1933 Act File No. 333-180587
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | þ | |||
Pre-Effective Amendment No. 2 | þ | |||
Post-Effective Amendment No. ____ | o |
(Address of Principal Executive Offices) (Zip Code)
11 Greenway Plaza
Suite 2500
Houston, Texas 77046
(713) 626-1919
(Name and Address of Agent for Service of Process)
Stephen R. Rimes, Esquire | Matthew R. DiClemente, Esquire | |
Invesco Advisers, Inc. | Stradley Ronon Stevens & Young, LLP | |
11 Greenway Plaza, Suite 2500 | 2600 One Commerce Square | |
Houston, Texas 77046-1173 | Philadelphia, Pennsylvania 19103 | |
Michael K. Hoffman | ||
Skadden, Arps, Slate, Meagher & Flom LLP | ||
Four Times Square | ||
New York, New York 10036 |
Proposed Maximum | Proposed Maximum | Amount of | ||||||||||||
Title of Securities | Amount Being | Offering Price per | Aggregate Offering | Registration | ||||||||||
Being Registered | Registered | Unit | Price(1) | Fee(2) | ||||||||||
Common Shares of Beneficial Interest | $193,713,796 | $22,200 | ||||||||||||
(1) | Estimated solely for purposes of calculating the registration fee. Based on average high and low reported price for Invesco Municipal Income Opportunities Trust II Common Shares on April 2, 2012 and average of high and low reported price for Invesco Municipal Income Opportunities Trust III Common Shares on April 2, 2012, in accordance with Rule 457(f)(1) under the Securities Act of 1933. | |
(2) | A registration fee of $22,200 was previously paid in connection with the initial filing. |
Invesco Municipal Income Opportunities Trust II
Invesco Municipal Income Opportunities Trust III
Atlanta, Georgia 30309
(800) 341-2929
To Be Held on July 17, 2012
1) | For each Fund, approval of an Agreement and Plan of Redomestication that provides for the reorganization of such Fund as a Delaware statutory trust. |
2) | Approval of the merger of each Target Fund into the Acquiring Fund, which shall require the following shareholder actions: |
3) | For the Acquiring Fund, approval of an amendment to the Fund’s advisory agreement that increases the Fund’s advisory fee. | ||
4) | For each Fund, the election of six Trustees to its Board of Trustees. |
Mr. Philip Taylor
President and Principal Executive Officer
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JULY 17, 2012:
Invesco Municipal Income Opportunities Trust II
Invesco Municipal Income Opportunities Trust III
Atlanta, Georgia 30309
(800) 341-2929
June 8, 2012
1) | For each Fund, approval of an Agreement and Plan of Redomestication that provides for the reorganization of such Fund as a Delaware statutory trust. |
2) | Approval of the merger of each Target Fund into the Acquiring Fund, which shall require the following shareholder actions: |
3) | For the Acquiring Fund, approval of an amendment to the Fund’s advisory agreement that increases the Fund’s advisory fee. |
4) | For each Fund, the election of six Trustees to its Board of Trustees. |
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PROPOSAL 1: APPROVAL OF REDOMESTICATION | 1 | |||
On what am I being asked to vote? | 1 | |||
Has my Fund’s Board of Trustees approved the Redomestication? | 1 | |||
What are the reasons for the proposed Redomestications? | 1 | |||
What effect will a Redomestication have on me as a shareholder? | 1 | |||
How do the laws governing each Fund pre- and post-redomestication compare? | 2 | |||
How do the governing documents of each Fund pre- and post-redomestication compare? | 2 | |||
Will there be any tax consequences resulting from a Redomestication? | 3 | |||
When are the Redomestications expected to occur? | 4 | |||
What will happen if shareholders of a Fund do not approve Proposal 1? | 4 | |||
PROPOSAL 2: APPROVAL OF MERGERS | 4 | |||
On what am I being asked to vote? | 4 | |||
Has my Fund’s Board of Trustees approved the Merger(s)? | 4 | |||
What are the reasons for the proposed Mergers? | 5 | |||
What effect will a Merger have on me as a shareholder? | 5 | |||
How do the Funds’ investment objectives and principal investment strategies compare? | 5 | |||
How do the Funds’ principal risks compare? | 6 | |||
How do the Funds’ expenses compare? | 6 | |||
How do the performance records of the Funds compare? | 7 | |||
How do the management, investment adviser and other service providers of the Funds compare? | 8 | |||
Does the Acquiring Fund have the same portfolio managers as the Target Funds? | 9 | |||
How do the distribution policies of the Funds compare? | 9 | |||
Will there be any tax consequences resulting from the Mergers? | 9 | |||
When are the Mergers expected to occur? | 10 | |||
What will happen if shareholders of a Fund do not approve a Merger? | 10 | |||
What if I do not wish to participate in the Merger? | 10 | |||
Where can I find more information about the Funds and the Mergers? | 10 | |||
ADDITIONAL INFORMATION ABOUT THE FUNDS AND THE MERGERS | 10 | |||
Principal Investment Strategies | 10 | |||
Principal Risks of an Investment in the Funds | 14 | |||
Portfolio Managers | 20 | |||
Trading of Common Shares | 20 | |||
Capital Structures of the Funds | 20 | |||
Description of Securities to be Issued | 21 | |||
Share Price Data | 22 | |||
Portfolio Turnover | 23 | |||
Terms and Conditions of the Mergers | 23 | |||
Additional Information About the Funds | 24 | |||
Federal Income Tax Matters Associated with Investment in the Funds | 25 | |||
Board Considerations in Approving the Mergers | 28 | |||
Federal Income Tax Considerations of the Mergers | 29 | |||
Costs of the Mergers | 32 | |||
Capitalization | 32 | |||
Where to Find More Information | 32 | |||
PROPOSAL 3: APPROVAL OF AN AMENDMENT TO THE ADVISORY AGREEMENT FOR THE ACQUIRING FUND | 33 | |||
Background | 33 | |||
Changes to Investment Advisory Fee Rate | 33 | |||
Description of the Advisory Agreement | 35 |
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Additional Information about the Adviser | 36 | |||
Board Considerations in Approving the Advisory Agreement and the Amendment | 36 | |||
PROPOSAL 4: ELECTION OF TRUSTEES BY EACH FUND | 39 | |||
VOTING INFORMATION | 42 | |||
How to Vote Your Shares | 42 | |||
Why are you sending me the Proxy Statement? | 43 | |||
About the Proxy Statement and the Meeting | 43 | |||
Quorum Requirement and Adjournment | 43 | |||
Votes Necessary to Approve the Proposals | 44 | |||
Proxy Solicitation | 44 | |||
OTHER MATTERS | 45 | |||
Share Ownership by Large Shareholders, Management and Trustees | 45 | |||
Annual Meetings of the Funds | 45 | |||
Shareholder Proposals | 45 | |||
Shareholder Communications | 45 | |||
Section 16(a) Beneficial Ownership Reporting Compliance | 45 | |||
Other Meeting Matters | 46 | |||
WHERE TO FIND ADDITIONAL INFORMATION | 46 |
Exhibits | ||||
EXHIBIT A Form of Agreement and Plan of Redomestication | A-1 | |||
EXHIBIT B Comparison of Governing Documents | B-1 | |||
EXHIBIT C Comparison of State Laws | C-1 | |||
EXHIBIT D Form of Agreement and Plan of Merger | D-1 | |||
EXHIBIT E Information Regarding the Trustees | E-1 | |||
EXHIBIT F Board Leadership Structure, Role in Risk Oversight, and Committees and Meetings | F-1 | |||
EXHIBIT G Remuneration of Trustees | G-1 | |||
EXHIBIT H Executive Officers of the Funds | H-1 | |||
EXHIBIT I Independent Auditor Information | I-1 | |||
EXHIBIT J Outstanding Shares of the Funds | J-1 | |||
EXHIBIT K Ownership of the Funds | K-1 |
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• | no gain or loss will be recognized by the Fund or the shareholders of the Fund as a result of the Redomestication; |
• | no gain or loss will be recognized by the DE-Fund as a result of the Redomestication; |
• | the aggregate tax basis of the shares of the DE-Fund to be received by a shareholder of the Fund will be the same as the shareholder’s aggregate tax basis of the shares of the Fund; and |
• | the holding period of the shares of the DE-Fund received by a shareholder of the Fund will include the period that a shareholder held the shares of the Fund (provided that such shares of the Fund are capital assets in the hands of such shareholder as of the Closing (as defined herein)). |
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• | the combined fund on a pro forma basis had a similar distribution yield as the Target Fund (slightly lower as a percentage of net asset value and slightly higher for OIB as a percentage of market value), even after giving effect to the higher proposed management fees that will apply to the combined fund; | ||
• | as of July 31, 2011, the Acquiring Fund had traded at an average discount of -4.58% to its net asset value over the preceding 52 week period and, over the same period, the Target Funds had traded at average discounts of -4.07% (OIB) and -3.09% (OIC); and | ||
• | as of July 31, 2011, 2011, the Acquiring Fund traded at an average discount of -7.30% to its net asset value for the preceding month and, over the same period, the Target Funds had traded at average discounts of -7.70% (OIB) and -7.90% (OIC). | ||
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Current (a) | Pro Forma (b) | Pro Forma (c) | ||||||||||||||||||
Invesco | ||||||||||||||||||||
Invesco | Municipal | |||||||||||||||||||
Invesco | Municipal | Income | OIB and OIC | |||||||||||||||||
Municipal | Income | Opportunities | + | |||||||||||||||||
Income | Opportunities | Trust | Acquiring Fund | Acquiring Fund | ||||||||||||||||
Opportunities | Trust III | (Acquiring | with Management | (assumes both Mergers | ||||||||||||||||
Trust II (OIB) | (OIC) | Fund) | Fee Change | are completed) | ||||||||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) (d) | None | None | None | None | None | |||||||||||||||
