Glen A. Payne, Attorney

From May, 1989, until January 1, 2004, when the Legal/Compliance Department of INVESCO Funds Group, Inc. in Denver, Colorado was moved out of Denver, Glen was a Senior Vice President or a Vice President, Secretary and General Counsel of INVESCO Funds Group, Inc. (IFG). In this position Glen was responsible for providing, either internally or through outside counsel, all required legal services to ensure the successful operation of IFGs investment advisory business, particularly the INVESCO Group of Mutual Funds. A major part of his job involved Glen being responsible for putting in place and then monitoring effective compliance programs and procedures for IFG. Glen was also responsible for ensuring that IFGs wholly-owned subsidiary state chartered trust company (INVESCO Trust Company) was in compliance with the requirements of the Colorado Trust Company Act.

From July, 1973, to May, 1989, Glen was an attorney on the staff of the U.S. Securities and Exchange Commission. While on the SEC Staff, Glen served in senior management and legal positions in both the Divisions of Corporation Finance and Investment Management. During his time on the SEC staff, among other duties, Glen reviewed and commented on draft mutual fund prospectuses and was responsible for determining the SEC staffs position on applications seeking exemptions from provisions of the Investment Company and Investment Advisers Acts of 1940. His work at the SEC also involved Glen participating in several major rulemaking projects and other regulatory initiatives to deal with issues facing the investment company and investment adviser industries. This work permitted Glen to develop an expertise in interpreting and applying the requirements of the federal securities laws and regulations as they related to investment companies, investment advisers, hedge funds, and broker-dealers.