) Issues special reports about securities not included in any service described above .............................................................. %

(6) Issues, not as part of any service described above, any charts, graphs, formulas, or other devices which clients may use to evaluate securities ................................................................................................................................................................

%

(7) On more than one occasional basis, furnishes advice to clients on matters not involving securities ...................................... %

(8) Provides a timing service ....................................................................................................................................................... %

(9) Furnishes advice about securities in any manner not described above ................................................................................... %

(Percentages should be based on applicant’s last fiscal year. If applicant has not completed its first fiscal year, provide

estimates of advisory billings for that year and state that the percentages are estimates.)

B. Does applicant call any of the services it checked above financial planning or some similar term? .............................................. Yes No

C. Applicant offers investment advisory services for (check all that apply)

(1) A percentage of assets under management (4) Subscription fees (2) Hourly charges (5) Commissions (3) Fixed Fees (not including subscription fees) (6) Other

D. For each checked box in A above, describe on Schedule F:

• the services provided, including the name of any publication or report issued by the adviser on a subscription basis or for a fee

• applicant’s basic fee schedule, how fees are charged and whether its fees are negotiable

• when compensation is payable, and if compensation is payable before service is provided, how a client may get a refund or may terminate an investment advisory contract before its expiration date

2. Types of Clients — Applicant generally provides investment advice to: (check those that apply) A. Individuals E. Trusts, estates, or charitable organizations B. Banks or thrift institutions F. Corporations or business entities other than those

listed above C. Investment companies

G. Other (describe on Schedule F) D. Pension and profit sharing plans

F O R M A D V

Part II - Page 3

Applicant: Invesco Global Asset Management (N.A.), Inc.


Date: 03/28/2008

3. Types of Investments. Applicant offers advice on the following: (check those that apply)

A. Equity Securities (1) exchange-listed securities (2) securities traded over-the-counter (3) foreign issuers

B. Warrants

C. Corporate debt securities

(other than commercial paper)

D. Commercial paper

E. Certificates of deposit

F. Municipal securities G. Investment company securities:

(1) variable life insurance (2) variable annuities ⌧ (3) mutual fund shares

H. United States government securities I. Options contracts on:

(1) securities (2) commodities

J. Futures contracts on:

(1) tangibles (2) intangibles

K. Interests in partnerships investing in:

(1) real estate (2) oil and gas interests (3) other (explain on Schedule F)

L. Other (explain on Schedule F)

4. Methods of Analysis, Sources of Information, and Investment Strategies.

A. Applicant’s security analysis methods include: (check those that apply)

(1) Charting (2) Fundamental (3) Technical

(4) Cyclical (5) Other (explain on Schedule F)

B. The main sources of information applicant uses include: (check those that apply)

(1) Financial newspapers and magazines (2) Inspections of corporate activities (3) Research materials prepared by others (4) Corporate rating services

(5) Timing Services (6) Annual reports, prospectuses, filings with the

Securities and Exchange Commission (7) Company press releases (8) Other (explain on Schedule F)

C. The investment strategies used to implement any investment advice given to clients include: (check those that apply)

(1) Long term purchases (securities held at least a year) (2) Short term purchases (securities sold within a year) (3) Trading (securities sold within 30 days) (4) Short sales

(5) Margin transactions (6) Option writing, including covered options, uncovered

options or spreading strategies (7) Other (explain on Schedule F)

F O R M A D V

Part II - Page 4



Date: 03/28/2008

5. Education and Business Standards.

Are there any general standards of education or business experience that applicant requires of those involved in determining or giving investment advice to clients? ......................................................................................................................

(If yes, describe these standards on Schedule F.)

Yes No

6. Education and Business Background.

For: • each member of the investment committee or group that determines general investment advice to be given to clients, or

• if the applicant has no investment committee or group, each individual who determines general investment advice given to clients (if more than five, respond only for their supervisors)

• each principal executive officer of applicant or each person with similar status or performing similar functions.

On Schedule F, give the:

• name

• year of birth

• formal education after high school

• business background for the preceding five years

7. Other Business Activities. (check those that apply)

A. Applicant is actively engaged in a business other than giving investment advice.

B. Applicant sells products or services other than investment advice to clients.

C. The principal business of applicant or its principal executive officers involves something other than providing investment advice.

(For each checked box describe the other activities, including the time spent on them, on Schedule F.)

8. Other Financial Industry Activities or Affiliations. (check those that apply)

A. Applicant is registered (or has an application pending) as a securities broker-dealer.

B. Applicant is registered (or has an application pending) as a futures commission merchant, commodity pool operator or commodity trading adviser.

C. Applicant has arrangements that are material to its advisory business or its clients with a related person who is a:

(1) broker-dealer

(2) investment company

(3) other investment adviser

(4) financial planning firm

(5) commodity pool operator, commodity trading adviser or futures commission merchant.

(6) banking or thrift institution.

(7) accounting firm

(8) law firm

(9) insurance company or agency

(10) pension consultant

(11) real estate broker or dealer

(12) entity that creates or packages limited partnerships

(For each checked box in C, on Schedule F identify the related person and describe the relationship and the arrangements.)

D. Is applicant or a related person a general partner in any partnership in which clients are solicited to invest?................

Yes No

(If yes, describe on Schedule F the partnerships and what they invest in.)

F O R M A D V

Part II - Page 5



Date: 03/28/2008

9. Participation or Interest in Client Transactions.

Applicant or a related person: (check those that apply)

A. As principal, buys securities for itself from or sells securities it owns to any client.

B. As broker or agent effects securities transactions for compensation for any client.

C. As broker or agent for any person other than a client effects transactions in which client securities are sold to or bought from a brokerage customer.

D. Recommends to clients that they buy or sell securities or investment products in which the applicant or a related person has some financial interest.

E. Buys or sells for itself securities that it also recommends to clients.

(For each box checked, describe on Schedule F when the applicant or a related person engages in these transactions and what restrictions, internal procedures, or disclosures are used for conflicts of interest in those transactions.)

Describe, on Schedule F, your code of ethics, and state that you will provide a copy of your code of ethics to any client or prospective client upon request.

10. Conditions for Managing Accounts. Does the applicant provide investment supervisory services, manage investment advisory accounts or hold itself out as providing financial planning or some similarly termed services and impose a minimum dollar value of assets or other conditions for starting or maintaining an account?.........................................................

(If yes, describe on Schedule F.)

Yes No

11. Review of Accounts. If applicant provides investment supervisory services, manages investment advisory accounts, or holds itself out as providing financial planning or some similarly termed services: A. Describe below the reviews and reviewers of the accounts. For reviews, include their frequency, different levels, and triggering

factors. For reviewers, include the number of reviewers, their titles and functions, instructions they receive from applicant on performing reviews, and number of accounts assigned each.

Accounts are subject to regular review by portfolio managers, monthly review by the investment committee, and

special review by the investment committee as needed. At monthly reviews, matters covered include absolute and relative performance, consistency with the model portfolio, adherence to firm policy regarding risk constraints, and special client specific guidelines. Major changes in market conditions may also trigger ad-hoc reviews. The investment committee consists of the Registrant’s portfolio managers and analysts.

B. Describe below the nature and frequency of regular reports to clients on their accounts. Quarterly or more frequent asset statements are provided. When requested, quarterly performance summaries

are provided. Periodic (not regular) commentary on general topics of interest and less frequent reports on asset mix determinations are provided to clients based on their interest in such reports.

Schedule F of Form ADV Continuation Sheet for Form ADV Part II Page 6


SEC File Number: 801-54192 Date: 03/28/2008

(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.) I. Full name of applicant exactly as stated in Item 1A of Part I of Form ADV:

Invesco Global Asset Management (N.A.), Inc. IRS Empl. Ident. No.: 58-2323529

12. Investment or Brokerage Discretion.

A. Does applicant or any related person have authority to determine, without obtaining specific client consent, the:

(1) securities to be bought or sold? ..................................................................................................................................... Yes No

(2) amount of the securities to be bought or sold? .............................................................................................................. Yes No

(3) broker or dealer to be used? .......................................................................................................................................... Yes No

(4) commission rates paid? ................................................................................................................................................. Yes No

B. Does applicant or a related person suggest brokers to clients? ............................................................................................

Yes No

For each yes answer to A describe on Schedule F any limitations on the authority. For each yes to A(3), A(4) or B, describe on Schedule F the factors considered in selecting brokers and determining the reasonableness of their commissions. If the value of products, research and services given to the applicant or a related person is a factor, describe:

• the products, research and services

• whether clients may pay commissions higher than those obtainable from other brokers in return for those products and services

• whether research is used to service all of applicant’s accounts or just those accounts paying for it; and

• any procedures the applicant used during the last fiscal year to direct client transactions to a particular broker in return for products and research services received.

13. Additional Compensation.

Does the applicant or a related person have any arrangements, oral or in writing, where it:

A. is paid cash by or receives some economic benefit (including commissions, equipment or non-research services)

from a non-client in connection with giving advice to clients?.............................................................................................. Yes No

B. directly or indirectly compensates any person for client referrals? ........................................................................................

(For each yes, describe the arrangements on Schedule F.)

Yes No

14. Balance Sheet. Applicant must provide a balance sheet for the most recent fiscal year on Schedule G if applicant:

• has custody of client funds or securities; or

• requires prepayment of more than $500 in fees per client and 6 or more months in advance

Has applicant provided a Schedule G balance sheet? ................................................................................. .................. Yes No

Schedule F of Form ADV Continuation Sheet for Form ADV Part II



Date: 03/28/2008



Item of Form (identify)

Page 7 of 25 Answer

1.D. OVERVIEW - ADVISORY SERVICES AND FEES Invesco Global Asset Management (N.A.), Inc. (“Invesco” or “Registrant”) provides equity

discretionary advisory and asset management services to a variety of clients, including pension and profit sharing plans, endowments, educational institutions, investment companies, insurance companies, individuals and personal holding companies.