Dividend Reinvestment Plan (e) | None | None | None | None | None | |||||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||||||
Management Fees | 0.50 | % | 0.50 | % | 0.50 | % | 0.59% | (f) | 0.59% | (f) | ||||||||||
Interest and Related Expenses (g) | 0.05 | % | 0.05 | % | 0.05 | % | 0.05 | % | 0.05 | % | ||||||||||
Other Expenses | 0.20 | % | 0.35 | % | 0.17 | % | 0.17 | % | 0.17 | % | ||||||||||
Total Annual Fund Operating Expenses | 0.75 | % | 0.90 | % | 0.72 | % | 0.81 | % | 0.81 | % | ||||||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.09 | %(h) | ||||||||||
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement | 0.75 | % | 0.90 | % | 0.72 | % | 0.81 | % | 0.72 | % | ||||||||||
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(a) | Expense ratios are estimated amounts for the current fiscal year. | |
(b) | Expense ratios are estimated amounts for the current fiscal year, restated to reflect the advisory fee increase described in Proposal 3. | |
(c) | Pro forma numbers are estimated as if the Mergers had been completed as of March 1, 2011. Expense ratios have been restated for the Acquiring Fund to reflect the advisory fee increase described in Proposal 3. The Funds are not bearing any Merger costs. | |
(d) | Common Shares of each Fund purchased on the secondary market are not subject to sales charges, but may be subject to brokerage commissions or other charges. | |
(e) | Each participant in a Fund’s dividend reinvestment plan pays a proportionate share of the brokerage commissions incurred with respect to open market purchases in connection with such plan. For each Fund’s last fiscal year, participants in the plan incurred brokerage commissions representing $0.03 per Common Share. | |
(f) | Assumes that Proposal 3 is approved and the increased advisory fee is implemented. | |
(g) | Interest and Related Expenses includes interest and other costs of providing leverage to the Funds, such as the costs to maintain lines of credit and establish and administer floating rate note obligations. | |
(h) | If all of the Mergers or the Merger with only OIB are completed, the Adviser has contractually agreed, for at least two years from the closing date of the Mergers, to waive advisory fees and/or reimburse expenses to the extent necessary to limit the Acquiring Fund’s Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (which excludes certain items discussed below) to 0.67% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the limit reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items, including litigation expenses; and (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board and the Adviser mutually agree to amend or continue the fee waiver agreement, it will terminate two years from the closing date of the Mergers. | |
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
OIB | $ | 8 | $ | 24 | $ | 42 | $ | 93 | ||||||||
OIC | $ | 9 | $ | 29 | $ | 50 | $ | 111 | ||||||||
Acquiring Fund (OIA) | $ | 7 | $ | 23 | $ | 40 | $ | 89 | ||||||||
Pro Forma Acquiring Fund with Management Fee Increase | $ | 8 | $ | 26 | $ | 45 | $ | 100 | ||||||||
Pro Forma (Target Funds + Acquiring Fund, assuming both Mergers are completed) | $ | 7 | $ | 24 | $ | 43 | $ | 98 |
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1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
OIB (at NAV) | 18.70 | % | 16.08 | % | 3.32 | % | 5.85 | % | ||||||||
OIB (at market price) | 25.41 | % | 15.33 | % | 3.17 | % | 6.11 | % | ||||||||
OIC (at NAV) | 19.81 | % | 15.36 | % | 3.24 | % | 5.47 | % | ||||||||
OIC (at market price) | 25.22 | % | 16.23 | % | 2.75 | % | 5.39 | % | ||||||||
Acquiring Fund (OIA) (at NAV) | 18.92 | % | 16.51 | % | 3.54 | % | 5.70 | % | ||||||||
Acquiring Fund (OIA) (at market price) | 24.50 | % | 15.43 | % | 0.65 | % | 5.18 | % | ||||||||
Barclays Capital Municipal Bond Index | 12.42 | % | 7.94 | % | 5.50 | % | 5.32 | % |
OIB | OIC | Acquiring Fund (OIA) | ||||||||||
Contractual Fee Rate | 0.50% of net assets | 0.50% of net assets | 0.55% of managed assets* | |||||||||
Net Effective Fee Rate** | 0.50 | % | 0.50 | % | 0.59 | %* |
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* | Assumes approval and implementation of the Amendment discussed in Proposal 3. If Proposal 3 is not approved, the Acquiring Fund’s contractual advisory fee rate will remain 0.50% and its net effective fee rate will remain at 0.50%. | |
** | Varies based on the amount of financial leverage used by the Fund. | |
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• | Variable rate securities, which bear rates of interest that are adjusted periodically according to formulae intended to reflect market rates of interest. | ||
• | Municipal notes, including tax, revenue and bond anticipation notes of short maturity, generally less than three years, which are issued to obtain temporary funds for various public purposes. | ||
• | Variable rate demand notes, which are obligations that contain a floating or variable interest rate adjustment formula and which are subject to a right of demand for payment of the principal balance plus accrued interest either at any time or at specified intervals. The interest rate on a variable rate demand note may be based on a known lending rate, such as a bank’s prime rate, and |
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may be adjusted when such rate changes, or the interest rate may be a market rate that is adjusted at specified intervals. The adjustment formula maintains the value of the variable rate demand note at approximately the par value of such note at the adjustment date. | |||
• | Municipal leases, which are obligations issued by state and local governments or authorities to finance the acquisition of equipment and facilities. Certain municipal lease obligations may include non-appropriation clauses which provide that the municipality has no obligation to make lease or installment purchase payments in future years unless money is appropriated for such purpose on a yearly basis. | ||
• | Private activity bonds, which are issued by, or on behalf of, public authorities to finance privately operated facilities. | ||
• | Participation certificates, which are obligations issued by state or local governments or authorities to finance the acquisition of equipment and facilities. They may represent participations in a lease, an installment purchase contract or a conditional sales contract. | ||
• | Municipal securities that may not be backed by the faith, credit and taxing power of the issuer. | ||
• | Municipal securities that are privately placed and that may have restrictions on a Fund’s ability to resell, such as timing restrictions or requirements that the securities only be sold to qualified institutional investors. | ||
• | Municipal securities that are insured by financial insurance companies. |
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Principal Risk | Funds Subject to Risk | |
Municipal Securities Risk. Under normal market conditions, longer-term municipal securities generally provide a higher yield than shorter-term municipal securities. No Fund has a limitation as to the maturity of municipal securities in which it may invest. The Adviser may adjust the average maturity of a Fund’s portfolio from time to time depending on its assessment of the relative yields available on securities of different maturities and its expectations of future changes in interest rates. The yields of municipal securities may move differently and adversely compared to the yields of the overall debt securities markets. Certain kinds of municipal securities are subject to specific risks that could cause a decline in the value of those securities: | All Funds | |
Lease Obligations. Certain lease obligations contain non-appropriation clauses that provide that the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated for that purpose by the appropriate legislative body on an annual or other periodic basis. Consequently, continued lease payments on those lease obligations containing non-appropriation clauses are dependent on future legislative actions. If these legislative actions do not occur, the holders of the lease obligation may experience difficulty in exercising their rights, including disposition of the property. | ||
Private Activity Bonds. The issuers of private activity bonds in which each Fund may invest may be negatively impacted by conditions affecting either the general credit of the user of the private activity project or the project itself. Conditions such as regulatory and environmental restrictions and economic downturns may lower the need for these facilities and the ability of users of the project to pay for the facilities. Private activity bonds may also pay interest subject to the alternative minimum tax. | ||
In 2011, S&P lowered its long-term sovereign credit rating on the U.S. to “AA+” from “AAA” with a negative outlook. Following S&P’s downgrade of the long-term sovereign credit rating on the U.S., the major rating agencies have also placed many municipalities on review for potential downgrades, which could impact the market price, liquidity and volatility of the municipal securities held by each Fund in its portfolio. If the universe of municipal securities meeting a Fund’s ratings and credit quality requirements shrinks, it may be more difficult for the Fund to meet its investment objective and the Fund’s investments may become more concentrated in fewer issuers. Future downgrades by other rating agencies could have significant adverse effects on the economy generally and could result in significant adverse impacts on municipal issuers and the Funds. | ||
