Common use of Governance Committee Clause in Contracts

Governance Committee. The Governance Committee is comprised entirely of directors who are not "interested persons" of Company as defined in Section 2(a)(19) of the 1940 Act. The current member of Company's Governance Committee is Mr. Lewis. The Governance Committee is responsible for: (i) nominatxxx xxxxxns who are not interested persons of Company for election or appointment: (a) as additions to the Board, (b) to fill vacancies which, from time to time, may occur in the Board and (c) for election by shareholders of Company at meetings called for the election of directors; (ii) nominating persons for appointment as members of each committee of the Board, including, without limitation, the Audit Committee, the Governance Committee, the Investments Committee and the Valuation Committee, and to nominate persons for appointment as chair and vice chair of each such committee; (iii) reviewing from time to time the compensation payable to the directors and making recommendations to the Board regarding compensation; (iv) reviewing and evaluating from time to time the functioning of the Board and the various committees of the Board; (v) selecting independent legal counsel to the independent directors and approving the compensation paid to independent legal counsel; and (vi) approving the compensation paid to independent counsel and other advisers, if any, to the Audit Committee of Company. After a determination by the Governance Committee that a person should be nominated as an additional director who is not an "interested person" of Company as defined in Section 2(a)(19) of the 1940 Act (a "dis-interested director"), or as soon as practical after a vacancy occurs or it appears that a vacancy is about to occur for a dis-interested director position on the Board, the Governance Committee will nominate a person for appointment by a majority of the dis-interested directors to add to the Board or to fill the vacancy. Prior to a meeting of the shareholders of your Fund called for the purpose of electing dis-interested directors, the Governance Committee will nominate one or more persons for election as dis-interested directors at such meeting. Evaluation by the Governance Committee of a person as a potential nominee to serve as a dis-interested director, including a person nominated by a shareholder, should result in the following findings by the Governance Committee: (i) upon advice of independent legal counsel to the dis-interested directors, that the person will qualify as a dis-interested director and that the person is otherwise qualified under applicable laws and regulations to serve as a director of Company; (ii) that the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of a dis-interested director; (iii) with respect to potential nominees to serve as dis-interested director members of the Audit Committee of Company, upon advice of independent legal counsel to the dis-interested directors, that the person: (a) is free of any material relationship with INVESCO Fund (other than as a shareholder of INVESCO Fund), either directly or as a partner, shareholder or officer of an organization that has a relationship with INVESCO Fund, (b) meets the requirements regarding the financial literacy or financial expertise of audit committee members, as set forth from time to time in the New York Stock Exchange listing standards and in any rules promulgated by the SEC that are applicable to investment companies whose shares are listed for trading on a national securities exchange, and (c) meets the director independence requirements for serving on audit committees as set forth from time to time in the New York Stock Exchange listing standards (currently, Section 303A.06), and as set forth in rules promulgated by the SEC under the Securities Exchange Act of 1934, as amended, that are applicable to investment companies whose shares are listed for trading on a national securities exchange (currently, Rule 10A-3(b)(1)(iii)); (iv) that the person can make a positive contribution to the Board and INVESCO Fund, with consideration being given to the person's business experience, education and such other factors as the Governance Committee may consider relevant; (v) that the person is of good character and high integrity; and (vi) that the person has desirable personality traits including independence, leadership and the ability to work with the other members of the Board. Consistent with the 1940 Act, the Governance Committee can consider recommendations from management in its evaluation process. The Governance Committee will consider nominees recommended by a shareholder to serve as directors, provided: (i) that such person is a shareholder of record at the time he or she submits such names and is entitled to vote at the meeting of shareholders at which directors will be elected; and (ii) that the Governance Committee or the Board, as applicable, shall make the final determination of persons to be nominated. If a shareholder desires to nominate a candidate, the shareholder must submit a request in writing to the chairman of the Governance Committee. The Governance Committee will evaluate nominees recommended by a shareholder to serve as directors in the same manner as they evaluate nominees identified by the Governance Committee. A current copy of the Governance Committee's charter is set forth in Appendix IV. INVESTMENTS COMMITTEE The current members of Company's Investments Committee are Messrs. Baker, Bunch, Lewis and Soll. The Investments Committee is responsixxx xor: (x) oxxxxxeing XXXXSCO's investment-related compliance systems and procedures to ensure their continued adequacy; and (ii) considering and acting, on an interim basis between meetings of the full Board, on investment-related matters requiring Board consideration. VALUATION COMMITTEE The current members of Company's Valuation Committee are Messrs. Baker, Bunch, Lewis and Soll. The Valuation Committee meets on an ax xxx bxxxx to xxxxew maxxxxs related to valuation. SPECIAL COMMITTEE RELATED TO MARKET TIMING ISSUES The current member of Company's Special Committee Relating to Market Timing Issues is Mr. Lewis. The purpose of the Special Committee Relating to Market Xxxxxx Xxsues is to remain informed on matters relating to alleged excessive short term trading in shares of your Fund and the other portfolios of Company ("market timing") and to provide guidance to special counsel for the independent directors on market timing issues and related matters between meetings of the independent directors. During the fiscal year ended December 31, 2003, the Special Committee Related to Market Timing Issues did not meet. BOARD AND COMMITTEE MEETING ATTENDANCE During the fiscal year ended December 31, 2003, the Board met 9 times, the Audit Committee met 1 time, the Governance Committee met 1 time, the Investments Committee met 1 time, the Valuation Committee and the Special Committee Related to Market Timing Issues did not meet, the former audit committee met 3 times, the former investments and management liaison committee met 3 times, the former 57 brokerage committee met 3 times, the former derivatives committee met 3 times, the former nominating committee met 2 times, the former legal committee met 2 times, the former compensation committee, and the former executive, valuation and retirement committees did not meet. Directors then serving attended at least 75% of the meetings of the board or applicable committee during the most recent fiscal year. Company is not required to and does not hold annual meetings of shareholders. Company's policy regarding Board member attendance at annual meetings of shareholders, if any, is that directors are encouraged but not required to attend such annual meetings. SHAREHOLDER COMMUNICATIONS WITH THE BOARD The Board provides a process for shareholders to send communications to the Board. If any shareholder wishes to communicate with the Board or with an individual director, that shareholder should send his, her or its communications to Ivy B. McLemore, First Vice President Corporate Communications. Comxxxxxxxxxxx xxxe to Mr. McLemore may be communicated by telephone, e-mail or regular maxx xx xxx xxllowing address: (713) 214-1904, ivy.mclemore@aiminvestments.com, A I M Management Gxxxx Xxx., 00 Grxxxxxx Xxxxx, Xxxxx 000, Xxxxxxn, TX 77046. All shareholder coxxxxxxxxxxxx xxxxxxxx xx Xx. XxXxxxxx xxxxx xx promptly forwarded to the individual director xx Xxxxxxx to whom they were addressed or to the full Board, as applicable. Copies of all shareholder communications will also be distributed to the Chairs of each of Trust's Audit Committee, Governance Committee, Investments Committee and Valuation Committee, to counsel for Company and to counsel for the independent directors of Company. Counsel for Company, upon receipt of their copy of a shareholder communication, shall work with such Chairs and counsel for the independent directors to determine whether such shareholder communication should be distributed to any directors to whom it was not sent and whether and in what manner the directors should respond to such shareholder communication. Responses, if any, to shareholder communications shall be coordinated by counsel for Company, working with the Chairs and counsel for the independent directors. DIRECTOR'S COMPENSATION Each director who is independent is compensated for his or her services according to a fee schedule which recognizes the fact that such director also serves as a director of other funds within the INVESCO Family of Funds. Each such director receives a fee, allocated among the funds within the INVESCO Family of Funds for which he or she serves as a director, which consists of an annual retainer component and a meeting fee component. Set forth below is information regarding compensation paid or accrued for each director of Company who was not affiliated with INVESCO during the year ended December 31, 2003. Directors of Company who are affiliated with INVESCO are not compensated by Company.