Fees are billed on a quarterly basis at the close of the quarter and may be negotiable

depending on particular requirements and circumstances of the account(s). Generally, fees are calculated as a percentage of assets under management based on the quarter-

end market value. Fees are shown as annual percentages, though paid quarterly. Invesco may also be compensated with fixed fees or performance-based fees. Invesco will comply with the provisions of Rule 205-3 of the Investment Advisers Act of 1940 with respect to clients that qualify for and negotiate performance-based fees.

Investment advisory services generally may be terminated by either party upon thirty days’ written

notice. Upon termination, any unearned fee will be refunded to the client in accord with the terms of the agreement with the client.

The fees described in this section are strictly for the provision of investment advisory services and do not include other fees that a client account may incur, such as custody fees or fees charged by other service providers retained by the accounts. Invesco does not receive, or participate in the sharing of, custody fees or otherwise receive any benefit as a result of custodial arrangements entered into by its clients’ accounts.

Registrant may delegate the investment management responsibilities to one or more sub-advisors that may be related persons of Registrant. Also Registrant may contract to pay solicitors to solicit clients. In both cases, Registrant will be responsible for the advisory fee paid to such sub-advisors or solicitors and the client’s fee will not be increased to cover such costs.

Fees and account minimums are subject to negotiation. Registrant reserves the right to waive

the management fee on employee or other accounts. Lower fees for comparable services may be available from other sources. Existing clients of Invesco may have different fee arrangements from those specified below. Fee schedules vary depending on the strategy and size of account, and may change. Ranges shown below are approximations. Performance fees also apply for some strategies.

Examples of some of the investment strategies and associated fees are shown below.

Additional styles are available. 1.D. (continued) EQUITY 1.D. (continued) Non-U.S. Equity (General Fee Range .40% to .80%) 1.D. (continued Global Equity (General Fee Range .40% to .80%) 1.D. (continued) WRAP PROGRAMS (General Fee Range: .35% to .75%) See list of Wrap Programs and related information in Section 12.B.




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Page 8 of 25 Answer

1.D. (continued) MUTUAL FUND MANAGEMENT Invesco may serve as sub-adviser to certain affiliated and non-affiliated registered

investment companies (mutual funds). Complete information concerning each mutual fund that Invesco sub-advises, including fees, is disclosed in the prospectus and statement of additional information for each such fund.

2.G

Types of Clients - Others: Wrap Fee (or Managed Account) Clients In conjunction with its affiliate, Invesco Aim Private Asset Management, Inc., Registrant provides investment management services through “Wrap” or “Managed Account” programs offered by brokerage firms, acting as “Sponsors” or “Servicing Brokers.” Registrant is responsible for all investment making decisions affecting client accounts under these programs while the affiliates provide some operational and recordkeeping services. The Wrap or Managed account programs offer investment management services under a single-fee structure covering various charges, which can include investment management, brokerage, and custodial services, record-keeping and reporting. Managed Account programs are designed to meet the needs of individuals and smaller institutions seeking professional management. For a more detailed description of Registrant’s Managed Account business, refer to Schedule F. Item 12 hereunder.

3. TYPES OF INVESTMENTS 3.L. Other Investments Some of the Registrant’s Investment Centers may invest client assets in forward currency

contracts, futures contracts, options on securities, options on indices, options on currencies, and options on futures contracts, and may purchase or sell related caps, floors and collars and other derivative instruments on behalf of certain clients. The Registrant may, as applicable, invest in such instruments to attempt to hedge against the overall level of investment and currency risk normally associated with clients’ investments, and to increase the clients’ investment returns. These instruments are often referred to as “derivatives,” which may be defined as financial instruments whose performance is derived, at least in part, from the performance of another asset (such as a security, currency or index of securities). Limitations on the use of such instruments for hedging are set by each client's objectives and stated restrictions. Credit Default Swaps (“CDS”). Registrant may enter into CDS. A CDS is an agreement between two parties pursuant to which one party agrees to make one or more payments to the other, while the other party assumes the risk of default on a referenced debt obligation. CDS may be direct (“unfunded swaps”) or indirect in the form of a structured note (“funded swaps”). Unfunded and funded credit default swaps may be on a single security or packaged as a basket of CDS. Registrant may buy on behalf of a client account a CDS (“buy credit protection”) in which the account pays a fixed payment over the life of the swap in exchange for a counterparty taking on the risk of default of a referenced debt obligation (“Reference Entity”). Alternatively, Registrant may sell on behalf of a client account a CDS (“sell protection”) in which the account will receive a fixed payment in exchange for taking on the credit risk of the Reference Entity. An investment in a CDS may cause the account portfolio performance to be more or less volatile. CDS agreements are typically individually negotiated and structured. CDS agreements may be entered into for investment or hedging purposes. Registrant may enter a client account into CDS to create direct or synthetic long or short exposure to domestic or foreign corporate debt securities or sovereign debt securities.




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Page 9 of 25 Answer

As a buyer of a CDS, a client account would pay a fixed spread over the life of the agreement to the seller of the CDS. If an event of default occurs, the fixed payment stream would cease, the client account would deliver defaulted bonds to the seller and the seller would pay the full notional value, or the “par value”, of the reference obligation to the client account. The account may already own the reference bonds or may purchase a deliverable bond in the market. Alternatively, the two counterparties may agree to cash settlement. If no event of default occurs, the account pays the fixed stream of cash flows to the seller, and no other exchange occurs. As a seller of CDS, a client account would receive a fixed payment stream. In an event of default occurs, the fixed payment stream stops, the account would pay the buyer par, and, in return, the account would receive deliverable bonds. Alternatively, if cash settlement is elected, the account would pay the buyer par less the market value of the referenced bonds. If no event of default occurs, the account receives the cash flow payment over the life of the agreement. Risks of CDS include the risk that a counterparty may default on amounts owed to the client, basis risk (risk that the price of a derivative used to hedge or reflect an underlying bond behaves differently than the price of that bond), liquidity risk and market risk. Credit Derivatives may create covered or uncovered exposure to certain Registrant’s client accounts. The accounts generally will employ a strategy of setting aside liquid assets to cover any potential obligation. This strategy would be employed to avoid multiplying an account’s economic exposure and would limit risks of leveraging. For example, the account may sell protection on a Reference Entity bearing the risk of delivering par to the counterparty. The account would set aside liquid assets, marked to the market daily, to cover this potential obligation. CDS Options. A client account may additionally enter into CDS option transactions which grant the holder the right, but not the obligation, to enter into a credit default swap at a specified future date and under specified terms in exchange for a purchase price (“premium”). The writer of the option bears the risk of any unfavorable move in the value of the CDS relative to the market value on the exercise date, while the purchaser may allow the option to expire unexercised.

Registrant may invest in private placements, as permitted by client investment guidelines

and restrictions. 4. METHODS OF ANALYSIS, SOURCES OF INFORMATION AND INVESTMENT STRATEGIES 4.A.5. Other Methods of Analysis Registrant supplements traditional security analysis methods with its own analyses of

financial results. Registrant ranks stocks in a proprietary model using a combination of share price to earnings, price to book, and return on equity. Registrant’s international equity investment process is clearly delineated in three discrete investment steps: (i) a financial and valuation assessment, (ii) primary research driven by direct company contact, and (iii) team-based portfolio decisions. Registrant employs a broad definition of value in its stock selection efforts, which is focused on well-established companies with at least 5 years of trading history in the public markets. Company research is conducted domestically and abroad, and incorporates a global sector-based perspective. Risk is explicitly controlled at the security level through a strong bias in favor of companies with proven financial strength, and at the overall portfolio level through tracking error and R-




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Page 10 of 25 Answer

squared constraints.

4.C.7. Other Investment Strategies Registrant may from time to time utilize covered options (S&P 500 and Treasury Bill Futures)

when premiums justify, for hedging purposes only. Also see 3.L., above. 5. EDUCATIONAL STANDARDS For those individuals involved in determining or giving investment advice to clients, Registrant

requires the successful completion and attainment of a Bachelor's degree and/or advanced degrees, suitable experience, or other qualifications necessary for analyzing securities investments.

6. EDUCATION AND BUSINESS BACKGROUND

6. (continued) Principal Executive Officers and Chief Investment Officer of Registrant (and persons with

similar status and function) Mark Gregory Armour, Chairman and Director, was born in 1953. He joined Invesco in

2002 and is a graduate of La Trobe University (Melbourne), B.A.. Prior to Invesco, Mr. Armour served as Chief Investment Officer, ANZ Investments, 2001 to 2002. Erik B. Granade, CFA®, Chief Investment Officer, Portfolio Manager was born in 1963. He joined Invesco in 1996. He is a graduate of Trinity College, Hartford, Connecticut, B.S. in economics.

David A. Hartley, Chief Financial Officer, was born in 1961. He joined Invesco in 1991 and is

also a Director of AMVESCAP Group Services, Inc. He has been the Treasurer and Secretary of AMVESCAP Group Services, Inc. since 1993. He is a graduate of the University of Bristol, B.A.

Kirk F. Holland, President and Chief Executive Officer, was born in 1956. He joined Invesco in

1993. He is a graduate of California State University, Chico, B.S. Jeffrey H. Kupor, General Counsel/Secretary, was born in 1968. He joined Invesco Ltd. in

2002 as Assistant General Counsel, and became General Counsel of Registrant in 2003. Before joining Invesco Ltd. Mr. Kupor served as General Counsel of Z-Tel Technologies, Inc., from November 1999 until December 2001. From January 1998 until November 1999, Mr. Kupor was a Staff Attorney and later Counsel at Invesco Aim Management Group, Inc., an affiliated investment adviser. From September 1993 until January 1998, Mr. Kupor was an attorney with the Houston office of Fulbright & Jaworski LLP, specializing in complex commercial and securities litigation. Mr. Kupor is a graduate of the University of Pennsylvania, B.S. in Economics and Boalt Hall School of Law at University of California, J.D.