Many state and municipal governments that issue securities are under significant economic and financial stress and may not be able to satisfy their obligations. In response to the national economic downturn, governmental cost burdens have been and may continue to be reallocated among federal, state and local governments. The ability of municipal issuers to make timely payments of interest and principal may be diminished during general economic downturns and as governmental cost burdens are reallocated among federal, state and local governments. Also, as a result of the downturn and related |
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Principal Risk | Funds Subject to Risk | |
unemployment, declining income and loss of property values, many state and local governments may have experienced significant reductions in revenues and consequently difficulties meeting ongoing expenses. As a result, certain of these state and local governments may have difficulty paying or default in the payment of principal or interest on their outstanding debt, or may experience ratings downgrades of their debt. The taxing power of any governmental entity may be limited by provisions of state constitutions or laws and an entity’s credit will depend on many factors, including the entity’s tax base, the extent to which the entity relies on federal or state aid, and other factors which are beyond the entity’s control. In addition, laws enacted in the future by Congress or state legislatures or referenda could extend the time for payment of principal and/or interest, or impose other constraints on enforcement of such obligations or on the ability of municipalities to levy taxes. | ||
In addition, municipalities might seek protection under the bankruptcy laws, thereby affecting the repayment of their outstanding debt. Issuers of municipal securities might seek protection under the bankruptcy laws. In the event of bankruptcy of such an issuer, holders of municipal securities could experience delays in collecting principal and interest and such holders may not be able to collect all principal and interest to which they are entitled. Certain provisions of the U.S. Bankruptcy Code governing such bankruptcies are unclear. Further, the application of state law to municipal securities issuers could produce varying results among the states or among municipal securities issuers within a state. These uncertainties could have a significant impact on the prices of the municipal securities in which each Fund invests. The value of municipal securities generally may be affected by uncertainties in the municipal markets as a result of legislation or litigation, including legislation or litigation that changes the taxation of municipal securities or the rights of municipal securities holders in the event of a bankruptcy. To enforce its rights in the event of a default in the payment of interest or repayment of principal, or both, each Fund may take possession of and manage the assets securing the issuer’s obligations on such securities, which may increase the Fund’s operating expenses. Any income derived from a Fund’s ownership or operation of such assets may not be tax-exempt and could jeopardize the Fund’s status as a regulated investment company under the Code. | ||
The U.S. economy may be in the process of “deleveraging,” with individuals, companies and municipalities reducing expenditures and paying down borrowings. In such event, the number of municipal borrowers and the amount of outstanding municipal securities may contract, potentially without corresponding reductions in investor demand for municipal securities. As a result, a Fund may have fewer investment alternatives, may invest in securities that it previously would have declined and may concentrate its investments in a smaller number of issuers. | ||
Insurance Risk. Financial insurance guarantees that interest payments on a bond will be made on time and that principal will be repaid when the bond matures. Insured municipal obligations would generally be assigned a lower rating if the rating were based primarily on the credit quality of the issuer without regard to the insurance feature. If the claims-paying ability of the insurer were downgraded, the ratings on the municipal obligations it insures may also be downgraded. Insurance does not protect a Fund against losses caused by declines in a bond’s value due to a change in market conditions. | All Funds | |
Market Risk. Market risk is the possibility that the market values of securities owned by a Fund will decline. The net asset value of a Fund will change with changes in the value of its portfolio securities, and the value of a Fund’s investments can be expected to fluctuate over time. The financial markets in general are subject to volatility and may at times experience extreme volatility and uncertainty, which may affect all investment securities, including debt securities and derivative instruments. Volatility may be greater during periods of general economic uncertainty. | All Funds | |
Interest Rate Risk. Because each Fund invests primarily in fixed income municipal securities, the net asset value of a Fund can be expected to change as general levels of interest rates fluctuate. When interest rates decline, the value of a portfolio invested in | All Funds |
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Principal Risk | Funds Subject to Risk | |
fixed income securities generally can be expected to rise. Conversely, when interest rates rise, the value of a portfolio invested in fixed income securities generally can be expected to decline. The prices of longer term municipal securities generally are more volatile with respect to changes in interest rates than the prices of shorter term municipal securities. These risks may be greater in the current market environment because certain interest rates are near historically low levels. | ||
Credit Risk. Credit risk refers to an issuer’s ability to make timely payments of interest and principal when due. Municipal securities, like other debt obligations, are subject to the credit risk of nonpayment. The ability of issuers of municipal securities to make timely payments of interest and principal may be adversely affected by general economic downturns and as relative governmental cost burdens are allocated and reallocated among federal, state and local governmental units. Private activity bonds used to finance projects, such as industrial development and pollution control, may also be negatively impacted by the general credit of the user of the project. Nonpayment would result in a reduction of income to a Fund, and a potential decrease in the net asset value of the Fund. The Adviser continuously monitors the issuers of securities held in each Fund. | All Funds | |
Each Fund will rely on the Adviser’s judgment, analysis and experience in evaluating the creditworthiness of an issuer. In its analysis, the Adviser may consider the credit ratings of NRSROs in evaluating securities, although the Adviser does not rely primarily on these ratings. Credit ratings of NRSROs evaluate only the safety of principal and interest payments, not the market risk. In addition, ratings are general and not absolute standards of quality, and the creditworthiness of an issuer may decline significantly before an NRSRO lowers the issuer’s rating. A rating downgrade does not require a Fund to dispose of a security. Medium-grade obligations (for example, bonds rated BBB by S&P) possess speculative characteristics so that changes in economic conditions or other circumstances are more likely to lead to a weakened capacity of the issuer to make principal and interest payments than in the case of higher-rated securities. Securities rated below investment grade are considered speculative by NRSROs with respect to the issuer’s continuing ability to pay interest and principal. | ||
Income Risk. The income you receive from a Fund is based primarily on prevailing interest rates, which can vary widely over the short and long term. If interest rates decrease, your income from a Fund may decrease as well. | All Funds | |
Call Risk. If interest rates fall, it is possible that issuers of securities with high interest rates will prepay or call their securities before their maturity dates. In this event, the proceeds from the called securities would likely be reinvested by a Fund in securities bearing the new, lower interest rates, resulting in a possible decline in the Fund’s income and distributions to shareholders. | All Funds | |
Market Segment Risk. Each Fund generally considers investments in municipal securities not to be subject to industry concentration policies (issuers of municipal securities as a group are not in any industry). Each Fund may, however, invest in municipal securities issued by entities having similar characteristics. For example, the issuers may be located in the same geographic area or may pay their interest obligations from revenue or similar projects, such as hospitals, airports, utility systems and housing finance agencies. This may make a Fund’s investments more susceptible to similar economic, political or regulatory occurrences, which could increase the volatility of the Fund’s net asset value. Subject to each Fund’s fundamental investment restriction on investing in private activity bonds, each Fund may invest more than 25% of its total assets in a segment of the municipal securities market with similar characteristics if the Adviser determines that the yields available from obligations in a particular segment justify the additional risks of a larger investment in that segment. | All Funds |
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Principal Risk | Funds Subject to Risk | |