Governance Committee. The Governance Committee is comprised entirely of directors trustees who are not "interested persons" of Company Trust as defined in Section 2(a)(19) of the 1940 Act. The current member members of CompanyTrust's Governance Committee are Messrs. Bayley, Crockett (Chair), Dowden, Fields (Vice Chair) and Sklar. Thx Xxxxrnxxxx Xxxmittee is Mr. Lewis. The Governance Committee is responsible xxxxxxsible for: (i) nominatxxx nominating xxxxxns who are not interested persons of Company Trust for election or appointment: (a) as additions to the Board, (b) to fill vacancies which, from time to time, may occur in the Board and (c) for election by shareholders of Company Trust at meetings called for the election of directorstrustees; (ii) nominating persons for appointment as members of each committee of the Board, including, without limitation, the Audit Committee, the Governance Committee, the Investments Committee and the Valuation Committee, and to nominate persons for appointment as chair and vice chair of each such committee; (iii) reviewing from time to time the compensation payable to the directors trustees and making recommendations to the Board regarding compensation; (iv) reviewing and evaluating from time to time the functioning of the Board and the various committees of the Board; (v) selecting independent legal counsel to the independent directors trustees and approving the compensation paid to independent legal counsel; and (vi) approving the compensation paid to independent counsel and other advisers, if any, to the Audit Committee of CompanyTrust. After a determination by the Governance Committee that a person should be nominated as an additional director trustee who is not an "interested person" of Company the AIM Trust as defined in Section 2(a)(19) of the 1940 Act (a "dis-interested directortrustee"), or as soon as practical after a vacancy occurs or it appears that a vacancy is about to occur for a dis-interested director trustee position on the Board, the Governance Committee will nominate a person for appointment by a majority of the dis-interested directors trustees to add to the Board or to fill the vacancy. Prior to a meeting of the shareholders of your AIM Fund called for the purpose of electing dis-interested directorstrustees, the Governance Committee will nominate one or more persons for election as dis-interested directors trustees at such meeting. Evaluation by the Governance Committee of a person as a potential nominee to serve as a dis-interested directortrustee, including a person nominated by a shareholder, should result in the following findings by the Governance Committee: (i) upon advice of independent legal counsel to the dis-interested directorstrustees, that the person will qualify as a dis-interested director trustee and that the person is otherwise qualified under applicable laws and regulations to serve as a director trustee of Companythe AIM Trust; (ii) that the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of a dis-interested directortrustee; (iii) with respect to potential nominees to serve as dis-interested director trustee members of the Audit Committee of Companythe AIM Trust, upon advice of independent legal counsel to the dis-interested directorstrustees, that the person: (a) is free of any material relationship with INVESCO AIM Fund (other than as a shareholder of INVESCO AIM Fund), either directly or as a partner, shareholder or officer of an organization that has a relationship with INVESCO AIM Fund, (b) meets the requirements regarding the financial literacy or financial expertise of audit committee members, as set forth from time to time in the New York Stock Exchange listing standards and in any rules promulgated by the SEC that are applicable to investment companies whose shares are listed for trading on a national securities exchange, and (c) meets the director independence requirements for serving on audit committees as set forth from time to time in the New York Stock Exchange listing standards (currently, Section 303A.06), and as set forth in rules promulgated by the SEC under the Securities Exchange Act of 1934, as amended, that are applicable to investment companies whose shares are listed for trading on a national securities exchange (currently, Rule 10A-3(b)(1)(iii)); (iv) that the person can make a positive contribution to the Board and INVESCO AIM Fund, with consideration being given to the person's business experience, education and such other factors as the Governance Committee may consider relevant; (v) that the person is of good character and high integrity; and (vi) that the person has desirable personality traits including independence, leadership and the ability to work with the other members of the Board. Consistent with the 1940 Act, the Governance Committee can consider recommendations from management in its evaluation process. The Governance Committee will consider nominees recommended by a shareholder to serve as directorstrustees, provided: (i) that such person is a shareholder of record at the time he or she submits such names and is entitled to vote at the meeting of shareholders at which directors trustees will be elected; and (ii) that the Governance Committee or the Board, as applicable, shall make the final determination of persons to be nominated. If a shareholder desires to nominate a candidate, the shareholder must submit a request in writing to the chairman of the Governance Committee. The Governance Committee will evaluate nominees recommended by a shareholder to serve as directors trustees in the same manner as they evaluate nominees identified by the Governance Committee. Notice procedures set forth in the AIM Trust's Amended and Restated Bylaws require that any shareholder of your Fund desiring to nominate a trustee for election at a shareholder meeting must submit to the President of the AIM Trust the nomination in writing not later than the close of business on the later of the 90th day prior to such shareholder meeting or the tenth day following the day on which public announcement is made of the meeting and not earlier than the close of business on the 120th day prior to the meeting. The notice must set forth: (i) as to each person whom the shareholder proposes to nominate for election or reelection as a trustee all information relating to such person that is required to be disclosed in solicitations of proxies for election of trustees in an election contest, or is otherwise required, in each case pursuant to Regulation 14A of the Securities Exchange Act of 1934 (including such person's written consent to being named in the proxy statement as a nominee and to serving as a trustee if elected); and (ii) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made: (a) the name and address of such shareholder, as they appear on the AIM Trust's books, and of such beneficial owner; and (b) the number of shares of each series portfolio of the AIM Trust which are owned of record or beneficially by such shareholder and such beneficial owner. A current copy of the Governance Committee's charter is set forth in Appendix IV. INVESTMENTS COMMITTEE The current members of Companythe AIM Trust's Investments Committee are Messrs. BakerBayley (Vice Chair), BunchCrockett, Lewis Dowden (Chair), Dunn, Fields, Frischxxxx, Pennock and SollSklxx, Xx. The Investments Committee is responsixxx xorMaxxxx-Xavis (Vice Chair) and Mixx Xxxxxxx. Xxx Xxxestmexxx Xomxxxxxx xx