Todd L. Spillane, Chief Compliance Officer, was born in 1958. He joined Invesco Aim

Advisors, Inc. as Advisory Compliance Director, in 2004. In 2006 he assumed the role of Chief Compliance Officer of Invesco Aim Advisors, Inc. and of Invesco Aim Funds (funds distributed by affiliates of Invesco Aim Advisers, Inc.). In May, 2006 his role was expanded to include responsibilities as Chief Compliance Officer for Invesco Global Asset Management




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(N.A.), Inc. and three other Invesco affiliates in the U.S. Before joining Invesco Aim Adviser’s, Inc., Mr. Spillane was Global Head of Product Development for AIG Global Investment Group from 2002 through 2004. From 2001 to 2002, Mr. Spillane served as Chief Compliance Officer and Deputy General Counsel to SunAmerica Asset Management. From 1999 to 2001, Mr. Spillane served as Chief Compliance Officer, Chief Operating Officer and Deputy General Counsel of American General Investment Management. Mr. Spillane is a graduate of Fairfield University, Fairfield, CT, B.A., and Western New England College School of Law, Springfield, MA, J.D.

*As used in these biographical notes, “Invesco” means Invesco Global Asset Management,

(N.A.), Inc. and Invesco Institutional (N.A.), Inc. or their respective legal predecessors. 8. OTHER FINANCIAL INDUSTRY AFFILIATIONS 8.C. Arrangements With Related Persons Registrant is a separate, indirect, wholly-owned subsidiary of Invesco Ltd., a Bermuda company

that is publicly traded on the New York Stock Exchange under the symbol “IVZ.” Invesco Ltd. was formed in connection with a shareholder-approved redomicile of Invesco PLC from the United Kingdom to Bermuda that became effective on December 4, 2007. Prior to May 23, 2007, INVESCO PLC was known as AMVESCAP PLC.

8.C.(1) Broker/Dealers By virtue of Registrant’s common ownership by Invesco Ltd., Registrant is a related person to

the broker/dealer listed below. From time to time the broker/dealer may distribute funds, limited partnerships or other private placement offerings Registrant advises or sub-advises.

Invesco Aim Distributors, Inc. 8.C.(2),(3), (5), (6) and (12)

Related Investment Advisers (“Related” by virtue of Registrant’s common ownership by Invesco Ltd.)

From time to time Registrant or its related parties may have arrangements with the below listed investment advisers associated with creating, sponsoring, advising, owning, or providing services to mutual funds, separate accounts, wrap fee programs or limited partnerships that may be material to Registrant’s advisory business or clients.

Invesco Aim Advisors, Inc. Invesco Aim Capital Management, Inc. Invesco Aim Distributors, Inc. Invesco Aim Funds Management Inc. Invesco Aim Private Asset Management, Inc. Invesco Asset Management (Japan) Limited Invesco Asset Management Limited Invesco Hong Kong Limited Invesco Australia Limited Invesco Institutional (N.A.), Inc. Invesco Private Capital, Inc. Invesco Senior Secured Management, Inc. Stein Roe Investment Counsel, Inc.

WL Ross & Co. LLC. Invesco PowerShares Capital Management LLC Invesco Asset Management Deutschland, GMBH




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8.C.(3) Wrap Programs (continued) Affiliates Invesco Institutional (N.A.), Inc.,Invesco Aim Capital Management, Inc. and Invesco

Aim Advisors, Inc., having common ownership with Registrant by Invesco Ltd., provide to or receive from Registrant certain services supporting wrap fee program participation including, but not limited to marketing, trade order entry and execution services, portfolio accounting, operations, administration, recordkeeping, and other investment advisory services.

8.C.(3) Solicitation Agreements (continued) Registrant and Invesco Aim Private Asset Management, Inc., Invesco Aim Capital

Management, Inc., Invesco Aim Advisors, Inc., and Invesco Aim Distributors, Inc. (the “Invesco Aim entities”) have entered into solicitation agreements whereby Registrant has authorized the Invesco Aim entities to market the investment advisory services of Registrant. At the present time, Registrant does not pay the Invesco Aim entities any compensation for their solicitation activities.

8.C.(3) Trading, Operations, and Administration (continued) Registrant may provide to or receive from Invesco Institutional (N.A.), Inc., Invesco Aim Capital

Management, Inc., or Invesco Aim Advisors, Inc., certain services including, but not limited to marketing, trade execution services, portfolio accounting and operations, administration and recordkeeping services.

8.C.(5) Affiliated Commodity Pool Operator/Commodity Trading Adviser Registrant has arrangements with Invesco Institutional (N.A.), Inc. as described above. Although

Invesco Institutional (N.A.), Inc is registered as a commodity pool operator and commodity trading adviser, Registrant and Invesco Institutional (N.A.), Inc. have no material arrangements wherein Invesco Institutional (N.A.), Inc. operates in a commodity pool operating or commodity trading capacity.

8.C.(6) Banking or Thrift Institution Invesco National Trust company, an affiliated company due to common ownership by Invesco

Ltd., may provide to or receive from Registrant certain advisory services. 8.C. (12) Pooled Vehicles Registrant’s related persons are the managing partner or member, or collateral manager to

certain limited partnerships, LLCs, or collateralized debt obligations. Registrant and related persons, including certain employees, may purchase or receive a portion of the interests made available in these offerings. See 8.D. and 9.D. and E., below.

8.D. Registrant As General Partner Invesco or its related persons act as the general partner, investor, or collateral manager of

certain limited partnerships or LLCs which may be recommended to advisory clients. While Invesco and/or its related persons may be deemed to solicit investors for these

partnerships, generally, Invesco and related persons do not exercise investment discretion for the limited partners with respect to their decision to invest in the partnerships. Rather, such institutions, fiduciaries or investors make their own independent investment decisions to become a partner or LLC member.

9.D. and E. PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS Generally Registrant and/or its related persons may recommend to clients that they buy or sell interests

in the same investment products in which it or its related persons have some financial interest, including ownership, and Registrant and/or its related persons may own, buy or sell




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for themselves the same securities that they may have recommended to clients. Examples are described below. Registrant’s policies and procedures are intended to identify these and other potential conflicts and to assure that in all instances client interests come first.

Investment of Registrant’s Capital Registrant or related persons may invest their own capital in securities or investment products in

which clients may also have made investments. Although Registrant and related persons generally invest only in liquid instruments including, but not limited to, US Treasury securities and corporate debt obligations, they may invest in other equity, fixed income and/or derivative or other similar investments, as well. Invesco may also invest client assets in the same instruments from time to time.

Opposing Recommendations Registrant may buy, sell or hold securities for itself or certain clients while entering into the

opposite investment decision for one or more other client accounts. Registrant’s Participation as General Partner in Partnerships From time to time, Invesco or related persons may provide investment advice to limited

partnerships formed to invest in private securities (See Item 8D above). Invesco or its related persons may be a limited partner or act as the general partner, owning 1% of these partnerships. In these cases, the general partner will also receive a portion of the profits of the partnership once a return to partners has been obtained.

Employee Co-investment Program From time to time, Invesco employees, officers or directors may be offered the opportunity to

participate in a co-investment program with Invesco or an affiliate because of their employment with Invesco or an affiliate. Such opportunities include investments in both public and non –public securities.

Other Private Equity Program Participation by Employees Invesco employees, officers or directors may purchase securities in nonpublic transactions

outside the context of co-investment programs. Thereafter, Invesco or related parties may recommend the purchase of publicly issued securities of the same issuers for their clients. In this event, the Invesco employee who made a personal investment in a non-public transaction of such issuer, will not participate in the consideration of whether Invesco clients should invest in that issuer’s securities. Such consideration will be subject to independent review by Invesco investment personnel having no personal investment in the issuer. All purchases made by employees, officers or directors of Invesco are subject to the standards of the Invesco Code of Ethics (See below).

9.D. and E. (continued) Registrant’s Contracts With Related Persons Registrant and its Investment Centers generally have discretionary authority to contract with any

of Registrant’s related persons to perform any services deemed necessary or appropriate in connection with the investment management services provided. See Item 8, above, for additional information about Registrant’s relationships with affiliates.

Employee Personal Investing - Code of Ethics Effective February 29, 2008, Registrant, along with several affiliates, adopted a new Code of

Ethics (the “Code”) to guide and promote high ethical and professional standards with regard to employee personal securities transactions and other conflict of interest matters.

The Code of Ethics defines employee responsibilities and requirements regarding their

personal securities transactions. All employees, certain contractors, as well as their close family members are considered “Covered Persons” and must obtain written approval prior to




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effecting most securities transactions as specified in the Code of Ethics. Covered Persons include Registrant’s directors, officers as well as full- or part-time employees that, in connection with their duties obtain or have access to information concerning investment recommendations being made by any Invesco entity to any of its Clients. The Code applies to all transactions in Covered Securities, which include all investments that can be made by an Invesco entity for its Clients, including stocks, bonds, exchange-traded funds (ETFs) and any derivative of these securities. Covered Securities also include all mutual funds sponsored by the Registrant’s affiliate, Invesco Aim Investments, and all mutual funds advised or sub-advised by Invesco.

The Code of Ethics includes a two trading-day blackout period during which certain Covered

Persons are not permitted to execute personal securities s transactions in a security if an Invesco client has executed a transaction in the same security within the last two trading days or if there is an order on that security with the trading desk. The blackout period for investment personnel is six trading days (three trading days before and three trading days after a client trade in the security).The Code also provides for a number of other restrictions on employee personal security transactions, including: (i) a prohibition on short term trading profits, (ii) a prohibition on purchasing IPOs, (iii) prohibition on short-sales by investment personnel if an Invesco client for whose account they have investment making responsibility has a long position in the security, and (iv) prohibition on executing personal security trades involving securities on Invesco’s “Restricted Lists.”