No Fund has a policy limiting its investments in municipal securities whose issuers are located in the same state. If a Fund were to invest a significant portion of its total assets in issuers located in the same state, it would be more susceptible to adverse economic, business or regulatory conditions in that state. | ||
Tax Risk. To qualify for the favorable U.S. federal income tax treatment generally accorded to regulated investment companies, among other things, a Fund must derive in each taxable year at least 90% of its gross income from certain prescribed sources. If for any taxable year a Fund does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) would be subject to federal income tax at regular corporate rates without any deduction for distributions to shareholders, and all distributions from the Fund (including underlying distributions attributable to tax-exempt interest income) would be taxable to shareholders as ordinary dividends to the extent of the Fund’s current and accumulated earnings and profits. | All Funds | |
The value of a Fund’s investments and its net asset value may be adversely affected by changes in tax rates and policies. Because interest income from municipal securities is normally not subject to regular federal income taxation, the attractiveness of municipal securities in relation to other investment alternatives is affected by changes in federal income tax rates or changes in the tax-exempt status of interest income from municipal securities. This could, in turn, affect a Fund’s net asset value and ability to acquire and dispose of municipal securities at desirable yield and price levels. Additionally, the Funds may not be suitable investments for individual retirement accounts, for other tax-exempt or tax-deferred accounts or for investors who are not sensitive to the federal income tax consequences of their investments. | ||
Each Fund may invest all or a substantial portion of its assets in municipal securities subject to the federal alternative minimum tax. Accordingly, an investment in a Fund could cause shareholders to be subject to (or result in an increased liability under) the federal alternative minimum tax. As a result, the Funds may not be a suitable investment for investors who are already subject to the federal alternative minimum tax or who could become subject to the federal alternative minimum tax as a result of an investment in the Funds. | ||
Subsequent to a Fund’s acquisition of a municipal security, the security may be determined to pay, or to have paid, taxable income. As a result, the treatment of dividends previously paid or to be paid by a Fund as “exempt-interest dividends” could be adversely affected, subjecting the Fund’s shareholders to increased federal income tax liabilities. | ||
For federal income tax purposes, distributions of ordinary taxable income (including any net short-term capital gain) will be taxable to shareholders as ordinary income (and not eligible for favorable taxation as “qualified dividend income”), and capital gain dividends will be taxed at long-term capital gain rates. | ||
Generally, to the extent a Fund’s distributions are derived from interest on municipal securities of a particular state (and, in some cases qualifying obligations of U.S. territories and possessions), its distributions are exempt from the personal income tax of that state. In some cases, a Fund’s shares may (to the extent applicable) also be exempt from personal property taxes of such state. However, some states require that a Fund meet certain thresholds with respect to the portion of its portfolio consisting of municipal securities of such state in order for such exemption to apply. | ||
Inverse Floating Rate Obligations Risk. Like most other fixed-income securities, the value of inverse floating rate obligations will decrease as interest rates increase. They are more volatile, however, than most other fixed-income securities because the coupon rate on an inverse floating rate obligation typically changes at a multiple of the change in the relevant index rate. Thus, any rise in the index rate (as a consequence of an increase in interest rates) causes a correspondingly greater drop in the coupon rate of an inverse floating rate obligation while a drop in the index rate causes a correspondingly greater increase in the coupon of an inverse floating rate obligation. Some inverse floating rate obligations may also increase or decrease substantially because of changes in the rate of prepayments. | All Funds |
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Principal Risk | Funds Subject to Risk | |
Inverse floating rate obligations tend to underperform the market for fixed rate bonds in a rising interest rate environment, but tend to outperform the market for fixed rate bonds when interest rates decline or remain relatively stable. Inverse floating rate obligations have varying degrees of liquidity. | ||
Each Fund generally invests in inverse floating rate obligations that include embedded leverage, thus exposing the Funds to greater risks and increased costs. The market value of a “leveraged” inverse floating rate obligation generally will fluctuate in response to changes in market rates of interest to a greater extent than the value of an unleveraged investment. The extent of increases and decreases in the value of inverse floating rate obligations generally will be larger than changes in an equal principal amount of a fixed rate security having similar credit quality, redemption provisions and maturity, which may cause a Fund’s net asset value to be more volatile than if it had not invested in inverse floating rate obligations. | ||
In certain instances, the short-term floating rate interests created by a special purpose trust may not be able to be sold to third parties or, in the case of holders tendering (or putting) such interests for repayment of principal, may not be able to be remarketed to third parties. In such cases, the special purpose trust holding the long-term fixed rate bonds may be collapsed. In the case of inverse floating rate obligations created by a Fund, the Fund would then be required to repay the principal amount of the tendered securities. During times of market volatility, illiquidity or uncertainty, a Fund could be required to sell other portfolio holdings at a disadvantageous time to raise cash to meet that obligation. | ||
The use of short-term floating rate obligations may require a Fund to segregate or earmark cash or liquid assets to cover its obligations. Securities so segregated or earmarked will be unavailable for sale by the Fund (unless replaced by other securities qualifying for segregation requirements), which may limit the Fund’s flexibility and may require that the Fund sell other portfolio investments at a time when it may be disadvantageous to sell such assets. | ||
Risks of Investing in Lower-Grade Securities. Securities that are in the lower-grade categories generally offer higher yields than are offered by higher-grade securities of similar maturities, but they also generally involve greater risks, such as greater credit risk, market risk, volatility and liquidity risk. In addition, the amount of available information about the financial condition of certain lower-grade issuers may be less extensive than other issuers, making a Fund more dependent on the Adviser’s credit analysis than a fund investing only in higher-grade securities. To minimize the risks involved in investing in lower-grade securities, the Funds do not purchase securities that are in default or rated in categories lower than B- by S&P or B3 by Moody’s or unrated securities of comparable quality. | All Funds | |
Secondary market prices of lower-grade securities generally are less sensitive than higher-grade securities to changes in interest rates and are more sensitive to general adverse economic changes or specific developments with respect to the particular issuers. A significant increase in interest rates or a general economic downturn may significantly affect the ability of municipal issuers of lower-grade securities to pay interest and to repay principal, or to obtain additional financing, any of which could severely disrupt the market for lower-grade municipal securities and adversely affect the market value of such securities. Such events also could lead to a higher incidence of default by issuers of lower-grade securities. In addition, changes in credit risks, interest rates, the credit markets or periods of general economic uncertainty can be expected to result in increased volatility in the price of the lower-grade securities and the net asset value of a Fund. Adverse publicity and investor perceptions, whether or not based on rational analysis, may affect the value, volatility and liquidity of lower-grade securities. | ||
In the event that an issuer of securities held by a Fund experiences difficulties in the timely payment of principal and interest and such issuer seeks to restructure the terms of its borrowings, the Fund may incur additional expenses and may determine to invest additional |
18
Principal Risk | Funds Subject to Risk | |
assets with respect to such issuer or the project or projects to which the Fund’s securities relate. Further, a Fund may incur additional expenses to the extent that it is required to seek recovery upon a default in the payment of interest or the repayment of principal on its portfolio holdings and the Fund may be unable to obtain full recovery on such amounts. | ||