xxxxxxsible for: (xi) oxxxxxeing XXXXSCOovexxxxxxx XXX's investment-related compliance systems and procedures to ensure their continued adequacy; and (ii) considering and acting, on an interim basis between meetings of the full Board, on investment-related matters requiring Board consideration. VALUATION COMMITTEE The current members of Companythe AIM Trust's Valuation Committee are Messrs. Baker, Bunch, Lewis Dunn and SollPennock (Chair) and Miss Quigley (Vice Chair). The Valuation Committee meets Valuatixx Xommitxxx xxxts on an ax xxx bxxxx to xxxxew maxxxxs ad hxx xxxxx xx review matters related to valuation. SPECIAL COMMITTEE RELATED RELATING TO MARKET TIMING ISSUES ISSUES. The current member members of CompanyTrust's Special Committee Relating to Market Timing Issues is Mr. Lewisare Messrs. Crockett, Dowden and Dunn. The purpose of the Special Committee Relating to Market Xxxxxx Relxxxxx xx Mxxxxx Timinx Xxsues is to remain informed on matters relating to alleged excessive short term trading in shares of your Fund and the other portfolios of Company Trust ("market timing") and to provide guidance to special counsel for the independent directors trustees on market timing issues and related matters between meetings of the independent directorstrustees. During the fiscal year ended December 31, 2003, the Special Committee Related Relating to Market Timing Issues did not meet. BOARD AND COMMITTEE MEETING ATTENDANCE During the fiscal year ended December 31, 2003, the Board of Trustees of the AIM Trust met 9 12 times, the Audit Committee met 1 time7 times, the Governance Committee met 1 time5 times, the Investments Committee met 1 time4 times, the Valuation Committee met 1 time, and the Special Committee Related to Market Timing Issues did not meet, the former audit committee met 3 times, the former investments and management liaison committee met 3 times, the former 57 brokerage committee met 3 times, the former derivatives committee met 3 times, the former nominating committee met 2 times, the former legal committee met 2 times, the former compensation committee, and the former executive, valuation and retirement committees did not meet. Directors then serving attended at least 75% of the meetings of the board or applicable committee during the most recent fiscal year. Company is not required to and does not hold annual meetings of shareholders. Company's policy regarding Board member attendance at annual meetings of shareholders, if any, is that directors are encouraged but not required to attend such annual meetings. SHAREHOLDER COMMUNICATIONS WITH THE BOARD The Board provides a process for shareholders to send communications to the Board. If any shareholder wishes to communicate with the Board or with an individual director, that shareholder should send his, her or its communications to Ivy B. McLemore, First Vice President Corporate Communications. Comxxxxxxxxxxx xxxe to Mr. McLemore may be communicated by telephone, e-mail or regular maxx xx xxx xxllowing address: (713) 214-1904, ivy.mclemore@aiminvestments.com, A I M Management Gxxxx Xxx., 00 Grxxxxxx Xxxxx, Xxxxx 000, Xxxxxxn, TX 77046. All shareholder coxxxxxxxxxxxx xxxxxxxx xx Xx. XxXxxxxx xxxxx xx promptly forwarded to the individual director xx Xxxxxxx to whom they were addressed or to the full Board, as applicable. Copies of all shareholder communications will also be distributed to the Chairs of each of Trust's Audit Committee, Governance Committee, Investments Committee and Valuation Committee, to counsel for Company and to counsel for the independent directors of Company. Counsel for Company, upon receipt of their copy of a shareholder communication, shall work with such Chairs and counsel for the independent directors to determine whether such shareholder communication should be distributed to any directors to whom it was not sent and whether and in what manner the directors should respond to such shareholder communication. Responses, if any, to shareholder communications shall be coordinated by counsel for Company, working with the Chairs and counsel for the independent directors. DIRECTOR'S COMPENSATION Each director who is independent is compensated for his or her services according to a fee schedule which recognizes the fact that such director also serves as a director of other funds within the INVESCO Family of Funds. Each such director receives a fee, allocated among the funds within the INVESCO Family of Funds for which he or she serves as a director, which consists of an annual retainer component and a meeting fee component. Set forth below is information regarding compensation paid or accrued for each director of Company who was not affiliated with INVESCO during the year ended December 31, 2003. Directors of Company who are affiliated with INVESCO are not compensated by Company.not

Governance Committee. The Governance Committee is comprised entirely of directors who are not "interested persons" of Company as defined in Section 2(a)(19) of the 1940 Act. The current member of Company's Governance Committee is Mr. Lewis. The Governance Committee is responsible for: (i) nominatxxx xxxxxns who are not interested persons of Company for election or appointment: (a) as additions to the Board, (b) to fill vacancies which, from time to time, may occur in the Board and (c) for election by shareholders of Company at meetings called for the election of directors; (ii) nominating persons for appointment as members of each committee of the Board, including, without limitation, the Audit Committee, the Governance Committee, the Investments Committee and the Valuation Committee, and to nominate persons for appointment as chair and vice chair of each such committee; (iii) reviewing from time to time the compensation payable to the directors and making recommendations to the Board regarding compensation; (iv) reviewing and evaluating from time to time the functioning of the Board and the various committees of the Board; (v) selecting independent legal counsel to the independent directors and approving the compensation paid to independent legal counsel; and (vi) approving the compensation paid to independent counsel and other advisers, if any, to the Audit Committee of Company. After a determination by the Governance Committee that a person should be nominated as an additional director who is not an "interested person" of Company as defined in Section 2(a)(19) of the 1940 Act (a "dis-interested director"), or as soon as practical after a vacancy occurs or it appears that a vacancy is about to occur for a dis-interested director position on the Board, the Governance Committee will nominate a person for appointment by a majority of the dis-interested directors to add to the Board or to fill the vacancy. Prior to a meeting of the shareholders of your Fund called for the purpose of electing dis-interested directors, the Governance Committee will nominate one or more persons for election as dis-interested directors at such meeting. 