0001462180-11-000023.txt : 20110426 0001462180-11-000023.hdr.sgml : 20110426 20110426153623 ACCESSION NUMBER: 0001462180-11-000023 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110426 DATE AS OF CHANGE: 20110426 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BROOKLYN CAPITAL MANAGEMENT GROUP MEMBERS: BULLDOG INVESTORS GROUP MEMBERS: PHILLIP GOLDSTEIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Invesco Quality Municipal Investment Trust CENTRAL INDEX KEY: 0000876982 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84589 FILM NUMBER: 11780058 BUSINESS ADDRESS: STREET 1: 1555 PEACHTREE STREET, N.E. STREET 2: SUITE 1800 CITY: ATLANTA STATE: 2Q ZIP: 30309 BUSINESS PHONE: 404-439-3217 MAIL ADDRESS: STREET 1: 1555 PEACHTREE STREET, N.E. STREET 2: SUITE 1800 CITY: ATLANTA STATE: 2Q ZIP: 30309 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY QUALITY MUNICIPAL INVESTMENT TRUST DATE OF NAME CHANGE: 20091002 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY QUALITY MUNICIPAL INVESTMENT TRUS DATE OF NAME CHANGE: 20011220 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY QUALITY MUNICIPAL INVESTMENT TRUST DATE OF NAME CHANGE: 20011220 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bulldog Investors CENTRAL INDEX KEY: 0001462180 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PARK 80 WEST PLAZA TWO STREET 2: SUITE 750 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 BUSINESS PHONE: 201 556-0092 MAIL ADDRESS: STREET 1: PARK 80 WEST PLAZA TWO STREET 2: SUITE 750 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 SC 13D/A 1 thirda.txt SCHEDULE 13D DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 4/26/2011 1. NAME OF REPORTING PERSON Bulldog Investors, Brooklyn Capital Management, Phillip Goldstein and Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 170 8. SHARED VOTING POWER 49 9. SOLE DISPOSITIVE POWER 219 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 219 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 17.56% 14. TYPE OF REPORTING PERSON IA _______________________________________________________ Item 1. SECURITY AND ISSUER This statement constitutes Amendment #1 to the schedule 13d filed October21, 2010. Except as specifically set forth herein, the Schedule 13d remains unmodified. (a) The principal executive offices of IQT are located at 1555 Peachtree Street NE Suite 1800 Atlanta, GA 30309 (b) CUSIP numbers: 46133H204,46133H303 ITEM 4. PURPOSE OF TRANSACTION See exhibit A ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As per the N-CSR filed on January 10, 2010 there were 1,247 shares of Auction Rate Preferred outstanding as of 10/31/2009 The percentage set forth in item 5 was derived using such number.Bulldog Investors, Brooklyn Capital Management, Phillip Goldstein and Andrew Dakos beneficially own an aggregate of 219 shares of IQT or 17.56% of the outstanding shares.Power to dispose of and vote securities resides either with Mr. Goldstein, Mr. Dakos or with clients. c) During the past 60 days no shares of IQT Auction Rate Preferred were purchased. d) Beneficiaries of managed accounts are entitled to receive any dividends or sales proceeds. e) NA ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: 4/26/2010 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos Exhibit A: Opportunity Partners L.P., Park 80 West, 250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663 (201) 556-0092 // Fax: (201) 556-0097 // pgoldstein@bulldoginvestors.com April 26, 2011 Invesco Quality Municipal Investment Trust Secretary 11 Greenway Plaza, Suite 2500 Houston, Texas 77046-1173, Attention: Secretary Advance Notice of Nomination of Director and Proposals Dear Secretary: Opportunity Partners is a member of a group that filed a Schedule 13D on October 21, 2010 indicating that it beneficially owns a total of 219 shares of auction rate preferred stock issued by Invesco Quality Municipal Investment Trust (the "Fund"). Opportunity Partners beneficially owns 44 of those shares. Cede & Co., the nominee of The Depository Trust Company, on behalf of our custodian, J.P. Morgan Clearing Corp., is the holder of record of all of the group's shares. Please be advised that Opportunity Partners intends to appear at