Covered Persons (including the members of their immediate family and households) are

required to disclose any and all brokerage accounts in which they have a direct or indirect interest or in which they have any beneficial interest. Additionally, they are required to disclose certain mutual fund holdings and transactions. To facilitate the monitoring process, Registrant receives duplicate confirmations and statements for the applicable brokerage accounts held by Covered Persons. The Code also requires all Covered Persons to comply with a number of reporting requirements including the submission of Initial and Holding Reports as well as Quarterly Transaction Reports all of which are required to be submitted or verified by each Covered Person. On an annual basis, all Covered Persons are required to certify and confirm the accuracy and completeness of the Holding and Transaction reports and that they have otherwise complied with the requirements of the Code.

The Compliance department is responsible for the daily monitoring of employee personal trading activities to ensure compliance with the Code. The department uses a web-bases vendor-provided automated system that assists with the submission, review, approval and reporting of employee personal trades. Account confirmations and brokerage account statements are also received and reviewed by the Compliance department as part of employee personal securities compliance monitoring.

Subject to the provisions of the Code, Invesco employees may invest in or own the same securities as those recommended or acquired by Invesco as fiduciary for its clients. The Code, however, stipulates that at all times, the interests of Invesco’s clients must be placed first and that Covered Persons must not take inappropriate advantage of their positions with Invesco and that all personal securities transactions must be conducted consistent with the Code and in a manner that avoids any abuse of an employee’s position.

Copies of Registrant’s Code are available to any Invesco client or prospective client upon

request. Allocation of Hot Issues and Other Investment Opportunities

Registrant considers an account to be "eligible" for an allocation when it believes an investment is appropriate for a given account based on that account's investment restrictions, objective, strategy, risk profile, time horizon, tax sensitivity, tolerance for turnover, asset composition and




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cash level, applicable regulatory restrictions, and overall suitability for an investment. Registrant makes decisions about eligibility based on its good faith judgments about appropriateness of investments for an account.

When allocating IPOs or Secondary Offerings, after eligibility is determined, Invesco generally

allocates the securities on a pro rata basis in proportion to each account's original order or account size. There are limited exceptions to this rule. For example, if one or more accounts would be unable to meet an investment objective, or if a pro rata allocation results in a de minimis allocation to certain accounts, Invesco may deviate from the pro rata formula. An account generally may not participate in an investment if the securities available for allocation to the account are insignificant relative to the account's net assets, or if administrative burden outweighs potential benefit to the account.

Invesco intends to allocate opportunities among all eligible accounts on a fair and equitable

basis. However, there is no certainty that eligibility determinations and allocation processes will in fact result in fair allocations, or that investment opportunities (for example hot IPOs and Secondary Offerings) will be allocated to all accounts, allocated equally among all eligible accounts, or allocated according to any established standard.

10. CONDITIONS FOR MANAGING ACCOUNTS Except as described in this paragraph, Registrant generally requires a minimum investment of

around $25 million for an account to be separately managed. In certain circumstances, the minimums may be waived. All minimums are negotiable. Account minimums for the Invesco Wrap programs are determined by the minimums set by each of the various Sponsors. Invesco reserves the right to decline any business at its discretion.

12. INVESTMENT OR BROKERAGE DISCRETION Investment Discretion Invesco has discretionary authority to invest client portfolios in accordance with client

investment objectives and guidelines, subject to any client-specified investment restrictions or limitations. Limits to Invesco’s authority and other client specifications are contained in client investment management contracts and/or investment guidelines and restrictions. Contract restrictions might include limited concentrations, diversification criteria, liquidity requirements, maximum rates of turnover, specific asset allocations, prohibitions on investing in an issuer, class or sector, and direction to use specific broker-dealers.

Brokerage Discretion and Selection Except as described below (see Wrap Programs), Invesco generally has the authority and

responsibility to select broker-dealers that execute client account transactions. Invesco selects broker-dealers based on their ability to provide best execution. In seeking best execution and negotiating commission rates, the commission cost is an important, but not the only, factor Invesco considers. Other factors Invesco considers include but are not limited to price, quality, speed, efficiency, confidentiality, familiarity with potential purchasers or sellers, the ability or willingness of the broker-dealer to clear and settle transactions effected by other broker-dealers, research and other services provided, reliability of brokerage services, execution capability, a broker-dealer’s financial responsibility, the difficulty of specific transactions, and any other logistical or processing considerations. Registrant also analyzes which ancillary services best assist it in fulfilling its overall investment responsibilities to its clients. Invesco weighs all such factors in selecting broker-dealers that will deliver best execution in the long term best interests of its clients.

Invesco does not obligate itself to seek the lowest commission cost on each individual




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transaction and may cause a client to pay commission costs which may exceed the cost charged by another broker-dealer. This may occur when Invesco determines in good faith that the commission costs are reasonable in relation to the research and/or brokerage services provided by the broker-dealer.

12. (continued) Research Products and Services Received for Execution Invesco currently receives a variety of brokerage and research services from various firms,

including third parties which provide research or other services to Invesco in return for Invesco directing client account brokerage business to them or to broker-dealers who compensate the third-parties. These services include quantitative and qualitative research information and recommendations for investments, as well as analyses and reports covering a broad range of economic factors, markets and trends. Such services are of the types described in Section 28(e) of the Securities Exchange Act of 1934 and are utilized to augment Invesco’s internal research and investment strategy capabilities. Invesco factors in a broker’s ability to assist it in fulfilling its overall investment responsibilities to all its clients, when determining which brokers offer best execution for clients. Invesco believes this practice is in the long term best interest of its clients.

Because trades may be placed with broker-dealers in recognition of the usefulness of their

research or other products or services (including those provided by third-parties and paid for by the broker-dealers), clients may pay commission rates that are higher than may be charged by another broker-dealer, or than would be charged if no research was provided. However, Registrant expects to negotiate commissions to a level that is competitive.

On an ongoing basis, Invesco monitors and evaluates the performance and execution

capabilities of the firms which provide research and brokerage services and also monitors the levels of Commission costs in comparison to those commissions paid by other institutional investment managers.

Allocation of Research Products and Services Received for Execution Registrant may use the products or services provided or paid for by broker-dealers in return

for execution of securities transactions to service all accounts managed by Invesco and its affiliates, including clients of affiliated Invesco registered advisers, and not just the accounts whose transactions paid for the particular products or services. Moreover, it is possible that the accounts whose transactions generate brokerage commissions that are used to pay for products or services may not benefit in any way from them. However, Registrant expects that each client will benefit overall by this practice because each receives the benefit of research services that it might not otherwise receive. To the extent broker-dealers supply research to Registrant, it is relieved of expenses that it might otherwise bear and this constitutes a potential conflict of interest.

Soft Dollar Payments For additional information regarding the use of soft dollar payments and services, see Item

13. Aggregation of Orders - Generally Pursuant to Invesco’s policies the same investment decision may be made for more than one

client account managed by Registrant and its affiliates. In this circumstance, should purchase or sell orders of the same class of security be in effect at the same time for accounts managed by Registrant or some of its affiliated investment advisors, the orders for such transactions may be combined in order to seek best execution for each. An order that is partially filled, will, as a general matter, be allocated pro rata in proportion to each client’s original order or account size.




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There is no certainty that the allocation process will in fact result in fair allocations, or that

they will be allocated to all clients or allocated equally among clients participating in the aggregated transactions or according to any established standard.

Aggregation of Orders – Additional Considerations for Wrap Accounts An order for an account in the Managed Account business that is partially filled will, as a

general matter, be allocated in the order that such Sponsor or Servicing Broker (defined below) is listed in Invesco’s Managed Accounts Rotation Log for the trade executed in connection with such order, which may result in one or only some of the Sponsors or Servicing Brokers receiving all or a part of the partially filled order. In addition, a Sponsor or Servicing Broker that does not accept partially filled orders may receive its order after other Sponsors or Servicing Brokers that are next in the Managed Accounts Rotation Log or not at all. Once a particular Sponsor or Servicing Broker’s order is fully or partially filled, the order is then allocated to clients’ accounts pro rata in proportion to each client’s original order.

If in the event Invesco, as agent and not as principal, cannot effect the entire order in one

transaction and portions of the order may be completed at different prices, Invesco averages the price paid or received in filling the entire order over the course of one day. Invesco may not aggregate orders in situations where the Servicing Broker does not allow “step out” trades. In addition, Invesco may not aggregate orders in situations where the client’s order is a de minimis amount, or based on any other criteria it deems appropriate.

Exceptions may be made to avoid, among other things, odd lots and de minimis allocations. 12. (continued) Directed Brokerage Certain clients may request that Registrant direct brokerage to specific brokers-dealers.

Directed accounts may not be included in the aggregation of other client orders. Therefore, clients directing brokerage may pay greater commission costs and receive less favorable executions than otherwise obtainable by Invesco. Except as may be approved by the Registrant’s Brokerage Committee, it is the Registrant’s policy to limit client directions to no more than 30% of each client’s total commissions. In the event a client directs Invesco to use a specific broker-dealer, Invesco may not necessarily attempt to negotiate better commission rates than those arranged between the client and the broker-dealer selected by the client. Furthermore, those clients, including wrap fee clients, may be precluded from participating in the allocation of investment opportunities including hot IPOs brought to the Registrant through other broker-dealers.