27 Evaluation by the Governance Committee of a person as a potential nominee to serve as a dis-interested director, including a person nominated by a shareholder, should result in the following findings by the Governance Committee: (i) upon advice of independent legal counsel to the dis-interested directors, that the person will qualify as a dis-interested director and that the person is otherwise qualified under applicable laws and regulations to serve as a director of Company; (ii) that the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of a dis-interested director; (iii) with respect to potential nominees to serve as dis-interested director members of the Audit Committee of Company, upon advice of independent legal counsel to the dis-interested directors, that the person: (a) is free of any material relationship with INVESCO your Fund (other than as a shareholder of INVESCO your Fund), either directly or as a partner, shareholder or officer of an organization that has a relationship with INVESCO your Fund, (b) meets the requirements regarding the financial literacy or financial expertise of audit committee members, as set forth from time to time in the New York Stock Exchange listing standards and in any rules promulgated by the SEC that are applicable to investment companies whose shares are listed for trading on a national securities exchange, and (c) meets the director independence requirements for serving on audit committees as set forth from time to time in the New York Stock Exchange listing standards (currently, Section 303A.06), and as set forth in rules promulgated by the SEC under the Securities Exchange Act of 1934, as amended, that are applicable to investment companies whose shares are listed for trading on a national securities exchange (currently, Rule 10A-3(b)(1)(iii)); (iv) that the person can make a positive contribution to the Board and INVESCO your Fund, with consideration being given to the person's business experience, education and such other factors as the Governance Committee may consider relevant; (v) that the person is of good character and high integrity; and (vi) that the person has desirable personality traits including independence, leadership and the ability to work with the other members of the Board. Consistent with the 1940 Act, the Governance Committee can consider recommendations from management in its evaluation process. The Governance Committee will consider nominees recommended by a shareholder to serve as directors, provided: (i) that such person is a shareholder of record at the time he or she submits such names and is entitled to vote at the meeting of shareholders at which directors will be elected; and (ii) that the Governance Committee or the Board, as applicable, shall make the final determination of persons to be nominated. If a shareholder desires to nominate a candidate, the shareholder must submit a request in writing to the chairman of the Governance Committee. The Governance Committee will evaluate nominees recommended by a shareholder to serve as directors in the same manner as they evaluate nominees identified by the Governance Committee. A current copy of the Governance Committee's charter Charter is set forth in Appendix IV. INVESTMENTS COMMITTEE The current members of Company's Investments Committee are Messrs. Baker, Bunch, Lewis and Soll. The Investments Committee is responsixxx xor: (x) oxxxxxeing XXXXSCO's investment-related compliance systems and procedures to ensure their continued adequacy; and (ii) considering and acting, on an interim basis between meetings of the full Board, on investment-related matters requiring Board consideration. VALUATION COMMITTEE The current members of Company's Valuation Committee are Messrs. Baker, Bunch, Lewis and Soll. The Valuation Committee meets on an ax xxx bxxxx to xxxxew maxxxxs related to valuation. SPECIAL COMMITTEE RELATED TO MARKET TIMING ISSUES The current member of Company's Special Committee Relating to Market Timing Issues is Mr. Lewis. The purpose of the Special Committee Relating to Market Xxxxxx Xxsues is to remain informed on matters relating to alleged excessive short term trading in shares of your Fund and the other portfolios of Company ("market timing") and to provide guidance to special counsel for the independent directors on market timing issues and related matters between meetings of the independent directors. During the fiscal year ended December 31, 2003, the Special Committee Related to Market Timing Issues did not meet. BOARD AND COMMITTEE MEETING ATTENDANCE During the fiscal year ended December 31, 2003, the Board met 9 times, the Audit Committee met 1 time, the Governance Committee met 1 time, the Investments Committee met 1 time, the Valuation Committee Committee, and the Special Committee Related to Market Timing Issues did not meet, the former audit committee met 3 times, the former investments and management liaison committee met 3 times, the former 57 brokerage committee met 3 times, the former derivatives committee met 3 times, the former nominating committee met 2 3 times, the former legal committee met 2 times, the former compensation committee, and the former executive, valuation and retirement plan committees did not meet. Directors All of the current directors then serving attended at least 75% of the meetings of the board Board or applicable committee Committee during the most recent fiscal year. Company is not required to and does not hold annual meetings of shareholders. Company's policy regarding Board member attendance at annual meetings of shareholders, if any, is that directors are encouraged but not required to attend such annual meetings. SHAREHOLDER COMMUNICATIONS WITH THE BOARD The Board provides a process for shareholders to send communications to the Board. If any shareholder wishes to communicate with the Board or with an individual director, that shareholder should send his, her or its communications to Ivy B. McLemore, First Vice President Corporate Communications. Comxxxxxxxxxxx xxxe to Mr. McLemore may be communicated by telephone, e-mail or regular maxx xx xxx xxllowing address: (713) 214-1904, ivy.mclemore@aiminvestments.com, A I M Management Gxxxx Xxx., 00 Grxxxxxx Xxxxx, Xxxxx 000, Xxxxxxn, TX 77046. All shareholder coxxxxxxxxxxxx xxxxxxxx xx Xx. XxXxxxxx xxxxx xx promptly forwarded to the individual director xx Xxxxxxx to whom they were addressed or to the full Board, as applicable. Copies of all shareholder communications will also be distributed to the Chairs of each of Trust's Audit Committee, Governance Committee, Investments Committee and Valuation Committee, to counsel for Company and to counsel for the independent directors of Company. Counsel for Company, upon receipt of their copy of a shareholder communication, shall work with such Chairs and counsel for the independent directors to determine whether such shareholder communication should be distributed to any directors to whom it was not sent and whether and in what manner the directors should respond to such shareholder communication. Responses, if any, to shareholder communications shall be coordinated by counsel for Company, working with the Chairs and counsel for the independent directors. DIRECTOR'S COMPENSATION Each director who is independent is compensated for his or her services according to a fee schedule which recognizes the fact that such director also serves as a director of other funds within the INVESCO Family of Funds. Each such director receives a fee, allocated among the funds within the INVESCO Family of Funds for which he or she serves as a director, which consists of an annual retainer component and a meeting fee component. Set forth below is information regarding compensation paid or accrued for each continuing director of Company who was not affiliated with INVESCO during the year ended December 31, 2003. Directors of Company who are affiliated with INVESCO are not compensated by Company.

