Common use of Director and Chairman Clause in Contracts

Director and Chairman. A I M Xxxx Management Group Inc. (financial services holding company); Director and Vice Chairman, AMVESCAP PLC (parent of AIM and a global investment management firm) and Chairman, AMVESCAP PLC -- AIM Division; formerly, President and Chief Executive Officer, A I M Management Group Inc.; Director, Chairman and President, A I M Advisors, Inc. (registered investment advisor); Director and Chairman, A I M Capital Management, Inc. (registered investment advisor), A I M Distributors, Inc. (registered broker dealer), A I M Fund Services, Inc. (registered transfer agent), and Fund Management Company (registered broker dealer); and Chief Executive Officer, AMVESCAP PLC -- Managed Products --------------- (1) Mr. Graham will be considered an interested person of the Companies xxxxxxx he is a director of AMVESCAP PLC, parent of the advisor to, and principal underwriter of, the Companies. THE BOARDS' RECOMMENDATION ON PROPOSAL 1 Your Board, including the independent directors, unanimously recommends that you vote "FOR" these 16 nominees. CURRENT COMMITTEES OF THE BOARDS Each Board currently has nine standing committees: an audit committee, an investments and management liaison committee, a brokerage committee, a derivatives committee, a valuation committee, a legal committee, a compensation committee, a retirement plan committee and a nominating committee. AUDIT COMMITTEE Each Company has an audit committee established for the purpose of overseeing the accounting and financial reporting process of the applicable Company and audits of the financial statements of such Company. Each audit committee is comprised entirely of independent directors. The committee meets quarterly with the applicable Company's independent accountants and officers to review accounting principles used by such Company, the adequacy of internal controls, the responsibilities and fees of the independent accountants, and other matters. The current members of each audit committee are Messrs. Baker, Budner, Lewis and McIntyre. EXECUTIVE COMMITTEE Eacx Xxxpaxx xxx ax xxxcutivx xxxxxxtee. On occasion, the committee acts upon the current and ordinary business of the applicable Company between the meetings of the applicable Board. Except for certain powers which, under applicable law, may only be exercised by the full Board, the committee may exercise all powers and authority of the applicable Board in the management of the business of the applicable Company. All decisions are subsequently submitted for ratification by the applicable Board. The current members of each executive committee are Messrs. Baker, Bunch, McIntyre and Williamson. INVESTMENTS AND MANAGEMENX XXXISXX XXMMXXXXX Exxx Xxxxxxy has an investments and management liaison committee which meets quarterly with various management personnel of INVESCO in order to facilitate better understanding of management and operations of the applicable Company, and to review investment, legal and operational matters which have been assigned to the committee by the applicable Board, in furtherance of the applicable Board's overall duty of supervision. The current members of each investments and management liaison committee are Messrs. Andrews, Baker, Bunch, Soll and Dr. Ambron.

Director and Chairman. A I M Xxxx Management Mxxxxxxxxx None Group Inc. (financial services holding company); and Director and Vice Chairman, AMVESCAP PLC and Chairman of AMVESCAP PLC -- AIM Division (parent of AIM and a global investment management firm) and Chairman, AMVESCAP PLC -- AIM Division; formerly, Formerly: President and Chief Executive Officer, A I M Management Group Inc.; Director, Chairman and President, A I M Advisors, Inc. (registered investment advisor); Director and Chairman, A I M Capital Management, Inc. (registered investment advisor), A I M Distributors, Inc. (registered broker dealer), A I M Fund AIM Investment Services, Inc. Inc., (registered transfer agent), and Fund Management Company (registered broker dealer); and Chief Executive Officer, AMVESCAP PLC -- Managed Products --------------- (1) Mr. Graham will be considered an interested person of the Companies xxxxxxx he is Company becauxx xx xx a director of AMVESCAP PLC, parent of the advisor to, and principal underwriter of, the CompaniesCompany. THE BOARDS' BOARD'S RECOMMENDATION ON PROPOSAL 1 3 Your Board, including the independent directors, unanimously recommends that you vote "FOR" these 16 nominees. CURRENT COMMITTEES OF THE BOARDS Each BOARD The Board currently has five standing committees: an Audit Committee, a Governance Committee, an Investments Committee, a Valuation Committee and a Special Committee Related to Market Timing Issues. These five committees will remain as part of the combined Board. Prior to November 6, 2003, the Board had nine standing committees: an audit committee, an investments and management liaison committee, a brokerage committee, a derivatives committee, a valuation committee, a legal committee, a compensation committee, a retirement plan committee and a nominating committee. 55 AUDIT COMMITTEE Each Company has an audit committee established for the purpose of overseeing the accounting and financial reporting process of the applicable Company and audits of the financial statements of such Company. Each audit committee The Audit Committee is comprised entirely of independent directors. The committee meets quarterly with the applicable Company's independent accountants and officers to review accounting principles used by such Company, the adequacy directors who are not "interested persons" of internal controls, the responsibilities and fees Company as defined in Section 2(a)(19) of the independent accountants, and other matters1940 Act. The current members of each audit committee Company's Audit Committee are Messrs. Baker, BudnerBunch and Soll. The Audit Committee is responsible for: (i) xxx xppointment, Lewis compensation and McIntyre. EXECUTIVE COMMITTEE Eacx Xxxpaxx xxx ax xxxcutivx xxxxxxtee. On occasionoversight of any independent auditors employed by your Fund (including monitoring the independence, qualifications and performance of such auditors and resolution of disagreements between your Fund's management and the committee acts upon auditors regarding financial reporting) for the current purpose of preparing or issuing an audit report or performing other audit, review or attest services; (ii) overseeing the financial reporting process of your Fund; (iii) monitoring the process and ordinary business the resulting financial statements prepared by management to promote accuracy and integrity of the applicable Company between financial statements and asset valuation; (iv) to assist the meetings Board's oversight of your Fund's compliance with legal and regulatory requirements that relate to your Fund's accounting and financial reporting, internal control over financial reporting and independent audits; (v) to the extent required by Section 10A of the applicable Board. Except Securities Exchange Act of 1934, to pre-approve all permissible non-audit services that are provided to your Fund by its independent auditors; (vi) to pre-approve, in accordance with Item 2.01(c)(7)(ii) of Regulation S-X, certain non-audit services provided by your Fund's independent auditors to your Fund's investment advisor and certain other affiliated entities; and (vii) to the extent required by Regulation 14A, to prepare an audit committee report for certain powers which, under applicable law, may only be exercised by the full Board, the committee may exercise all powers and authority of the applicable Board inclusion in the management of the business of the applicable Company. All decisions are subsequently submitted for ratification by the applicable Boardyour Fund's annual proxy statement. The current members of each executive committee are Messrs. Bakerfinancial statements should be read in conjunction with the disclosures, Bunch, McIntyre included in this Proxy Statement/ Prospectus under the heading "Certain Civil Proceedings and Williamson. INVESTMENTS AND MANAGEMENX XXXISXX XXMMXXXXX Exxx Xxxxxxy has an investments and management liaison committee which meets quarterly with various management personnel of INVESCO in order to facilitate better understanding of management and operations of the applicable Company, and to review investment, legal and operational matters which have been assigned to the committee by the applicable Board, in furtherance of the applicable Board's overall duty of supervision. The current members of each investments and management liaison committee are Messrs. Andrews, Baker, Bunch, Soll and Dr. AmbronLawsuits."