If a client directs Invesco to use a specific broker-dealer to execute transactions for its

account, it is such client’s responsibility to ensure that (1) all services provided by the designated broker-dealers will inure solely to the benefit of the client’s account and any beneficiaries of the account and are proper and permissible expenses of the account, and may properly be provided in consideration for brokerage commissions or other remuneration paid to the designated broker-dealers, (2) using the designated broker-dealers in the manner directed is in the best interests of the client’s account and all beneficiaries of the account, taking into consideration the services provided by the designated broker-dealers, (3) its directions will not conflict with any obligations persons acting for the clients account may have to the account, its beneficiaries or any third parties, including any fiduciary obligations persons acting for the account may have to obtain the most favorable price and execution for the account and its beneficiaries, and (4) persons acting for the client’s account have the requisite power and authority to provide the directions on behalf of the account and have obtained all consents, approvals or authorizations from any beneficiaries of the account and third parties that may be required under application law or instruments governing the account.




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In addition, it is a directed brokerage client’s responsibility to (i) consider information

concerning the broker-dealer’s execution capabilities and pricing or other information the client considers relevant; (ii) conclude that the broker-dealer is capable of providing best execution of transactions for the client’s account; and (iii) determine that the rates for commissions, commission equivalents, mark-ups, markdowns and other fees that apply to the client’s account are appropriate and reasonable, for all transactions in the client’s account, in relation to the value of broker-dealer services received by or made available to the client.

12. (continued) Cross Transactions Where Registrant's clients are registered investment companies, Registrant may effect cross

transactions where one portfolio is buying and the other portfolio is selling, pursuant to procedures adopted under Rule 17a-7 under the Investment Company Act of 1940. . Cross transaction may also be effected between non-investment company clients that are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the rules made thereunder.

Wrap Programs In conjunction with its affiliate, Invesco Aim Private Asset Management, Inc., Invesco

provides investment management services through “Wrap” or “Managed Account” programs offered by brokerage firms, acting as “Sponsors” or “Servicing Brokers.” Such programs offer investment management services under a single-fee structure covering various charges, which can include investment management, brokerage, and custodial services, record-keeping and reporting. Managed Account programs are designed to meet the needs of individuals and smaller institutions seeking professional management.

Managed Account programs are further divided between bundled and unbundled programs.

Invesco provides investment management services through both types of programs. Bundled programs are offered for a single-fee payable to the Sponsor, of which a percentage

is payable to Invesco by the Sponsor for Invesco’s asset management services. The Sponsor’s fee covers various charges, which can include investment management, brokerage, and custodial services, record-keeping and reporting. Fees, investment minimums, and other features of these programs may vary, as described in each Sponsor’s Schedule H.

For unbundled programs, Invesco will enter into separate agreements with clients, and

clients pay compensation separately to Invesco and to the Servicing Broker for its services, which may include preparing an investment policy statement, considering an appropriate asset allocation, providing account statements, among others.

In evaluating a bundled Managed Account arrangement, a client should recognize that

because brokerage commissions are part of the fee, Invesco will generally effect transactions through the Sponsor. In unbundled programs, client’s will direct Invesco to execute transactions through the Servicing Broker. Whether bundled or unbundled, the effect on brokerage is similar to, if not in fact, a directed brokerage arrangement with the Sponsor or Servicing Broker.

Specifically, (a) Invesco may not be in a position to negotiate freely rates of commissions,

commission equivalents, markups, markdowns or spreads , or to select brokers or dealers on the basis of best execution; (b) the brokerage arrangement may result in higher




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commissions, commission equivalents, markups, and markdowns, greater spreads, or less favorable net prices than might be the case were Invesco empowered to negotiate these freely, or to select brokers or dealers on the basis of best execution; (c) a disparity may exist between the commissions, commission equivalents, markups, markdowns, spreads or net prices paid by client’s account and those paid by other accounts managed by Invesco that have not instructed Invesco to execute their trades through a particular broker-dealer (“Non-Directed Accounts”); and (d) transactions for client’s account generally will not be aggregated for purposes of execution with orders for the same securities for other accounts managed by Invesco. This may lead to the loss of certain benefits of order aggregation.

Notwithstanding the foregoing, Invesco may, from time to time and at its discretion, execute

a trade for a client’s account as part of an aggregate or “block” trade if the Sponsor or Servicing Broker is the executing broker-dealer for the block trade or the executing broker-dealer for the block trade is willing to “step out” a client account’s portion of the transaction in a way that does not disadvantage other participating accounts and the Sponsor or Servicing Broker is willing to accept a transaction handled in such manner (see Aggregation of Orders, above).

Except in the “step out” circumstances just described, Invesco may, and generally will,

execute trades for a client’s account after trades have been executed for Non-Directed Accounts. As a result, a client’s account may receive a price or execution that is less favorable than that obtained for Non-Directed Accounts, particularly in volatile markets.

Invesco may execute trades in over-the-counter securities with market makers in those

securities. Unless, and even if, the Sponsor or Servicing Broker is a market maker in such securities which Invesco may purchase or sell on behalf of a client’s account, Invesco may be unable to obtain best execution as a result of each respective brokerage arrangement.

The overall cost of a Managed Account fee arrangement may be higher than the client

otherwise may experience if it paid Invesco’s standard fees with Invesco negotiating transaction charges with broker-dealers, or with transactions directed to a broker/dealer the client chooses.

Registrant relies on the Sponsors’ questionnaires, completed and/or updated by clients, to

determine a client’s suitability for an investment. Each Program client receives the Program Sponsor’s and Registrant’s written disclosure document prior to the time of entering into an investment advisory contract.

12. (continued) Invesco’s Wrap program arrangements are as follows: 12. (continued)

Sponsor Program Name A.G. Edwards & Sons, Inc. A.G. Edwards Select Advisor A.G. Edwards & Sons, Inc. A. G. Edwards Select Advisor Multi-Style Portfolio Advisor Port Advisor Port Managed Account Platform Bank of America, N.A. Bank of America Portfolio Selects Program Charles Schwab and Company Schwab Managed Account Connection Charles Schwab and Company Schwab Managed Account Access Citigroup Global Markets, Inc. Smith Barney Fiduciary Services Citigroup Global Markets, Inc. Smith Barney Investment Management Services (IMS) Cleary Gull Investment Management Services, Inc.

Cleary Gull Investment Management Services




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Deutsche Bank Alex. Brown Deutsche Bank Alex. Brown Advisor Select II Linsco/Private Ledger Corp. Linsco/Private Ledger Manager Select Account Lockwood Advisors, Inc. Lockwood Financial Managed Account Link Merrill Lynch, Pierce, Fenner & Smith, Inc.

Merrill Lynch Select Portfolio Advisor (SPA)

Merrill Lynch, Pierce, Fenner & Smith, Inc.

Merrill Lynch Consults

Morgan Keegan & Co., Inc. Morgan Keegan Preferred Diversified Program Morgan Keegan & Co., Inc. Morgan Keegan Preferred Manager Series Morgan Stanley DW, Inc. Morgan Stanley Access Prudential Investments, LLC Prudential Managed Account Consulting Services (MACS)Raymond James & Associates, Inc. Raymond James Investment Advisory Services RBC Dain Rauscher, Inc. Dain Rauscher Consulting Services RBC Dain Rauscher, Inc. Dain Rauscher Total Portfolio Program Robert W. Baird Robert W. Baird Portfolio Investment Services UBS Financial Services, Inc. UBS Access UBS Financial Services, Inc. UBS Managed Accounts Consulting (MAC) Wachovia Securities, Inc. Wachovia Diversified Managed Allocations (DMA)

Program Wachovia Securities, Inc. Wachovia Securities Masters Program

13. ADDITIONAL COMPENSATION 13. (continued) Soft Dollars Registrant may enter into arrangements by which certain broker-dealers will provide or pay for

products, research, and other services in exchange for executing client brokerage transactions through that particular broker. These products and services are paid for by the use of clients’ commission dollars (“soft dollars”) pursuant to Section 28(e) of the Securities Exchange Act of 1934, as amended. The investment management industry generally refers to this practice as “soft dollars”, however, regulators, including the Securities and Exchange Commission in 2006 started referring to it as “client commissions.” There is a potential conflict of interest in these soft dollar arrangements because Invesco utilizes clients’ commissions to obtain research and brokerage services where it otherwise would have to obtain these services with its own funds.

Types of Soft Dollar Services The types of soft dollar services the Registrant may obtain and use are determined based on the most recent guidelines provided by the SEC on its “Commission Guidance Regarding Client Commission Practices under Section 28(e) of the Securities Exchange Act of 1934” dated July 18, 2006. Registrant acquires two types of soft dollar research services, namely, (i) “proprietary research” created by the broker-dealer executing the transaction, and I(ii) “third-party research” created by third-party entities and supplied to the Registrant through, and paid for by, the executing broker-dealer. Proprietary research consists primarily of traditional research reports, recommendations and similar materials produced by in-house research staff of brokers. This research includes evaluations and recommendations of specific companies or industry groups, as well as analysis of general economic and market conditions and trends, market data, contacts and other




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related information and assistance. Registrant’s investment centers or trading department, periodically rate the quality of proprietary research produced by various brokers. Based on these evaluations, Registrant develops rankings that prioritize the estimated level of soft dollar commissions Registrant will seek to direct to such brokers. Registrant also uses soft dollars to acquire third party research that is supplied to the Registrant through, and paid for by, the broker executing client trade (or other broker who “steps in” to a transaction and receives a portion of the brokerage commission for the trade). Third-party research services obtained by the Registrant include, but are not limited to:

1. Database services: comprehensive databases containing current and/or historical information on companies and industries and indices. Examples include historical securities prices, earnings estimates and financial data. These services may include software tools that allow the user to search the databases or to prepare value-added analyses related to the investment process (such as forecasts and models used in the portfolio management process).

2. Quotation/Trading/News Systems: services that provide real time market data information, such as pricing of individual securities and information on current trading, as well as a variety of news services.

3. Electronic Data/Forecasting Tools: various macro economic forecasting tools, such as economic data or currency and political forecasts for various counties or regions.