Governance Committee. The Governance Committee is comprised entirely of directors who are not "interested persons" of Company as defined in Section 2(a)(19) of the 1940 Act. The current member of Company's Governance Committee is Mr. Lewis. The Governance Committee is responsible for: (i) nominatxxx xxxxxns who are not interested persons of Company for election or appointment: (a) as additions to the Board, (b) to fill vacancies which, from time to time, may occur in the Board and (c) for election by shareholders of Company at meetings called for the election of directors; (ii) nominating persons for appointment as members of each committee of the Board, including, without limitation, the Audit Committee, the Governance Committee, the Investments Committee and the Valuation Committee, and to nominate persons for appointment as chair and vice chair of each such committee; (iii) reviewing from time to time the compensation payable to the directors and making recommendations to the Board regarding compensation; (iv) reviewing and evaluating from time to time the functioning of the Board and the various committees of the Board; (v) selecting independent legal counsel to the independent directors and approving the compensation paid to independent legal counsel; and (vi) approving the compensation paid to independent counsel and other advisers, if any, to the Audit Committee of Company. After a determination by the Governance Committee that a person should be nominated as an additional director who is not an "interested person" of Company as defined in Section 2(a)(19) of the 1940 Act (a "dis-interested director"), or as soon as practical after a vacancy occurs or it appears that a vacancy is about to occur for a dis-interested director position on the Board, the Governance Committee will nominate a person for appointment by a majority of the dis-interested directors to add to the Board or to fill the vacancy. Prior to a meeting of the shareholders of your Fund called for the purpose of electing dis-interested directors, the Governance Committee will nominate one or more persons for election as dis-interested directors at such meeting. 26 Evaluation by the Governance Committee of a person as a potential nominee to serve as a dis-interested director, including a person nominated by a shareholder, should result in the following findings by the Governance Committee: (i) upon advice of independent legal counsel to the dis-interested directors, that the person will qualify as a dis-interested director and that the person is otherwise qualified under applicable laws and regulations to serve as a director of Company; (ii) that the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of a dis-interested director; (iii) with respect to potential nominees to serve as dis-interested director members of the Audit Committee of Company, upon advice of independent legal counsel to the dis-interested directors, that the person: (a) is free of any material relationship with INVESCO your Fund (other than as a shareholder of INVESCO your Fund), either directly or as a partner, shareholder or officer of an organization that has a relationship with INVESCO your Fund, (b) meets the requirements regarding the financial literacy or financial expertise of audit committee members, as set forth from time to time in the New York Stock Exchange listing standards and in any rules promulgated by the SEC that are applicable to investment companies whose shares are listed for trading on a national securities exchange, and (c) meets the director independence requirements for serving on audit committees as set forth from time to time in the New York Stock Exchange listing standards (currently, Section 303A.06), and as set forth in rules promulgated by the SEC under the Securities Exchange Act of 1934, as amended, that are applicable to investment companies whose shares are listed for trading on a national securities exchange (currently, Rule 10A-3(b)(1)(iii)); (iv) that the person can make a positive contribution to the Board and INVESCO your Fund, with consideration being given to the person's business experience, education and such other factors as the Governance Committee may consider relevant; (v) that the person is of good character and high integrity; and (vi) that the person has desirable personality traits including independence, leadership and the ability to work with the other members of the Board. Consistent with the 1940 Act, the Governance Committee can consider recommendations from management in its evaluation process. The Governance Committee will consider nominees recommended by a shareholder to serve as directors, provided: (i) that such person is a shareholder of record at the time he or she submits such names and is entitled to vote at the meeting of shareholders at which directors will be elected; and (ii) that the Governance Committee or the Board, as applicable, shall make the final determination of persons to be nominated. If a shareholder desires to nominate a candidate, the shareholder must submit a request in writing to the chairman of the Governance Committee. The Governance Committee will evaluate nominees recommended by a shareholder to serve as directors in the same manner as they evaluate nominees identified by the Governance Committee. A current copy of the Governance Committee's charter Charter is set forth in Appendix IV. INVESTMENTS COMMITTEE The current members of Company's Investments Committee are Messrs. Baker, Bunch, Lewis and Soll. The Investments Committee is responsixxx xor: (x) oxxxxxeing XXXXSCO's investment-related compliance systems and procedures to ensure their continued adequacy; and (ii) considering and acting, on an interim basis between meetings of the full Board, on investment-related matters requiring Board consideration. VALUATION COMMITTEE The current members of Company's Valuation Committee are Messrs. Baker, Bunch, Lewis and Soll. The Valuation Committee meets on an ax xxx bxxxx to xxxxew maxxxxs related to valuation. SPECIAL COMMITTEE RELATED TO MARKET TIMING ISSUES The current member of Company's Special Committee Relating to Market Timing Issues is Mr. Lewis. The purpose of the Special Committee Relating to Market Xxxxxx Xxsues is to remain informed on matters relating to alleged excessive short term trading in shares of your Fund and the other portfolios of Company ("market timing") and to provide guidance to special counsel for the independent directors on market timing issues and related matters between meetings of the independent directors. During the fiscal year ended December 31, 2003, 2003 the Special Committee Related to Market Timing Issues did not meet. BOARD AND COMMITTEE MEETING ATTENDANCE During the fiscal year ended December 31, 2003, the Board met 9 times, the Audit Committee met 1 time, the Governance Committee met 1 time, the Investments Committee met 1 time, the Valuation Committee and the Special Committee Committees Related to Market Timing Issues did not meet, the former audit committee met 3 times, the former investments and management liaison committee met 3 times, the former 57 brokerage committee met 3 times, the former derivatives committee met 3 times, the former nominating committee met 2 times, the former legal committee met 2 times, the former compensation committee, and the former executive, valuation and retirement plan committees did not meet. Directors All of the current directors then serving attended at least 75% of the meetings of the board Board or applicable committee Committee during the most recent fiscal year. Company is not required to and does not hold annual meetings of shareholders. Company's policy regarding Board member attendance at annual meetings of shareholders, if any, is that directors are encouraged but not required to attend such annual meetings. SHAREHOLDER COMMUNICATIONS WITH THE BOARD The Board provides a process for shareholders to send communications to the Board. If any shareholder wishes to communicate with the Board or with an individual director, that shareholder should send his, her or its communications to Ivy B. McLemore, First Vice President Corporate Communications. Comxxxxxxxxxxx xxxe to Mr. McLemore may be communicated by telephone, e-mail or regular maxx xx xxx xxllowing address: (713) 214-1904, ivy.mclemore@aiminvestments.comivy.mclemore@aimdirectors.com, A I M Management Gxxxx Groxx Xxx., 00 Grxxxxxx Xxeexxxx Xxxxx, Xxxxx 000, Xxxxxxn, TX 77046. All shareholder coxxxxxxxxxxxx xxxxxxxx xx Xx. XxXxxxxx xxxxx xx promptly forwarded to the individual director xx Xxxxxxx to whom they were addressed or to the full Board, as applicable. Copies of all shareholder communications will also be distributed to the Chairs of each of Trust's Audit Committee, Governance Committee, Investments Committee and Valuation Committee, to counsel for Company and to counsel for the independent directors of Company. Counsel for Company, upon receipt of their copy of a shareholder communication, shall work with for such Chairs and counsel for the independent directors to determine whether such shareholder communication should be distributed to any directors to whom it was not sent and whether and in what manner the directors should respond to such shareholder communication. Responses, if any, to shareholder communications shall be coordinated by counsel for Company, working with the Chairs and counsel for the independent directors. DIRECTOR'S COMPENSATION Each director who is independent is compensated for his or her services according to a fee schedule which recognizes the fact that such director also serves as a director of other funds within the INVESCO Family of Funds. Each such director receives a fee, allocated among the funds within the INVESCO Family of Funds for which he or she serves as a director, which consists of an annual retainer component and a meeting fee component. Set forth below is information regarding compensation paid or accrued for each continuing director of Company who was not affiliated with INVESCO during the year ended December 31, 2003. Directors of Company who are affiliated with INVESCO are not compensated by Company.