the Fund's 2011 annual meeting of shareholders (the "Annual Meeting") in person or by proxy to nominate the following person as a director to be elected by the holders of the Fund's auction rate preferred stock and to present two proposals. Thomas Antonucci (born 1968); Park 80 West, Plaza Two, 250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663. Thomas Antonucci has been the Director of Operations at Bulldog Investors since November 2006. Previously, Mr. Antonucci worked at Wall Street Access (member NYSE and SIPC) since 1996 where he held several senior positions including Vice President Client Services & Operations, Manager of Trading, Branch Office Manager and was the firm's Compliance Registered Options Principal. Mr. Antonucci held seven NYSE/FINRA licenses and was a member of the Securities Traders Association of New York (STANY). Our nominee does not own any shares of the Fund and is not an "interested person" as defined in Section 2(a)(19) of the ICA. His written consent to be nominated and to serve as a director of the Fund is attached hereto. In addition, Opportunity Partners intends to present the following proposals at the Fund's Annual Meeting: 1. The board of directors shall consider taking all steps necessary to cause the Fund to redeem all outstanding auction rate preferred shares including but not limited to consideration of eliminating all leverage or replacing such shares with Municipal Term Preferred Securities (MTPS), Variable Rate Demand Preferred Securities (VRDPS), or Tender Option Bonds (TOBs), or using bank debt. 2. Any director of the Fund who is elected as a result of a contested election and who was nominated by a shareholder shall be entitled to a fee of at least $20,000 per annum for serving as a director. The purpose of the first proposal is to address the need of shareholders of the Fund's auction rate preferred shares for liquidity. The purpose of the second proposal is to attract qualified opposition nominees for director of the Fund. The following supersedes Item 2 in the aforementioned Schedule 13D: On January 31, 2007 the Acting Director of the Securities Division of the Massachusetts Secretary of State filed a complaint against Bulldog Investors, Messrs. Goldstein, Dakos and Samuels and certain related parties (the Bulldog Parties) alleging that they violated Massachusetts law by operating a website containing information about certain unregistered investments and by sending an e-mail about such investments to an individual who requested it. On March 23, 2007 the Bulldog Parties filed a lawsuit in the Massachusetts Superior Court against the Secretary alleging that his enforcement action violated 42 U.S.C. ss 1983 because, among other things, it violated their First Amendment rights. On October 17, 2007 the Secretary issued an "obey the law" cease and desist order (the Order) and fined the Bulldog Parties $25,000. On November 15, 2007 the Bulldog Parties filed an appeal of the Order in the Massachusetts Superior Court which subsequently upheld the Order. The Bulldog Parties further appealed the Order to the Massachusetts Appeals Court. On October 21, 2009 the Massachusetts Supreme Judicial Court (the SJC) unilaterally transferred the case to itself and on July 2, 2010 upheld the Order except for the Bulldog Parties' First Amendment claim which it ruled must be decided in the appeal of the aforementioned ss 1983 lawsuit. In the ss 1983 lawsuit, the Secretary stipulated that the website and email in question did not concern an illegal transaction and were not misleading. Nevertheless, on September 26, 2009, the Superior Court ruled that the Secretary's enforcement action did not violate the Bulldog Parties' First Amendment rights. The Bulldog Parties filed an appeal of the Superior Court's ruling in the Massachusetts Appeals Court. On July 23, 2010, the SJC unilaterally transferred the appeal of the ss 1983 lawsuit to itself. Oral argument was held in the SJC on January 6, 2011 and a decision is pending. Please advise us promptly if you believe this notice is deficient so that we may have a reasonable opportunity to cure it. Thank you Very truly yours, Phillip Goldstein, President Kimball & Winthrop, Inc. General Partner