4. Quantitative/Technical Analysis: software tools that assist in quantitative and technical analysis of investment data.

5. Fundamental/Industry Analysis: industry-specific fundamental investment research. Other Specialized Tools: other specialized services, such as consulting analysis, access to industry experts and practitioners, distinct investment expertise such as forensic accounting or custom built investment analyses software.

Products and services that are obtained through the use of soft dollars may include research analysis reports, electronic databases, on-line quotation services, industry publications, economic forecasting, and consulting services, and products that facilitate trade execution. Specifically, Invesco utilizes soft dollars to obtain such products and services as Value line Economic Data, Baseline, ILX, Bloomberg, BARRA, Compustat, Factset, and Thomson Alert OASYS.

Certain items are mixed use items with investment research and non-research related benefits. Invesco makes a good faith determination to allocate between products or services that have investment research and those with no investment research benefits and pays for the products and services with no research benefits with its own funds.

As a result of any of the above factors, a client may pay a higher commission than is available

from other brokers for trade execution. Research and brokerage paid for by commission dollars from a particular account or accounts

may be used for the benefit of all accounts managed by Registrant or its affiliated registered investment advisers, not just the accounts paying the commissions. Conversely, the accounts receiving the benefit of these research and brokerage services may not pay for these services. Registrant believes that clients will benefit overall from this practice because they are receiving the benefit of research services that they might not otherwise receive.

To the extent brokers supply research to Registrant, it is relieved of expense that it might

otherwise bear. Registrant’s receipt of research services pursuant to these arrangements will not reduce the advisory fees received by Registrant from its clients.

For additional information regarding the use of soft dollar payments, see Item 12.




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13. (continued) Additional Compensation – Wrap Fees In wrap program arrangements, Registrant receives fees from wrap sponsors for services

rendered to wrap program clients. To the extent that the wrap Sponsor might not be considered a client of the Registrant, Registrant might be considered to receive cash compensation from a non-client in connection with giving advice to wrap program clients. Similarly, in certain cases where Registrant serves as a sub-adviser, Registrant may receive its advisory fees from the primary investment manager rather than directly from the investment advisory client.

Additional Compensation – Related Persons Certain of Registrant’s affiliates also receive soft dollars, wrap fee payments, and may from

time to time receive other additional compensation from non-clients. Payment for Client Referrals

Invesco pays fees to persons for client referrals, as permitted by Rule 206(4)-3 of the Investment Advisors Act of 1940. Such fees are paid by Invesco rather than by the client. These fees typically involve Invesco paying a portion of its investment management fee to the referring party. Invesco will not charge the referred client a higher fee to compensate for the fee it pays to the solicitor.

Registrant has entered into solicitation agreements with its affiliates, as described in Item

8.C., above. 14. CUSTODY Custody Relative to Pooled Investment Vehicles Registrant may from time to time act as general partner and investment adviser to a limited

partnership, or serve in similar capacity in a comparable structure, and therefore may be deemed to have custody of client assets. When applicable, Registrant distributes audited financial statements to unit holders in accordance with Rule 206(4)-2 under the Investment Adviser’s Act of 1940, or undergoes surprise audits, as necessary.

OTHER INVESCO PROXY VOTING Registrant’s authority to vote client proxies is established by Registrant’s investment advisory

agreements or comparable documents. Invesco intends to vote proxies in accord with the best economic interests of its clients. Invesco endeavors to resolve any conflicts of interest exclusively in the best economic interests of clients. In order to avoid conflicts of interest, Registrant has contracted with Institutional Shareholder Services (“ISS”), an independent third party service provider, to vote Registrant’s clients’ proxies according to ISS’s proxy voting recommendations. On an annual basis, Invesco will review information obtained from ISS to ascertain whether ISS (i) has the capacity and competency to adequately analyze proxy issues, and (ii) can make such recommendations in an impartial manner and in the best economic interest of Invesco’s clients. Invesco’s Proxy Voting Committee votes proxies when ISS has recused itself from a vote recommendation or if senior officers or a member of the Proxy Voting Committee believes it necessary in the best economic interests of clients. The Committee monitors adherence to these Procedures, and reviews the ISS proxy voting guidelines. Registrant’s Proxy Voting Policies include guidelines for the Proxy Voting Committee to follow if a material conflict of interest arises between Registrant (including employees and members of the Proxy Voting Committee) and its clients; these guidelines are intended to ensure that any material conflict is resolved in the best interest of Registrant’s clients. Upon request, Invesco provides clients with a copy of its proxy voting policies and procedures and information on how the client’s proxies were voted.




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OTHER Delegation and Use of Agents In the performance of its duties hereunder, Registrant may, at its own discretion, so long as consistent with applicable law:

A. delegate any of its discretionary investment, advisory or other rights, powers, functions and obligations hereunder to any affiliate or subsidiary of the Registrant that is also under the control of Invesco Ltd. or any such entity that, in future, is the ultimate parent company of the Registrant (“Invesco Parent”), without further notification to or consent of Registrants clients.

B. employ any affiliate or subsidiary of the Registrant that is also under the control of Invesco Parent, agents or third parties to perform any administrative or ancillary services required to enable the Registrant to perform its services to clients, without further notification to or consent of the clients, and any such delegation shall be revocable by Invesco.

Registrant will act in good faith and with due diligence in the selection, use and monitoring of such affiliates, subsidiaries and agents. Registrant shall remain responsible for its obligations to the clients and for all actions of any such affiliates, subsidiaries, agents or third parties to the same extent as the Registrant is responsible for its own actions.

OTHER (continued) Rule 206 (4)-4 of the Advisers Act:

Affiliate Settled Enforcement Actions and Investigations Related to Market Timing

On October 8, 2004, IFG, the former investment advisor to certain Invesco Aim Funds, and

Invesco Aim Advisors, the Invesco Aim Fund’s investment advisor, announced that final settlements had been reached with the Securities and Exchange Commission (“SEC”), the New York Attorney General (“NYAG”), the Colorado Attorney General (“COAG”), the Colorado Division of Securities (“CODS”) and the Secretary of State of Georgia to resolve civil enforcement actions and investigations related to market timing activity and related issues in the Invesco Aim Funds, including those formerly advised by IFG. In their enforcement actions and investigations, these regulators alleged, in substance, that IFG and Invesco Aim Advisors failed to disclose in applicable Fund prospectuses for the Invesco Aim Funds that they advised and to the independent directors/trustees of such Funds that IFG and Invesco Aim Advisors had entered into certain arrangements permitting market timing of such Funds, thereby breaching their fiduciary duties to such Funds. As a result of the foregoing, the regulators alleged that IFG, Invesco Aim Advisors and Invesco Aim Distributors, Inc. (“ADI”), the distributor of the retail Invesco Aim Funds and a wholly owned subsidiary of Invesco Aim Advisors, breached various Federal and state securities, business and consumer protection laws. Under the terms of the settlements, IFG, Invesco Aim Advisors and ADI consent to the entry of settlement orders or assurances of discontinuance, as applicable, by the regulators containing certain terms, some of which are described below, without admitting or denying any wrongdoing.

Under the terms of the settlements, IFG agreed to pay a total of $325 million, of which $110

million is civil penalties. The $325 million total payment was paid in two equal installments in accordance with the terms of the settlement and the final payment was paid before December 31, 2005. Invesco Aim Advisors and ADI agreed to pay a total of $50 million, of which $30 million is civil penalties. The entire $50 million payment by Invesco Aim Advisors and ADI was paid on November 8, 2004.

The entire $325 million IFG settlement payment will be available for distribution to the




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shareholders of those Invesco Aim Funds that IFG formerly advised that were harmed by market timing activity, and the entire $50 million settlement payment by Invesco Aim Advisors and ADI will be available for distribution to the shareholders of those Invesco Aim Funds advised by Invesco Aim Advisors that were harmed by market timing activity, all as to be determined by the independent distribution consultant who was appointed under the terms of the settlements. The settlement payments will be distributed in accordance with a methodology to be determined by the independent distribution consultant, in consultation with Invesco Aim Advisors and the independent trustees of the Invesco Aim Funds and acceptable to the staff of the SEC.

Under the settlements with the NYAG and COAG, Invesco Aim Advisors agreed to reduce

management fees on the Invesco Aim Funds by $15 million per year for the next five years, based upon effective fee rates and assets under management as of July 1, 2004, and not to increase certain management fees. Invesco Aim Advisors implemented such fee reductions as of January 1, 2005. IFG also paid $1.5 million to the COAG to be used for investor education purposes and to reimburse the COAG for actual costs. Finally, IFG and Invesco Aim Advisors paid $175,000 to the Secretary of State of Georgia to be used for investor education purposes and to reimburse the Secretary of State for actual costs.

None of the costs of the settlements will be borne by the Invesco Aim Funds or by Fund shareholders.

Under the terms of the settlements, Invesco Aim Advisors made certain governance reforms, including maintaining an internal controls committee and has retained an independent compliance consultant, a corporate ombudsman and, as stated above, an independent distribution consultant. Also, commencing in 2007 and at least once every other year thereafter, Invesco Aim Advisors will undergo a compliance review by an independent third party.

In addition, under the terms of the settlements, Invesco Aim Advisors has undertaken to cause the Invesco Aim Funds to operate in accordance with certain governance policies and practices, including retaining a full-time independent senior officer whose duties will include monitoring compliance and managing the process by which proposed management fees to be charged the Invesco Aim Funds are negotiated. The Invesco Aim Funds have engaged Mr. Russell Burk as the senior officer, and he reports directly to the Chairman of the Invesco Aim Funds Board of Trustees. Also, commencing in 2008 and not less than every fifth calendar year thereafter, the Invesco Aim Funds will hold shareholder meetings at which their Boards of Trustees will be elected.