Governance Committee. The Governance Committee is comprised entirely of directors trustees who are not "interested persons" of Company Trust as defined in Section 2(a)(19) of the 1940 Act. The current member members of CompanyTrust's Governance Committee are Messrs. Bayley, Crockett (Chair), Dowden, Fields (Vice Chair) and Sklar. Thx Xxxxrnxxxx Xxxmittee is Mr. Lewis. The Governance Committee is responsible xxxxxxsible for: (i) nominatxxx nominating xxxxxns who are not interested persons of Company Trust for election or appointment: (a) as additions to the Board, (b) to fill vacancies which, from time to time, may occur in the Board and (c) for election by shareholders of Company Trust at meetings called for the election of directorstrustees; (ii) nominating persons for appointment as members of each committee of the Board, including, without limitation, the Audit Committee, the Governance Committee, the Investments Committee and the Valuation Committee, and to nominate persons for appointment as chair and vice chair of each such committee; (iii) reviewing from time to time the compensation payable to the directors trustees and making recommendations to the Board regarding compensation; (iv) reviewing and evaluating from time to time the functioning of the Board and the various committees of the Board; (v) selecting independent legal counsel to the independent directors trustees and approving the compensation paid to independent legal counsel; and (vi) approving the compensation paid to independent counsel and other advisers, if any, to the Audit Committee of CompanyTrust. After a determination by the Governance Committee that a person should be nominated as an additional director trustee who is not an "interested person" of Company Trust as defined in Section 2(a)(19) of the 1940 Act (a "dis-interested directortrustee"), or as soon as practical after a vacancy occurs or it appears that a vacancy is about to occur for a dis-interested director trustee position on the Board, the Governance Committee will nominate a person for appointment by a majority of the dis-interested directors trustees to add to the Board or to fill the vacancy. Prior to a meeting of the shareholders of your Fund called for the purpose of electing dis-interested directorstrustees, the Governance Committee will nominate one or more persons for election as dis-interested directors trustees at such meeting. Evaluation by the Governance Committee of a person as a potential nominee to serve as a dis-interested directortrustee, including a person nominated by a shareholder, should result in the following findings by the Governance Committee: (i) upon advice of independent legal counsel to the dis-interested directorstrustees, that the person will qualify as a dis-interested director trustee and that the person is otherwise qualified under applicable laws and regulations to serve as a director trustee of CompanyTrust; (ii) that the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of a dis-interested directortrustee; (iii) with respect to potential nominees to serve as dis-interested director trustee members of the Audit Committee of CompanyTrust, upon advice of independent legal counsel to the dis-interested directorstrustees, that the person: (a) is free of any material relationship with INVESCO your Fund (other than as a shareholder of INVESCO your Fund), either directly or as a partner, shareholder or officer of an organization that has a relationship with INVESCO your Fund, (b) meets the requirements regarding the financial literacy or financial expertise of audit committee members, as set forth from time to time in the New York Stock Exchange listing standards and in any rules promulgated by the SEC that are applicable to investment companies whose shares are listed for trading on a national securities exchange, and (c) meets the director independence requirements for serving on audit committees as set forth from time to time in the New York Stock Exchange listing standards (currently, Section 303A.06), and as set forth in rules promulgated by the SEC under the Securities Exchange Act of 1934, as amended, that are applicable to investment companies whose shares are listed for trading on a national securities exchange (currently, Rule 10A-3(b)(1)(iii)); (iv) that the person can make a positive contribution to the Board and INVESCO your Fund, with consideration being given to the person's business experience, education and such other factors as the Governance Committee may consider relevant; (v) that the person is of good character and high integrity; and (vi) that the person has desirable personality traits including independence, leadership and the ability to work with the other members of the Board. Consistent with the 1940 Act, the Governance Committee can consider recommendations from management in its evaluation process. The Governance Committee will consider nominees recommended by a shareholder to serve as directorstrustees, provided: (i) that such person is a shareholder of record at the time he or she submits such names and is entitled to vote at the meeting of shareholders at which directors trustees will be elected; and (ii) that the Governance Committee or the Board, as applicable, shall make the final determination of persons to be nominated. If a shareholder desires to nominate a candidate, the shareholder must submit a request in writing to the chairman of the Governance Committee. The Governance Committee will evaluate nominees recommended by a shareholder to serve as directors trustees in the same manner as they evaluate nominees identified by the Governance Committee. Notice procedures set forth in Trust's bylaws require that any shareholder of your Fund desiring to nominate a trustee for election at a shareholder meeting must submit to the President of Trust the nomination in writing not later than the close of business on the later of the 90th day prior to such shareholder