Investments in debt obligations that are at risk of or in default present special tax issues for a Fund. Federal income tax rules are not entirely clear about issues such as when a Fund may cease to accrue interest, original issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless securities, how payments received on obligations in default should be allocated between principal and interest and whether certain exchanges of debt obligations in a workout context are taxable. These and other issues will be addressed by the Fund, in the event it invests or holds such securities, in order to seek to ensure that it distributes sufficient income to preserve its status as a regulated investment company. | ||
Liquidity Risk. Liquidity relates to the ability of a Fund to sell a security in a timely manner at a price which reflects the value of that security. The amount of available information about the financial condition of municipal securities issuers is generally less extensive than that for corporate issuers with publicly traded securities, and the market for municipal securities is generally considered to be less liquid than the market for corporate debt obligations. Certain municipal securities in which a Fund may invest, such as special obligation bonds, lease obligations, participation certificates and variable rate instruments, may be particularly less liquid. To the extent a Fund owns or may acquire illiquid or restricted securities, these securities may involve special registration requirements, liabilities and costs, and liquidity and valuation difficulties. | All Funds | |
The effects of adverse publicity and investor perceptions may be more pronounced for securities for which no established retail market exists as compared with the effects on securities for which such a market does exist. An economic downturn or an increase in interest rates could severely disrupt the market for such securities and adversely affect the value of outstanding securities or the ability of the issuers to repay principal and interest. Further, a Fund may have more difficulty selling such securities in a timely manner and at their stated value than would be the case for securities for which an established retail market does exist. | ||
The markets for lower-grade securities may be less liquid than the markets for higher-grade securities. To the extent that there is no established retail market for some of the lower-grade securities in which a Fund may invest, trading in such securities may be relatively inactive. Prices of lower-grade securities may decline rapidly in the event a significant number of holders decide to sell. Changes in expectations regarding an individual issuer of lower-grade securities generally could reduce market liquidity for such securities and make their sale by a Fund at their current valuation more difficult. | ||
From time to time, a Fund’s investments may include securities as to which the Fund, by itself or together with other funds or accounts managed by the Adviser, holds a major portion or all of an issue of municipal securities. Because there may be relatively few potential purchasers for such investments and, in some cases, there may be contractual restrictions on resales, a Fund may find it more difficult to sell such securities at a time when the Adviser believes it is advisable to do so. | ||
Unrated Securities Risk. Many lower-grade securities are not listed for trading on any national securities exchange, and many issuers of lower-grade securities choose not to have a rating assigned to their obligations by any NRSRO. As a result, a Fund’s portfolio may consist of a higher portion of unlisted or unrated securities as compared with an investment company that invests solely in higher-grade, listed securities. Unrated securities are usually not as attractive to as many buyers as are rated securities, a factor which may make unrated securities less marketable. These factors may limit the ability of a Fund to sell such securities at their fair value. The Funds may be more reliant on the Adviser’s judgment and analysis in evaluating the creditworthiness of an issuer of unrated securities. | All Funds |
19
Principal Risk | Funds Subject to Risk | |
When-Issued and Delayed Delivery Risks. When-issued and delayed delivery transactions are subject to market risk as the value or yield of a security at delivery may be more or less than the purchase price or the yield generally available on securities when delivery occurs. In addition, a Fund is subject to counterparty risk because it relies on the buyer or seller, as the case may be, to consummate the transaction, and failure by the other party to complete the transaction may result in the Fund missing the opportunity of obtaining a price or yield considered to be advantageous. | All Funds | |
Zero Coupon / PIK Bond Risk. Prices on non-cash-paying instruments may be more sensitive to changes in the issuer’s financial condition, fluctuations in interest rates and market demand/supply imbalances than cash-paying securities with similar credit ratings, and thus may be more speculative than are securities that pay interest periodically in cash. These securities are also subject to the risk of default. These securities may subject a Fund to greater market risk than a fund that does not own these types of securities. Special tax considerations are associated with investing in non-cash-paying instruments, such as zero coupon or PIK securities. The Adviser will weigh these concerns against the expected total returns from such instruments. | All Funds |
20
21
Price | Net Asset Value | Premium/Discount | ||||||||||||||||||||||
Quarterly Period Ending | High | Low | High | Low | High | Low | ||||||||||||||||||
2/29/2012 | $ | 7.05 | $ | 6.45 | $ | 7.14 | $ | 6.79 | -0.28 | % | -5.01 | % | ||||||||||||
11/30/2011 | 6.49 | 6.22 | 6.86 | 6.72 | -4.42 | -8.26 | ||||||||||||||||||
8/31/2011 | 6.40 | 5.95 | 6.79 | 6.56 | -3.18 | -12.24 | ||||||||||||||||||
5/31/2011 | 6.20 | 5.93 | 6.54 | 6.34 | -2.52 | -6.88 | ||||||||||||||||||
2/28/2011(1) | 6.37 | 5.85 | 6.70 | 6.29 | -4.17 | -8.84 | ||||||||||||||||||
11/30/2010 | 7.07 | 6.25 | 7.03 | 6.59 | 1.00 | -8.36 | ||||||||||||||||||
8/31/2010 | 7.09 | 6.42 | 7.00 | 6.73 | 1.29 | -5.00 | ||||||||||||||||||
5/31/2010 | 6.52 | 6.28 | 6.79 | 6.67 | -3.41 | -5.99 |
(1) | The fiscal year for the Acquiring Fund changed from May 31 to the last day of February effective February 28, 2011. |
Price | Net Asset Value | Premium/Discount | ||||||||||||||||||||||
Quarterly Period Ending | High | Low | High | Low | High | Low | ||||||||||||||||||
2/29/2012 | $ | 7.73 | $ | 7.13 | $ | 7.87 | $ | 7.49 | -1.15 | % | -5.31 | % | ||||||||||||
11/30/2011 | 7.11 | 6.83 | 7.57 | 7.41 | -5.07 | -8.56 | ||||||||||||||||||
8/31/2011 | 7.10 | 6.45 | 7.49 | 7.25 | -2.74 | -13.77 | ||||||||||||||||||
5/31/2011 | 6.92 | 6.44 | 7.23 | 7.00 | -4.29 | -8.78 | ||||||||||||||||||
2/28/2011(1) | 7.07 | 6.41 | 7.41 | 6.94 | -3.76 | -8.97 | ||||||||||||||||||
11/30/2010 | 7.97 | 6.93 | 7.75 | 7.28 | 3.24 | -7.97 | ||||||||||||||||||
8/31/2010 | 7.95 | 7.11 | 7.72 | 7.43 | -2.98 | -4.69 | ||||||||||||||||||
5/31/2010 | 7.25 | 7.00 | 7.50 | 7.38 | -2.82 | -5.53 | ||||||||||||||||||
2/28/2010 | 7.06 | 6.90 | 7.41 | 7.28 | -4.34 | -5.53 |
(1) | The fiscal year for OIB changed from May 31 to the last day of February effective February 28, 2011. |
22
Price | Net Asset Value | Premium/Discount | ||||||||||||||||||||||
Quarterly Period Ending | High | Low | High | Low | High | Low | ||||||||||||||||||
02/29/2012 | $ | 8.46 | $ | 7.78 | $ | 8.51 | $ | 8.10 | 0.24 | % | -4.54 | % | ||||||||||||
11/30/2011 | 7.78 | 7.42 | 8.20 | 8.03 | -3.95 | % | -9.04 | % | ||||||||||||||||
08/31/2011 | 7.92 | 7.10 | 8.12 | 7.85 | 0 | % | -12.35 | % | ||||||||||||||||
05/31/2011 | 7.50 | 7.03 | 7.83 | 7.51 | -4.21 | % | -7.26 | % | ||||||||||||||||
02/28/2011(1) | 7.63 | 6.84 | 7.94 | 7.44 | -3.39 | % | -9.08 | % | ||||||||||||||||
11/30/2010 | 8.68 | 7.43 | 8.38 | 7.82 | 4.08 | % | -8.16 | % | ||||||||||||||||
08/31/2010 | 8.65 | 7.62 | 8.34 | 8.04 | 3.72 | % | -6.16 | % | ||||||||||||||||
05/31/2010 | 7.81 | 7.61 | 8.11 | 7.99 | -3.22 | % | -4.76 | % | ||||||||||||||||
03/31/2010 | 7.63 | 7.49 | 8.00 | 7.90 | -4.51 | % | -5.77 | % |
(1) | The fiscal year for OIC changed from March 31 to the last day of February effective February 28, 2011. |
NAV | Market Price | Premium (Discount) | ||||||||||
OIB | $ | 7.87 | $ | 7.68 | -2.41 | % | ||||||
OIC | $ | 8.51 | $ | 8.32 | -2.23 | % | ||||||
Acquiring Fund (OIA) | $ | 7.14 | $ | 7.02 | -1.68 | % |
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25
26
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• | the combined fund on a pro forma basis had a distribution yield similar to that of the Target Funds (slightly lower than the Target Funds as a percentage of net asset value but slightly higher than OIB as a percentage of market value), even after giving effect to the higher proposed management fees that will apply to the combined fund; | ||
• | as of July 31, 2011, the Acquiring Fund had traded at an average discount of -4.58% to its net asset value over the preceding 52 week period and, over the same period, the Target Funds had traded at average discounts of -4.07% (OIB) and -3.09% (OIC); and | ||
• | as of July 31, 2011, 2011, the Acquiring Fund traded at an average discount of -7.30% to its net asset value for the preceding month and, over the same period, the Target Funds had traded at average discounts of -7.70% (OIB) and -7.90% (OIC). | ||
• | no gain or loss will be recognized by the Target Fund or the shareholders of the Target Fund as a result of the Merger; | ||
• | no gain or loss will be recognized by the Acquiring Fund as a result of the Merger; | ||