OTHER (continued) Regulatory Action Alleging Market Timing On April 12, 2005, the Attorney General of the State of West Virginia (“WVAG”) filed

civil proceedings against Invesco Aim, IFG and Invesco Aim Distributors, Inc. (“ADI”), as well as numerous unrelated mutual fund complexes and financial institutions. None of the Invesco Aim Funds has been named as a defendant in these proceedings. The WVAG complaint, filed in the Circuit Court of Marshall County, West Virginia [Civil Action No. 05-C-81], alleges, in substance, that Invesco Aim, IFG and ADI failed to disclose in the prospectuses for the Invesco Aim Funds, including those formerly advised by IFG, that they had entered into certain arrangements permitting market timing of such Funds, thereby breaching their fiduciary duties to such Funds. As a result of the foregoing, the WVAG alleged violations of W. Va. Code § 46A-1-101, et seq. (the West Virginia Consumer Credit and Protection Act). The WVAG was seeking injunctions; civil monetary penalties; a




Date: 03/28/2008





writ of quo warranto against the defendants for their alleged improper actions; pre-judgment and post-judgment interest; costs and expenses, including counsel fees; and other relief. This matter was transferred to the Federal Courts’ Multi-District Litigation (“MDL”) Court on October 19, 2005. On July 7, 2005, the Supreme Court of West Virginia ruled in the context of a separate lawsuit that the WVAG does not have authority under the West Virginia Consumer Credit and Protection Act to bring an action based upon conduct that is ancillary to the purchase or sale of securities. On April 14, 2006, the WVAG voluntarily dismissed this action without prejudice.

On August 30, 2005, the West Virginia Office of the State Auditor - Securities Commission (“WVASC”) issued a Summary Order to Cease and Desist and Notice of Right to Hearing to Aim and ADI (Order No. 05-1318). The WVASC purports to make findings of fact that Aim and ADI entered into certain arrangements permitting market timing of the Invesco Aim Funds and failed to disclose these arrangements in the prospectuses for such Funds and conclusions of law to the effect that Aim and ADI violated the West Virginia securities laws (essentially mirroring the WVAG’s allegations mention above). The WVASC orders Aim and ADI to cease any further violations and seeks to impose monetary sanctions, including restitution to affected investors, disgorgement of fees, reimbursement of investigatory, administrative and legal costs and an “administrative assessment,” to be determined by the Commissioner. Initial research indicates that these damages could be limited or capped by statute. By agreement with the WVASC, Aim's time to respond to that Order has been indefinitely suspended.

OTHER (continued) Private Civil Actions Pending Against IFG, Invesco Aim Advisors and Related Entities

and Individuals A number of civil lawsuits related to market timing, late trading and related issues

have been filed against (depending on the lawsuit) certain of the Invesco Aim Funds, IFG, Invesco Aim Advisors, Invesco Ltd., certain related entities, certain of their current and former officers and/or certain unrelated third parties. All such lawsuits have been transferred to the United States District Court for the District of Maryland (the “MDL Court”) for consolidated or coordinated pre-trial proceedings.

Other civil lawsuits have been filed against (depending on the lawsuit) IFG, Invesco

Aim Advisors, ADI, certain related entities, certain of their current and former officers and/or certain of the Invesco Aim Funds and their trustees alleging the improper use of fair value pricing, excessive advisory and/or distribution fees, improper charging of distribution fees on closed funds or share classes, improper mutual fund sales practices and directed-brokerage arrangements, and failure to participate in class action lawsuits. The suits alleging excessive fees were settled. The suits alleging improper mutual fund sales practices were dismissed with prejudice by the Court. The suits alleging improper charging of distribution fees on closed funds or share classes have been dismissed. The suit alleging improper use of fair value pricing was dismissed, However, the appellate court overturned the dismissal. This case is pending in Illinois State Court. The suit alleging failure of Invesco Aim Advisors to participate in class action lawsuits was dismissed with prejudice by the Court.




Date: 03/28/2008





More detailed information concerning the lawsuits pending in the MDL Court, as well as all other civil lawsuits that have been served on IFG, Invesco Aim Advisors, the Invesco Aim Funds or related entities, or for which service of process has been waived as of a recent date, including the parties to the lawsuits and summaries of the various allegations and remedies sought, can be found in the Fund’s statement of additional information and on Invesco Aim Advisors’ Internet website under the heading “Regulatory Inquiries and Pending Litigation” (http://www.invescoaim.com/litigationsummary.pdf)

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PROXY VOTING POLICIES

AND

PROCEDURES

April 1, 2006

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GENERAL POLICY

Invesco Institutional (N.A.), Inc. and its wholly-owned subsidiaries, and Invesco Global Asset Management (N.A.), Inc. (collectively, “Invesco”), each has responsibility for making investment decisions that are in the best interests of its clients. As part of the investment management services it provides to clients, Invesco may be authorized by clients to vote proxies appurtenant to the shares for which the clients are beneficial owners.

Invesco believes that it has a duty to manage clients’ assets in the best economic interests of the clients and that the ability to vote proxies is a client asset.

Invesco reserves the right to amend its proxy policies and procedures from time to time without prior notice to its clients.

PROXY VOTING POLICIES

Voting of Proxies

Invesco will vote client proxies in accordance with the procedures set forth below unless the client for non-ERISA clients retains in writing the right to vote, the named fiduciary (e.g., the plan sponsor) for ERISA clients retains in writing the right to direct the plan trustee or a third party to vote proxies or Invesco determines that any benefit the client might gain from voting a proxy would be outweighed by the costs associated therewith.

Best Economic Interests of Clients

In voting proxies, Invesco will take into consideration those factors that may affect the value of the security and will vote proxies in a manner in which, in its opinion, is in the best economic interests of clients. Invesco endeavors to resolve any conflicts of interest exclusively in the best economic interests of clients.

ISS Services

Invesco has contracted with Institutional Shareholder Services (“ISS”), an independent third party service provider, to vote Invesco’s clients’ proxies according to ISS’s proxy voting recommendations. In addition, ISS will provide proxy analyses, vote recommendations, vote execution and record-keeping services for clients for which Invesco has proxy voting responsibility. On an annual basis, Invesco will review information obtained from ISS to ascertain whether ISS (i) has the capacity and competency to adequately analyze proxy issues, and (ii) can make such recommendations in an impartial manner and in the best economic interest of Invesco’s clients. This may include a review of ISS’ Policies, Procedures and Practices Regarding Potential Conflicts of Interests and obtaining information about the work ISS does for corporate issuers and the payments ISS receives from such issuers.

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Custodians forward proxy materials for clients who rely on Invesco to vote proxies to ISS. ISS is responsible for exercising the voting rights in accordance with the ISS proxy voting guidelines. If Invesco receives proxy materials in connection with a client’s account where the client has, in writing, communicated to Invesco that the client, plan fiduciary or other third party has reserved the right to vote proxies, Invesco will forward to the party appointed by client any proxy materials it receives with respect to the account. In order to avoid voting proxies in circumstances where Invesco, or any of its affiliates have or may have any conflict of interest, real or perceived, Invesco has engaged ISS to provide the proxy analyses, vote recommendations and voting of proxies.

In the event that (i) ISS recuses itself on a proxy voting matter and makes no recommendation or (ii) Invesco decides to override the ISS vote recommendation, the Proxy Committee will review the issue and direct ISS how to vote the proxies as described below.

Proxy Committee

The Proxy Committee shall have seven (7) members, which shall include representatives from portfolio management, operations, and legal/compliance or other functional departments as deemed appropriate who are knowledgeable regarding the proxy process. A majority of the members of the Proxy Committee shall constitute a quorum and the Proxy Committee shall act by a majority vote. The chair of the Proxy Committee shall be chosen by the Chief Compliance Officer of Invesco. The Proxy Committee shall keep minutes of its meetings that shall be kept with the proxy voting records of Invesco. The Proxy Committee will appoint a Proxy Manager to manage the proxy voting process, which includes the voting of proxies and the maintenance of appropriate records.

Proxy Committee meetings shall be called by the Proxy Manager when override submissions are made and in instances when ISS has recused itself from a vote recommendation. In these situations, the Proxy Committee shall meet and determine how proxies are to be voted in the best interests of clients.

The Proxy Committee periodically reviews new types of corporate governance issues, evaluates proposals not addressed by the ISS proxy voting guidelines in instances when ISS has recused itself, and determines how Invesco should vote. The Committee monitors adherence to these Procedures, industry trends and reviews the ISS proxy voting guidelines.

ISS Recusal

When ISS makes no recommendation on a proxy voting issue or is recused due to a conflict of interest, the Proxy Committee will review the issue and, if Invesco does not have a conflict of interest, direct ISS how to vote the proxies. In such cases where Invesco has a conflict of interest, Invesco, in its sole discretion, shall either (a) vote the proxies pursuant to ISS’s general proxy voting guidelines, (b) engage an independent third party to provide a vote recommendation, or (c) contact its client(s) for direction as to how to vote the proxies.

Override of ISS Recommendation

There may be occasions where the Invesco investment personnel, senior officers or a member of the Proxy Committee seek to override ISS’s recommendations if they believe that ISS’s recommendations are not in accordance with the best economic interests of clients. In the event that an individual listed above in this section disagrees with an ISS recommendation on a particular voting issue, the individual

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shall document in writing the reasons that he/she believes that the ISS recommendation is not in accordance with clients’ best economic interests and submit such written documentation to the Proxy Manager for consideration by the Proxy Committee. Upon review of the documentation and consultation with the individual and others as the Proxy Committee deems appropriate, the Proxy Committee may make a determination to override the ISS voting recommendation if the Committee determines that it is in the best economic interests of clients and the Committee has addressed conflict of interest issues as discussed below.