meeting or the tenth day following the day on which public announcement is made of the meeting and not earlier than the close of business on the 120th day prior to the meeting. The notice must set forth: (i) as to each person whom the shareholder proposes to nominate for election or reelection as a trustee all information relating to such person that is required to be disclosed in solicitations of proxies for election of trustees in an election contest, or is otherwise required, in each case pursuant to Regulation 14A of the Securities Exchange Act of 1934 (including such person's written consent to being named in the proxy statement as a nominee and to serving as a trustee if elected); and (ii) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made: (a) the name and address of such shareholder, as they appear on Trust's books, and of such beneficial owner; and (b) the number of shares of each series portfolio of Trust which are owned of record or beneficially by such shareholder and such beneficial owner. A current copy of the Governance Committee's charter Charter is set forth in Appendix IV. INVESTMENTS COMMITTEE The current members of CompanyTrust's Investments Committee are Messrs. BakerBayley (Vice Chair), BunchCrockett, Lewis Dowden (Chair), Dunn, Fields, Frischxxxx, Pennock and SollSklxx, Xx. The Investments Committee is responsixxx xorMaxxxx-Xavis (Vice Xxxir) and Mixx Xxxxxxx. Xxx Xxxestmexxx Xomxxxxxx xx xxxxxxsible for: (xi) oxxxxxeing XXXXSCOovexxxxxxx XXX's investment-related compliance systems and procedures to ensure their continued adequacy; and (ii) considering and acting, on an interim basis between meetings of the full Board, on investment-related matters requiring Board consideration. VALUATION COMMITTEE The current members of Company's Valuation Committee are Messrs. Baker, Bunch, Lewis and Soll. The Valuation Committee meets on an ax xxx bxxxx to xxxxew maxxxxs related to valuation. SPECIAL COMMITTEE RELATED TO MARKET TIMING ISSUES The current member of Company's Special Committee Relating to Market Timing Issues is Mr. Lewis. The purpose of the Special Committee Relating to Market Xxxxxx Xxsues is to remain informed on matters relating to alleged excessive short term trading in shares of your Fund and the other portfolios of Company ("market timing") and to provide guidance to special counsel for the independent directors on market timing issues and related matters between meetings of the independent directors. During the fiscal year ended December 31, 2003, the Special Committee Related to Market Timing Issues did not meet. BOARD AND COMMITTEE MEETING ATTENDANCE During the fiscal year ended December 31, 2003, the Board met 9 times, the Audit Committee met 1 time, the Governance Committee met 1 time, the Investments Committee met 1 time, the Valuation Committee and the Special Committee Related to Market Timing Issues did not meet, the former audit committee met 3 times, the former investments and management liaison committee met 3 times, the former 57 brokerage committee met 3 times, the former derivatives committee met 3 times, the former nominating committee met 2 times, the former legal committee met 2 times, the former compensation committee, and the former executive, valuation and retirement committees did not meet. Directors then serving attended at least 75% of the meetings of the board or applicable committee during the most recent fiscal year. Company is not required to and does not hold annual meetings of shareholders. Company's policy regarding Board member attendance at annual meetings of shareholders, if any, is that directors are encouraged but not required to attend such annual meetings. SHAREHOLDER COMMUNICATIONS WITH THE BOARD The Board provides a process for shareholders to send communications to the Board. If any shareholder wishes to communicate with the Board or with an individual director, that shareholder should send his, her or its communications to Ivy B. McLemore, First Vice President Corporate Communications. Comxxxxxxxxxxx xxxe to Mr. McLemore may be communicated by telephone, e-mail or regular maxx xx xxx xxllowing address: (713) 214-1904, ivy.mclemore@aiminvestments.com, A I M Management Gxxxx Xxx., 00 Grxxxxxx Xxxxx, Xxxxx 000, Xxxxxxn, TX 77046. All shareholder coxxxxxxxxxxxx xxxxxxxx xx Xx. XxXxxxxx xxxxx xx promptly forwarded to the individual director xx Xxxxxxx to whom they were addressed or to the full Board, as applicable. Copies of all shareholder communications will also be distributed to the Chairs of each of Trust's Audit Committee, Governance Committee, Investments Committee and Valuation Committee, to counsel for Company and to counsel for the independent directors of Company. Counsel for Company, upon receipt of their copy of a shareholder communication, shall work with such Chairs and counsel for the independent directors to determine whether such shareholder communication should be distributed to any directors to whom it was not sent and whether and in what manner the directors should respond to such shareholder communication. Responses, if any, to shareholder communications shall be coordinated by counsel for Company, working with the Chairs and counsel for the independent directors. DIRECTOR'S COMPENSATION Each director who is independent is compensated for his or her services according to a fee schedule which recognizes the fact that such director also serves as a director of other funds within the INVESCO Family of Funds. Each such director receives a fee, allocated among the funds within the INVESCO Family of Funds for which he or she serves as a director, which consists of an annual retainer component and a meeting fee component. Set forth below is information regarding compensation paid or accrued for each director of Company who was not affiliated with INVESCO during the year ended December 31, 2003. Directors of Company who are affiliated with INVESCO are not compensated by Company.