• | the aggregate tax basis of the shares of the Acquiring Fund to be received by a shareholder of the Target Fund will be the same as the shareholder’s aggregate tax basis of the shares of the Target Fund; and | ||
• | the holding period of the shares of the Acquiring Fund received by a shareholder of the Target Fund will include the period that a shareholder held the shares of the Target Fund (provided that |
29
such shares of the Target Fund are capital assets in the hands of such shareholder as of the Closing). |
30
OIC | OIB | OIA | ||||||||||
(Target Fund) | (Target Fund) | (Acquiring Fund) | ||||||||||
(000,000s) | (000,000s) | (000,000s) | ||||||||||
at 2/29/2012 | at 2/29/2012 | at 2/29/2010 | ||||||||||
Aggregate Capital Loss Carryovers on a Tax Basis | $ | (10.0 | ) | $ | (17.3 | ) | $ | (29.0 | ) | |||
Unrealized Net Appreciation (Depreciation) in Investments on a Tax Basis | $ | 1.0 | $ | 2.3 | $ | 0.2 | ||||||
Aggregate Net Asset Value | $ | 72.3 | $ | 127.3 | $ | 140.1 | ||||||
Approximate Annual Limitation (1) | $ | 2.4 | $ | 4.2 | $ | 4.6 |
(1) | Based on the long-term tax-exempt rate for ownership changes during May 2012 of 3.26%. |
31
Estimated Merger | Portion of Merger | |||||||||||
Estimated Proxy | Costs (includes | Costs to be Paid by | ||||||||||
Solicitation Costs | Proxy Solicitation) | the Funds | ||||||||||
OIB | $ | 20,000 | $ | 140,000 | $ | 0 | ||||||
OIC | $ | 10,000 | $ | 130,000 | $ | 0 | ||||||
Acquiring Fund (OIA) | $ | 20,000 | $ | 90,000 | $ | 0 | ||||||
Acquiring Fund | ||||||||||||||||||||
pro forma (assumes | ||||||||||||||||||||
Acquiring Fund | Pro Forma | both Mergers are | ||||||||||||||||||
OIB | OIC | (OIA) | Adjustments | completed) | ||||||||||||||||
Net assets | $ | 127,304,962 | $ | 72,320,207 | $ | 140,079,673 | $ | 0 | $ | 339,704,842 | ||||||||||
Common Shares Outstanding | 16,184,389 | 8,501,256 | 19,620,474 | 3,285,900 | 1 | 47,583,615 | ||||||||||||||
Common Share NAV Per Share | $ | 7.87 | $ | 8.51 | $ | 7.14 | — | $ | 7.14 |
1 | Pro forma shares outstanding have been adjusted for the accumulated change in the number of shares of each Target Fund’s shareholder accounts based on the relative net asset value per Common Share of each Target Fund and the Acquiring Fund. | |
32
33
Difference Between Aggregate | ||||||||
Advisory Fees Paid and Pro | ||||||||
Aggregate Advisory Fees Paid | Pro Forma Advisory Fees Paid | Forma Advisory Fees Paid | ||||||
$656,990 | $ | 771,302 | $ | 114,312 | ||||
Pro Forma(b) | ||||
Current(a) | (assumes Amendment is approved) | |||
Shareholder Fees (Fees paid directly from your investment) | ||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) (c) | None | None | ||
Dividend Reinvestment Plan (d) | None | None | ||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||
Management Fees | 0.50% | 0.59% (e) | ||
Interest and Related Expenses (f) | 0.05% | 0.05% | ||
Other Expenses | 0.17% | 0.17% | ||
Total Annual Fund Operating Expenses | 0.72% | 0.81% |
(a) | Expense ratios are estimated amounts for the current fiscal year. | |
(b) | Expense ratios are estimated amounts for the current fiscal year, restated to reflect the advisory fee increase described in Proposal 3. Pro forma numbers are estimated as if the Amendment had been approved by shareholders and effective as of March 1, 2011. | |
(c) | Common Shares of the Acquiring Fund purchased on the secondary market are not subject to sales charges, but may be subject to brokerage commissions or other charges. | |
(d) | Each participant in the Acquiring Fund’s dividend reinvestment plan pays a proportionate share of the brokerage commissions incurred with respect to open market purchases in connection with such plan. For the Acquiring Fund’s last fiscal year, participants in the plan incurred brokerage commissions representing $0.03 per share. | |
(e) | Assumes that Proposal 3 is approved and the increased advisory fee is implemented. | |
(f) | Interest and related expenses includes interest and other costs of providing leverage to the Acquiring Fund, such as the costs to maintain lines of credit and establish and administer floating rate note obligations. | |
34
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Acquiring Fund | $ | 7 | $ | 23 | $ | 40 | $ | 89 | ||||||||
Pro Forma (Acquiring Fund, assuming the Amendment is approved) | $ | 8 | $ | 26 | $ | 45 | $ | 100 |
35
Name | Title | |
Mark G. Armour | Co-President & Co-Chief Executive Officer | |
Philip A. Taylor | Co-President & Co-Chief Executive Officer | |
Kevin M. Carome | Secretary | |
Loren M. Starr | Director |
Net Assets as of | Annual Rate of | |||||||
Name of Fund | February 29, 2012 | Advisory Fees | ||||||
Invesco Municipal Income Opportunities Trust II (OIB) | $ | 127,304,962 | 0.50 | %* | ||||
Invesco Municipal Income Opportunities Trust III (OIC) | $ | 72,320,207 | 0.50 | %* | ||||
Invesco Van Kampen Municipal Opportunity Trust (VMO) | $ | 480,291,241 | 0.55 | %** | ||||
Invesco Municipal Premium Income Trust (PIA) | $ | 150,776,682 | 0.40 | %*** | ||||
Invesco Van Kampen Select Sector Municipal Trust (VKL) | $ | 191,469,377 | 0.55 | %** | ||||
Invesco Van Kampen Trust for Value Municipals (VIM) | $ | 137,210,808 | 0.55 | %** | ||||
Invesco Van Kampen Municipal Trust (VKQ) | $ | 556,183,964 | 0.55 | %** | ||||
Invesco Van Kampen Advantage Municipal Income Trust II (VKI) | $ | 564,758,532 | 0.55 | %** | ||||
Invesco Van Kampen Trust for Investment Grade Municipals (VGM) | $ | 805,490,017 | 0.55 | %** |
* | As a percentage of average weekly net assets. | |
** | As a percentage of managed assets. | |
*** | As a percentage of average weekly net assets. For the purpose of calculating the advisory fee, the liquidation preference of any Preferred Shares issued by the fund will not be deducted from the fund’s total assets. In addition, an amount up to the aggregate amount of any other borrowings may be included in the fund’s advisory fee calculation. |
36
• | The expected benefits of continuing to retain the Adviser as the Acquiring Fund’s investment adviser; | ||
• | The services provided, and those expected to be provided, to the Acquiring Fund by the Adviser; | ||
• | The terms and conditions of the Advisory Agreement remaining the same except for the fee rate being changed by the Amendment; |
• | The impact of the proposed change in investment advisory fee rate on the Acquiring Fund’s total expense ratio; and | ||
• | That the Adviser, and not the Acquiring Fund, would bear the costs of obtaining shareholder approval of the Amendment. |
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Group I* | Group II** | Group III*** | ||
Albert R. Dowden | David C. Arch | James T. Bunch | ||
Prema Mathai-Davis | Frank S. Bayley | Bruce L. Crockett | ||
Hugo F. Sonnenschein | Larry Soll | Rodney F. Dammeyer | ||
Raymond Stickel, Jr. | Philip A. Taylor | Jack M. Fields | ||
Wayne W. Whalen | Martin L. Flanagan | |||
Carl Frischling |
* | Currently serving until the year 2013 Annual Meeting or until their successors have been duly elected and qualified. | |
** | Currently serving until the year 2014 Annual Meeting or until their successors have been duly elected and qualified. | |
*** | If elected, to serve until the year 2015 Annual Meeting or until their successors have been duly elected and qualified. |
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44
45
46
1. | TRANSFER OF ASSETS OF THE PREDECESSOR FUNDS IN EXCHANGE FOR ASSUMPTION OF LIABILITIES AND ISSUANCE OF SUCCESSOR FUND SHARES |
A-1
A-2
2. | VALUATION |
A-3
3. | CLOSING AND CLOSING DATE |
4. | REPRESENTATIONS AND WARRANTIES |
A-4
A-5
5. | CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PREDECESSOR FUNDS AND THE SUCCESSOR FUNDS |
A-6
6. | POST-CLOSING COVENANTS |
7. | FEES AND EXPENSES |
8. | TERMINATION |
A-7
9. | AMENDMENT |
10. | HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; SURVIVAL; WAIVER |
A-8
11. | NOTICES |
A-9
[________], a [Massachusetts business trust] [Maryland corporation] [Pennsylvania business trust] | [________] a Delaware statutory trust | |||||||||
By: | By: | |||||||||
Invesco Advisers, Inc. | ||||
By: | ||||
Name: | ||||
Title: |
A-10
Predecessor Funds | Successor Funds | Redomesticating Fund | ||
(and share classes) | (and share classes) | or Merging Fund | ||
A-11
A-12
A-13
A-14
B-1
B-2
B-3
B-4
B-5
Delaware Statutory Trust | Massachusetts Business Trust | |||
Governing Documents/Governing Body | A DE Trust is formed by the filing of a certificate of trust with the Delaware Secretary of State. A DE Trust is an unincorporated association organized under the DE Statute whose operations are governed by its governing document (which may consist of one or more documents). Its business and affairs are managed by or under the direction of one or more trustees. As described in this chart, DE Trusts are granted a significant amount of organizational and operational flexibility. Delaware law makes it easy to obtain needed shareholder approvals, and also permits the management of a DE Trust to take various actions without being required to make state filings or obtain shareholder approval. | A MA Trust is created by the trustees’ execution of a written declaration of trust. A MA Trust is required to file the declaration of trust with the Secretary of the Commonwealth of Massachusetts and with the clerk of every city or town in Massachusetts where the trust has a usual place of business. A MA Trust is a voluntary association with transferable shares of beneficial interests, organized under the MA Statute. A MA Trust is considered to be a hybrid, having characteristics of both corporations and common law trusts. A MA Trust’s operations are governed by a trust document and bylaws. The business and affairs of a MA Trust are managed by or under the direction of a board of trustees. MA Trusts are also granted a significant amount of organizational and operational flexibility. The MA Statute is silent on most of the salient features of MA Trusts, thereby allowing trustees to freely structure the MA Trust. The MA Statute does not specify what information must be contained in the declaration of trust, nor does it require a registered officer or agent for service of process. | ||