Proxy Committee Meetings

When a Proxy Committee Meeting is called, whether because of an ISS recusal or request for override of an ISS recommendation, the Proxy Committee shall review the report of the Chief Compliance Officer as to whether any Invesco person has reported a conflict of interest.

The Proxy Committee shall review the information provided to it to determine if a real or perceived conflict of interest exists and the minutes of the Proxy Committee shall:

(1) describe any real or perceived conflict of interest,

(2) discuss any procedure used to address such conflict of interest,

(3) report any contacts from outside parties (other than routine communications from proxy solicitors), and

(4) include confirmation that the recommendation as to how the proxies are to be voted is in the best economic interests of clients and was made without regard to any conflict of interest.

Based on the above review and determinations, the Proxy Committee will direct ISS how to vote the proxies.

Certain Proxy Votes May Not Be Cast

In some cases, Invesco may determine that it is not in the best economic interests of clients to vote proxies. For example, proxy voting in certain countries outside the United States requires share blocking. Shareholders who wish to vote their proxies must deposit their shares 7 to 21 days before the date of the meeting with a designated depositary. During the blocked period, shares to be voted at the meeting cannot be sold until the meeting has taken place and the shares have been returned to the Custodian/Sub-Custodian bank. In addition, voting certain international securities may involve unusual costs to clients. In other cases, it may not be possible to vote certain proxies despite good faith efforts to do so, for instance when inadequate notice of the matter is provided. In the instance of loan securities, voting of proxies typically requires termination of the loan, so it is not usually in the best economic interests of clients to vote proxies on loaned securities. Invesco typically will not, but reserves the right to, vote where share blocking restrictions, unusual costs or other barriers to efficient voting apply. If Invesco does not vote, it would have made the determination that the cost of voting exceeds the expected benefit to the client. The Proxy Manager shall record the reason for any proxy not being voted, which record shall be kept with the proxy voting records of Invesco.

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Proxy Voting Records

Clients may obtain information about how Invesco voted proxies on their behalf by contacting their client services representative. Alternatively, clients may make a written request for proxy voting information to: Proxy Manager, 1360 Peachtree Street, N.E., Atlanta, Georgia 30309.

CONFLICTS OF INTEREST

Procedures to Address Conflicts of Interest and Improper Influence

In order to avoid voting proxies in circumstances where Invesco or any of its affiliates have or may have any conflict of interest, real or perceived, Invesco has contracted with ISS to provide proxy analyses, vote recommendations and voting of proxies. Unless noted otherwise by ISS, each vote recommendation provided by ISS to Invesco includes a representation from ISS that ISS faces no conflict of interest with respect to the vote. In instances where ISS has recused itself and makes no recommendation on a particular matter or if an override submission is requested, the Proxy Committee shall determine how the proxy is to be voted and instruct the Proxy Manager accordingly in which case the conflict of interest provisions discussed below shall apply.

In effecting the policy of voting proxies in the best economic interests of clients, there may be occasions where the voting of such proxies may present a real or perceived conflict of interest between Invesco, as the investment manager, and clients.

For each director, officer and employee of Invesco (“Invesco person”), the interests of Invesco’s clients must come first, ahead of the interest of Invesco and any person within the Invesco organization, which includes Invesco’s affiliates.

Accordingly, each Invesco person must not put “personal benefit,” whether tangible or intangible, before the interests of clients of Invesco or otherwise take advantage of the relationship to Invesco’s clients. “Personal benefit” includes any intended benefit for oneself or any other individual, company, group or organization of any kind whatsoever, except a benefit for a client of Invesco, as appropriate. It is imperative that each of Invesco’s directors, officers and employees avoid any situation that might compromise, or call into question, the exercise of fully independent judgment in the interests of Invesco’s clients.

Occasions may arise where a person or organization involved in the proxy voting process may have a conflict of interest. A conflict of interest may also exist if Invesco has a business relationship with (or is actively soliciting business from) either the company soliciting the proxy or a third party that has a material interest in the outcome of a proxy vote or that is actively lobbying for a particular outcome of a proxy vote. An Invesco person (excluding members of the Proxy Committee) shall not be considered to have a conflict of interest if the Invesco person did not know of the conflict of interest and did not attempt to influence the outcome of a proxy vote. Any individual with actual knowledge of a conflict of interest relating to a particular referral item shall disclose that conflict to the Chief Compliance Officer.

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The following are examples of situations where a conflict may exist:

Business Relationships – where Invesco manages money for a company or an employee group, manages pension assets or is actively soliciting any such business, or leases office space from a company;

Personal Relationships – where a Invesco person has a personal relationship with other proponents of proxy proposals, participants in proxy contests, corporate directors, or candidates for directorships; and

Familial Relationships – where an Invesco person has a known familial relationship relating to a company (e.g. a spouse or other relative who serves as a director of a public company or is employed by the company).

In the event that Invesco (or an affiliate) manages assets for a company, its pension plan, or related entity or where any member of the Proxy Committee has a personal conflict of interest, and where clients’ funds are invested in that company’s shares, the Proxy Committee will not take into consideration this relationship and will vote proxies in that company solely in the best economic interest of its clients.

It is the responsibility of the Proxy Manager and each member of the Proxy Committee to report any real or potential conflict of interest of which such individual has actual knowledge to the Chief Compliance Officer, who shall present any such information to the Proxy Committee. However, once a particular conflict has been reported to the Chief Compliance Officer, this requirement shall be deemed satisfied with respect to all individuals with knowledge of such conflict.

In addition, the Proxy Manager and each member of the Proxy Committee shall certify annually as to their compliance with this policy. In addition, any Invesco person who submits an ISS override recommendation to the Proxy Committee shall certify as to their compliance with this policy concurrently with the submission of their override recommendation. A form of such certification is attached as Appendix A hereto.

In addition, members of the Proxy Committee must notify Invesco’s Chief Compliance Officer, with impunity and without fear of retribution or retaliation, of any direct, indirect or perceived improper influence made by anyone within Invesco or by an affiliated company’s representatives with regard to how Invesco should vote proxies. The Chief Compliance Officer will investigate the allegations and will report his or her findings to the Invesco Risk Management Committee. In the event that it is determined that improper influence was made, the Risk Management Committee will determine the appropriate action to take which may include, but is not limited to, (1) notifying the affiliated company’s Chief Executive Officer, its Management Committee or Board of Directors, (2) taking remedial action, if necessary, to correct the result of any improper influence where clients have been harmed, or (3) notifying the appropriate regulatory agencies of the improper influence and to fully cooperate with these regulatory agencies as required. In all cases, the Proxy Committee shall not take into consideration the improper influence in determining how to vote proxies and will vote proxies solely in the best economic interest of clients.

Furthermore, members of the Proxy Committee must advise Invesco’s Chief Compliance Officer and fellow Committee members of any real or perceived conflicts of interest he or she may have with

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regard to how proxies are to be voted regarding certain companies (e.g., personal security ownership in a company, or personal or business relationships with participants in proxy contests, corporate directors or candidates for corporate directorships). After reviewing such conflict, upon advice from the Chief Compliance Officer, the Committee may require such Committee member to recuse himself or herself from participating in the discussions regarding the proxy vote item and from casting a vote regarding how Invesco should vote such proxy.

ISS PROXY VOTING GUIDELINES

A copy of the most recent ISS US Proxy Voting Guidelines Summary can be found on ISS’s website at www.issproxy.com.

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APPENDIX A

ACKNOWLEDGEMENT AND CERTIFICATION

I acknowledge that I have read the Invesco Proxy Voting Policy (a copy of which has been

supplied to me, which I will retain for future reference) and agree to comply in all respects with the

terms and provisions thereof. I have disclosed or reported all real or potential conflicts of interest to the

Invesco Compliance Officer and will continue to do so as matters arise. I have complied with all

provisions of this Policy.

_________________________Print Name

_________________________Date

_________________________Signature

Privacy Notice

PRIVACY NOTICE April 23, 2008

At Invesco*, we recognize that you have entrusted with us your personal and financial data, and we recognize our obligation to keep this information secure. Maintaining your privacy is important to us, and we have established a policy to maintain the privacy of the information you share with us. Personal Information We Collect In the normal course of serving clients, we collect personal information about you, which may include:

Information we receive from you (such as your name and address) from your account application, investment management agreement or other documents you may deliver to us.

Information about your investment transactions. Personal Information We May Disclose We do not sell any information to any third parties. However, we occasionally disclose nonpublic personal information about you to affiliates and non-affiliates only as permitted by law or regulation. Specifically, we may disclose nonpublic personal information including:

Information to service providers in order to process your account transactions. Your name and address to companies that assist us with mailing statements to you. Information in connection with legal proceedings, such as responding to a subpoena.

The organizations that receive client information act on our behalf and use the information only to provide the services that we have asked them to perform for you and us. As emphasized above, we do not provide client or former client information including names, addresses, or client lists to outside companies except in furtherance of our business relationship with you, or as otherwise permitted by law. How We Protect Your Information Access to nonpublic personal information is restricted to employees who need to access that information to provide products or services to clients. Physical, electronic and procedural safeguards that comply with federal standards are in place to guard our clients’ nonpublic personal information. A client’s right to privacy extends to all forms of contact with us including telephone, written correspondence and electronic media. We consider privacy a fundamental right of clients and take seriously the obligation to safeguard client information. We will adhere to the policies and practices above for both current and former clients.

* This Privacy Notice applies to the following members of Invesco Ltd.’s family of investment adviser subsidiaries: Invesco Institutional (N.A.), Inc., Invesco Private Capital, Inc., Invesco Senior Secured Management, Inc., Invesco Global Asset Management (N.A.), Inc. and WL Ross & Co. LLC

Documents

INVESCO Global Asset Management - Citi Private Bank · Applicant: Invesco Global Asset Management (N.A.), Inc. SEC File Number: 801-54192 Date: 03/28/2008 (Do not use this Schedule