Governance Committee. The Governance Committee is comprised entirely of directors who are not "interested persons" of Company as defined in Section 2(a)(19) of the 1940 Act. The current member of Company's Governance Committee is Mr. Lewis. The Governance Committee is responsible for: (i) nominatxxx xxxxxns who are not interested persons of Company for election or appointment: (a) as additions to the Board, (b) to fill vacancies which, from time to time, may occur in the Board and (c) for election by shareholders of Company at meetings called for the election of directors; (ii) nominating persons for appointment as members of each committee of the Board, including, without limitation, the Audit Committee, the Governance Committee, the Investments Committee and the Valuation Committee, and to nominate persons for appointment as chair and vice chair of each such committee; (iii) reviewing from time to time the compensation payable to the directors and making recommendations to the Board regarding compensation; (iv) reviewing and evaluating from time to time the functioning of the Board and the various committees of the Board; (v) selecting independent legal counsel to the independent directors and approving the compensation paid to independent legal counsel; and (vi) approving the compensation paid to independent counsel and other advisers, if any, to the Audit Committee of Company. After a determination by the Governance Committee that a person should be nominated as an additional director who is not an "interested person" of Company as defined in Section 2(a)(19) of the 1940 Act (a "dis-interested disinterested director"), or as soon as practical after a vacancy occurs or it appears that a vacancy is about to occur for a dis-interested disinterested director position on the Board, the Governance Committee will nominate a person for appointment by a majority of the dis-interested disinterested directors to add to the Board or to fill the vacancy. Prior to a meeting of the shareholders of your Fund the Funds called for the purpose of electing dis-interested disinterested directors, the Governance Committee will nominate one or more persons for election as dis-interested disinterested directors at such meeting. Evaluation by the Governance Committee of a person as a potential nominee to serve as a dis-interested disinterested director, including a person nominated by a shareholder, should result in the following findings by the Governance Committee: (i) upon advice of independent legal counsel to the dis-interested disinterested directors, that the person will qualify as a dis-interested disinterested director and that the person is otherwise qualified under applicable laws and regulations to serve as a director of Company; (ii) that the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of a dis-interested disinterested director; (iii) with respect to potential nominees to serve as dis-interested disinterested director members of the Audit Committee of Company, upon advice of independent legal counsel to the dis-interested disinterested directors, that the person: (a) is free of any material relationship with INVESCO Fund the Funds (other than as a shareholder of INVESCO Fundthe Funds), either directly or as a partner, shareholder or officer of an organization that has a relationship with INVESCO Fundthe Funds, (b) meets the requirements regarding the financial literacy or financial expertise of audit committee members, as set forth from time to time in the New York Stock Exchange listing standards and in any rules promulgated by the SEC that are applicable to investment companies whose shares are listed for trading on a national securities exchange, and (c) meets the director independence requirements for serving on audit committees as set forth from time to time in the New York Stock Exchange listing standards (currently, Section 303A.06), and as set forth in rules promulgated by the SEC under the Securities Exchange Act of 1934, as amended, that are applicable to investment companies whose shares are listed for trading on a national securities exchange (currently, Rule 10A-3(b)(1)(iii)); (iv) that the person can make a positive contribution to the Board and INVESCO Fundthe Funds, with consideration being given to the person's business experience, education and such other factors as the Governance Committee may consider relevant; (v) that the person is of good character and high integrity; and (vi) that the person has desirable personality traits including independence, leadership and the ability to work with the other members of the Board. Consistent with the 1940 Act, the Governance Committee can consider recommendations from management in its evaluation process. The Governance Committee will consider nominees recommended by a shareholder to serve as directors, provided: (i) that such person is a shareholder of record at the time he or she submits such names and is entitled to vote at the meeting of shareholders at which directors will be elected; and (ii) that the Governance Committee or the Board, as applicable, shall make the final determination of persons to be nominated. If a shareholder desires to nominate a candidate, the shareholder must submit a request in writing to the chairman of the Governance Committee. The Governance Committee will evaluate nominees recommended by a shareholder to serve as directors in the same manner as they evaluate nominees identified by the Governance Committee. A current copy of the Governance Committee's charter is set forth in Appendix IV. INVESTMENTS COMMITTEE The current members of Company's Investments Committee are Messrs. Baker, Bunch, Lewis and Soll. The Investments Committee is responsixxx xor: (x) oxxxxxeing XXXXSCO's investment-related compliance systems and procedures to ensure their continued adequacy; and (ii) considering and acting, on an interim basis between meetings of the full Board, on investment-related matters requiring Board consideration. VALUATION COMMITTEE The current members of Company's Valuation Committee are Messrs. Baker, Bunch, Lewis and Soll. The Valuation Committee meets on an ax xxx bxxxx to xxxxew maxxxxs related to valuation. SPECIAL COMMITTEE RELATED TO MARKET TIMING ISSUES The current member of Company's Special Committee Relating to Market Timing Issues is Mr. Lewis. The purpose of the Special Committee Relating to Market Xxxxxx Xxsues is to remain informed on matters relating to alleged excessive short term trading in shares of your Fund and the other portfolios of Company ("market timing") and to provide guidance to special counsel for the independent directors on market timing issues and related matters between meetings of the independent directors. During the fiscal year ended December 31, 2003, the Special Committee Related to Market Timing Issues did not meet. BOARD AND COMMITTEE MEETING ATTENDANCE During the fiscal year ended December 31, 2003, the Board met 9 times, the Audit Committee met 1 time, the Governance Committee met 1 time, the Investments Committee met 1 time, the Valuation Committee and the Special Committee Related to Market Timing Issues did not meet, the former audit committee met 3 times, the former investments and management liaison committee met 3 times, the former 57 brokerage committee met 3 times, the former derivatives committee met 3 times, the former nominating committee met 2 times, the former legal committee met 2 times, the former compensation committee, and the former executive, valuation and retirement committees did not meet. Directors then serving attended at least 75% of the meetings of the board or applicable committee during the most recent fiscal year. Company is not required to and does not hold annual meetings of shareholders. Company's policy regarding Board member attendance at annual meetings of shareholders, if any, is that directors are encouraged but not required to attend such annual meetings. SHAREHOLDER COMMUNICATIONS WITH THE BOARD The Board provides a process for shareholders to send communications to the Board. If any shareholder wishes to communicate with the Board or with an individual director, that shareholder should send his, her or its communications to Ivy B. McLemore, First Vice President Corporate Communications. Comxxxxxxxxxxx xxxe to Mr. McLemore may be communicated by telephone, e-mail or regular maxx xx xxx xxllowing address: (713) 214-1904, ivy.mclemore@aiminvestments.com, A I M Management Gxxxx Xxx., 00 Grxxxxxx Xxxxx, Xxxxx 000, Xxxxxxn, TX 77046. All shareholder coxxxxxxxxxxxx xxxxxxxx xx Xx. XxXxxxxx xxxxx xx promptly forwarded to the individual director xx Xxxxxxx to whom they were addressed or to the full Board, as applicable. Copies of all shareholder communications will also be distributed to the Chairs of each of Trust's Audit Committee, Governance Committee, Investments Committee and Valuation Committee, to counsel for Company and to counsel for the independent directors of Company. Counsel for Company, upon receipt of their copy of a shareholder communication, shall work with such Chairs and counsel for the independent directors to determine whether such shareholder communication should be distributed to any directors to whom it was not sent and whether and in what manner the directors should respond to such shareholder communication. Responses, if any, to shareholder communications shall be coordinated by counsel for Company, working with the Chairs and counsel for the independent directors. DIRECTOR'S COMPENSATION Each director who is independent is compensated for his or her services according to a fee schedule which recognizes the fact that such director also serves as a director of other funds within the INVESCO Family of Funds. Each such director receives a fee, allocated among the funds within the INVESCO Family of Funds for which he or she serves as a director, which consists of an annual retainer component and a meeting fee component. Set forth below is information regarding compensation paid or accrued for each director of Company who was not affiliated with INVESCO during the year ended December 31, 2003. Directors of Company who are affiliated with INVESCO are not compensated by Company.and