Ownership Shares of Interest | Under both the DE Statute and the MA Statute, the ownership interests in a DE Trust and MA Trust are denominated as “beneficial interests” and are held by “beneficial owners.” | |||
Series and Classes | Under the DE Statute, the governing document may provide for classes, groups or series of | The MA Statute is silent as to any requirements for the creation of such |
C-1
Delaware Statutory Trust | Massachusetts Business Trust | |||
shares, having such relative rights, powers and duties as shareholders set forth in the governing document. Such classes, groups or series may be described in a DE Trust’s governing document or in resolutions adopted by its trustees. | series or classes. | |||
Shareholder Voting Rights | Under the DE Statute, the governing document may set forth any provision relating to trustee and shareholder voting rights, including the withholding of such rights from certain trustees or shareholders. If voting rights are granted, the governing document may contain any provision relating to the exercise of voting rights. No state filing is necessary and, unless required by the governing document, shareholder approval is not needed. | There is no provision in the MA Statute addressing voting by the shareholders of a MA Trust. | ||
Quorum | Under the DE Statute, the governing document may set forth any provision relating to quorum requirements at meetings of shareholders. | There is no provision in the MA Statute addressing quorum requirements at meetings of shareholders of a MA Trust. | ||
Shareholder Meetings | Neither the DE Statute nor the MA Statute mandates an annual shareholders’ meeting. | |||
Organization of Meetings | Neither the DE Statute nor the MA Statute contain provisions relating to the organization of shareholder meetings. | |||
Record Date | Under the DE Statute, the governing document may provide for record dates. | There is no record date provision in the MA Statute. | ||
Qualification and Election of Trustees | Under the DE Statute, the governing documents may set forth the manner in which trustees are elected and qualified. | The MA Statute does not contain provisions relating to the election and qualification of trustees of a MA Trust. | ||
Removal of Trustees | Under the DE Statute, the governing documents of a DE Trust may contain any provision relating to the removal of trustees; provided, however, that there shall at all times be at least one trustee of a DE Trust. | The MA Statute does not contain provisions relating to the removal of trustees. | ||
Restrictions on Transfer | Neither the DE Statute nor the MA Statute contain provisions relating to the ability of a DE Trust or MA Trust, as applicable, to restrict transfers of beneficial interests. | |||
Preemptive Rights and Redemption of Shares | Under each of the DE Statute and the MA Statute, a governing document may contain any provision relating to the rights, duties and obligations of the shareholders. | |||
Liquidation Upon Dissolution or Termination Events | Under the DE Statute, a DE Trust that has dissolved shall first pay or make reasonable provision to pay all known claims and obligations, including those that are contingent, conditional and unmatured, and all known claims and obligations for which the claimant is unknown. Any remaining assets shall be distributed to the shareholders or as otherwise provided in the governing document. | The MA Statute has no provisions pertaining to the liquidation of a MA Trust. |
C-2
Delaware Statutory Trust | Massachusetts Business Trust | |||
Shareholder Liability | Under the DE Statute, except to the extent otherwise provided in the governing document of a DE Trust, shareholders of a DE Trust are entitled to the same limitation of personal liability extended to shareholders of a private corporation organized for profit under the General Corporation Law of the State of Delaware. | The MA Statute does not include an express provision relating to the limitation of liability of the shareholders of a MA Trust. The shareholders of a MA Trust could potentially be held personally liable for the obligations of the trust, notwithstanding an express provision in the governing document stating that the shareholders are not personally liable in connection with trust property or the acts, obligations or affairs of the MA Trust. | ||
Trustee/ Director Liability | Subject to the provisions in the governing document, the DE Statute provides that a trustee or any other person managing the DE Trust, when acting in such capacity, will not be personally liable to any person other than the DE Trust or a shareholder of the DE Trust for any act, omission or obligation of the DE Trust or any trustee. To the extent that at law or in equity a trustee has duties (including fiduciary duties) and liabilities to the DE Trust and its shareholders, such duties and liabilities may be expanded or restricted by the governing document. | The MA Statute does not include an express provision limiting the liability of the trustee of a MA Trust. The trustees of a MA Trust could potentially be held personally liable for the obligations of the trust. | ||
Indemnification | Subject to such standards and restrictions as may be contained in the governing document of a DE Trust, the DE Statute authorizes a DE Trust to indemnify and hold harmless any trustee, shareholder or other person from and against any and all claims and demands. | The MA Statute is silent as to the indemnification of trustees, officers and shareholders. | ||
Insurance | Neither the DE Statute nor the MA Statute contain provisions regarding insurance. | |||
Shareholder Right of Inspection | Under the DE Statute, except to the extent otherwise provided in the governing document of a DE Trust and subject to reasonable standards established by the trustees, each shareholder has the right, upon reasonable demand for any purpose reasonably related to the shareholder’s interest as a shareholder, to obtain from the DE Trust certain information regarding the governance and affairs of the DE Trust, including a current list of the name and last known address of each beneficial owner and trustee. In addition, the DE Statute permits the trustees of a DE Trust to keep confidential from shareholders for such period of time as deemed reasonable any information that the trustees in good faith believe would not be in the best interest of the DE Trust to disclose or that could damage the DE Trust or that the DE Trust is required by law or by agreement with a third party to keep confidential. | There is no provision in the MA Statute relating to shareholder inspection rights. |
C-3
Delaware Statutory Trust | Massachusetts Business Trust | |||
Derivative Actions | Under the DE Statute, a shareholder may bring a derivative action if trustees with authority to do so have refused to bring the action or if a demand upon the trustees to bring the action is not likely to succeed. A shareholder may bring a derivative action only if the shareholder is a shareholder at the time the action is brought and: (a) was a shareholder at the time of the transaction complained about or (b) acquired the status of shareholder by operation of law or pursuant to the governing document from a person who was a shareholder at the time of the transaction. A shareholder’s right to bring a derivative action may be subject to such additional standards and restrictions, if any, as are set forth in the governing document. | There is no provision under the MA Statute regarding derivative actions. | ||
Arbitration of Claims | The DE Statute provides flexibility as to providing for arbitration pursuant to the governing documents of a DE Trust. | There is no provision under the MA Statute regarding arbitration. | ||
Amendments to Governing Documents | The DE Statute provides broad flexibility as to the manner of amending and/or restating the governing document of a DE Trust. Amendments to the declaration that do not change the information in the DE Trust’s certificate of trust are not required to be filed with the Delaware Secretary of State. | The MA Statute provides broad flexibility as to the manner of amending and/or restating the governing document of a MA Trust. The MA Statute provides that the trustees shall, within thirty days after the adoption of any amendment to the declaration of trust, file a copy with the Secretary of the Commonwealth of Massachusetts and with the clerk of every city or town in Massachusetts where the trust has a usual place of business. |
C-4
D-1
1. | DESCRIPTION OF THE MERGERS |
D-2
2. | VALUATION |
3. | CLOSING AND CLOSING DATE |
D-3
D-4
4. | REPRESENTATIONS AND WARRANTIES |
D-5
D-6
D-7
D-8
D-9
D-10
5. | COVENANTS OF THE SURVIVING FUND AND THE MERGING FUND |
5.1. | With respect to each Merger: |
D-11
D-12
6. | CONDITIONS PRECEDENT TO OBLIGATIONS OF THE MERGING FUND |
D-13
7. | CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND |
D-14
8. | FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND AND THE MERGING FUND |
D-15
9. | FEES AND EXPENSES |
D-16
10. | FINAL TAX RETURNS AND FORMS 1099 OF MERGING FUND |
11. | ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES AND COVENANTS |
12. | TERMINATION |
13. | AMENDMENTS |
14. | HEADINGS; GOVERNING LAW; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY |
D-17
Invesco Advisers, Inc. | [CLOSED-END FUNDS] | |||||||||
By: | By: | |||||||||
Name: | Name: | |||||||||
Title: | Title: |
D-18
Surviving Fund (and share classes) | Corresponding Merging Fund (and share classes) | |
D-19
D-20
D-21
D-22
Number of | ||||||||||||
Portfolios in | ||||||||||||
Name, Year of Birth | Fund Complex | Other Trusteeship(s) | ||||||||||
and Position(s) Held | Trustee | Principal Occupation(s) During Past 5 | Overseen by | Held by Trustee over | ||||||||
with the Funds | Since | Years | Trustee | Past 5 Years | ||||||||
Interested Trustees | ||||||||||||
Martin L. Flanagan(1) — 1960 Trustee | 2010 | Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business. | 140 | None. | ||||||||
Formerly: Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization). | ||||||||||||
Philip A. Taylor(2) — 1954 Trustee, President and Principal Executive Officer | 2010 | Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim | 140 | None. |
E-1
Number of | ||||||||
Portfolios in | ||||||||
Name, Year of Birth | Fund Complex | Other Trusteeship(s) | ||||||
and Position(s) Held | Trustee | Principal Occupation(s) During Past 5 | Overseen by | Held by Trustee over | ||||
with the Funds | Since | Years | Trustee | Past 5 Years | ||||
Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, Invesco Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Corporate Class Inc. (corporate mutual fund company) and Invesco Canada Fund Inc. (corporate mutual fund company); Director, Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, Chief Executive Officer and President, Van Kampen Exchange Corp. | ||||||||
Formerly: Director and Chairman, Van Kampen Investor Services Inc.: | ||||||||
Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); and Van Kampen Investments Inc.; Director and President, AIM GP Canada Inc. (general partner for limited partnerships); and Van Kampen Advisors, Inc.; Director and Chief Executive Officer, Invesco Trimark Dealer Inc. (registered broker dealer); Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc. |
E-2
Number of | ||||||||||||
Portfolios in | ||||||||||||
Name, Year of Birth | Fund Complex | Other Trusteeship(s) | ||||||||||
and Position(s) Held | Trustee | Principal Occupation(s) During Past 5 | Overseen by | Held by Trustee over | ||||||||
with the Funds | Since | Years | Trustee | Past 5 Years | ||||||||
Wayne W. Whalen(3) — 1939 Trustee | 2010 | Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to certain funds in the Fund Complex. | 158 | Director of the Abraham Lincoln Presidential Library Foundation. | ||||||||
Independent Trustees | ||||||||||||
Bruce L. Crockett — 1944 Trustee and Chair | 2010 | Chairman, Crockett Technology Associates (technology consulting company). Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company). | 140 | ACE Limited (insurance company); and Investment Company Institute. | ||||||||
David C. Arch — 1945 Trustee | 2010 | Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer. | 158 | Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan. | ||||||||
Frank S. Bayley — 1939 Trustee | 2010 | Retired. Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie. | 140 | Director and Chairman, C.D. Stimson Company (a real estate investment company). | ||||||||
James T. Bunch — 1942 Trustee | 2010 | Managing Member, Grumman Hill Group LLC (family office private equity management). Formerly: Founder, Green, Manning & Bunch Ltd. (investment banking firm) (1988-2010); Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation. | 140 | Vice Chairman of Board of Governors, Western Golf Association; Chair Elect of Evans Scholars Foundation and Director, Denver Film Society. | ||||||||
Rodney F. Dammeyer — 1940 Trustee | 2010 | Chairman of CAC, LLC, a private company offering capital investment and management advisory services. Formerly: Prior to January 2004, Director of TeleTech Holdings Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Vice Chairman of Anixter International. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co. | 158 | Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc. |
E-3
Number of | ||||||||||||
Portfolios in | ||||||||||||
Name, Year of Birth | Fund Complex | Other Trusteeship(s) | ||||||||||
and Position(s) Held | Trustee | Principal Occupation(s) During Past 5 | Overseen by | Held by Trustee over | ||||||||
with the Funds | Since | Years | Trustee | Past 5 Years | ||||||||
Albert R. Dowden — 1941 Trustee | 2010 | Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (5 portfolios) (registered investment company); and Homeowners of America Holding Corporation/ Homeowners of America Insurance Company (property casualty company). | 140 | Board of Nature’s Sunshine Products, Inc. | ||||||||
Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company). | ||||||||||||
Jack M. Fields — 1952 Trustee | 2010 | Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit). | 140 | Insperity (formerly known as Administaff). | ||||||||
Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) and member of the U.S. House of Representatives. | ||||||||||||
Carl Frischling — 1937 Trustee | 2010 | Partner, law firm of Kramer Levin Naftalis and Frankel LLP. | 140 | Director, Reich & Tang Funds (6 portfolios). | ||||||||
Prema Mathai-Davis — 1950 Trustee | 2010 | Retired. Formerly: Chief Executive Officer, YWCA of the U.S.A. | 140 | None. | ||||||||
Larry Soll — 1942 Trustee | 2010 | Retired. Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company). | 140 | None. | ||||||||
Hugo F. Sonnenschein — 1940 Trustee | 2010 | Distinguished Service Professor and President Emeritus of the University of Chicago and the Adam Smith Distinguished Service Professor | 158 | Trustee of the University of Rochester and a member of its |
E-4
Number of | ||||||||||||
Portfolios in | ||||||||||||
Name, Year of Birth | Fund Complex | Other Trusteeship(s) | ||||||||||
and Position(s) Held | Trustee | Principal Occupation(s) During Past 5 | Overseen by | Held by Trustee over | ||||||||
with the Funds | Since | Years | Trustee | Past 5 Years | ||||||||
in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago. | investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences. | |||||||||||
Raymond Stickel, Jr. — 1944 Trustee | 2010 | Retired. Formerly, Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche. | 140 | None. |
(1) | Mr. Flanagan is considered an interested person of the Funds because he is an adviser to the board of directors of the Adviser, and an officer and a director of Invesco Ltd., the ultimate parent company of the Adviser. | |
(2) | Mr. Taylor is considered an interested person of the Funds because he is an officer and a director of the Adviser. | |
(3) | Mr. Whalen is considered an interested person of the Funds because he is Of Counsel at the law firm that serves as legal counsel to the Invesco Van Kampen closed-end funds, for which the Adviser also serves as investment adviser. |
Aggregate Dollar Range of Equity | ||||||||||||||||
Dollar Range of | Securities in All Registered | |||||||||||||||
Dollar Range of | Dollar Range of | Equity Securities in | Investment Companies Overseen | |||||||||||||
Equity Securities in | Equity Securities in | Acquiring Fund | by Board Member in Family of | |||||||||||||
Name | OIB | OIC | (OIA) | Investment Companies | ||||||||||||
Interested Trustees | ||||||||||||||||
Martin L. Flanagan | None | None | None | Over $100,000 | ||||||||||||
Philip A. Taylor | None | None | None | None | ||||||||||||
Wayne W. Whalen | None | None | None | Over $100,000 | ||||||||||||
Independent Trustees | ||||||||||||||||
Bruce L. Crockett | None | None | None | Over $100,000 | ||||||||||||
David C. Arch | None | None | None | Over $100,000 | ||||||||||||
Frank S. Bayley | None | None | None | Over $100,000 | ||||||||||||
James T. Bunch | None | None | None | Over $100,000 | ||||||||||||
Rodney Dammeyer | None | None | None | Over $100,000 | ||||||||||||
Albert R. Dowden | None | None | None | Over $100,000 | ||||||||||||
Jack M. Fields | None | None | None | Over $100,000 | ||||||||||||
Carl Frischling | None | None | None | Over $100,000 | ||||||||||||
Prema Mathai-Davis | None | None | None | Over $100,000 | ||||||||||||
Larry Soll | None | None | None | Over $100,000 | ||||||||||||
Hugo F. Sonnenschein | None | None | None | Over $100,000 | ||||||||||||
Raymond Stickel, Jr. | None | None | None | Over $100,000 |
E-5
F-1
F-2
F-3
F-4
G-1
Pension or | Estimated | Total | ||||||||||||||||||||||
Retirement | Annual | Compensation | ||||||||||||||||||||||
Benefits | Benefits from | Before Deferral | ||||||||||||||||||||||
Aggregate | Aggregate | Aggregate | Accrued by | �� | Invesco Funds | from Invesco | ||||||||||||||||||
Compensation | Compensation | Compensation | All Invesco | Upon | Funds Paid to | |||||||||||||||||||
Name of Trustee | from OIA(1) | from OIB(1) | from OIC(1) | Funds(2) | Retirement(3) | Trustee(4) | ||||||||||||||||||
Interested Trustees | ||||||||||||||||||||||||
Martin L. Flanagan | None | None | None | None | None | None | ||||||||||||||||||
Philip A. Taylor | None | None | None | None | None | None | ||||||||||||||||||
Wayne W. Whalen | $ | 1,112 | $ | 1,102 | $ | 1,058 | $ | 304,730 | $ | 195,000 | $ | 399,000 | ||||||||||||
Independent Trustees | ||||||||||||||||||||||||
David C. Arch | 1,171 | 1,161 | 1,114 | 164,973 | 195,000 | 412,250 | ||||||||||||||||||
Frank S. Bayley | 1,339 | 1,326 | 1,273 | 236,053 | 195,000 | 420,000 | ||||||||||||||||||
James T. Bunch | 1,224 | 1,213 | 1,165 | 302,877 | 195,693 | 385,000 | ||||||||||||||||||
Bruce L. Crockett | 2,346 | 2,325 | 2,232 | 227,797 | 195,000 | 693,500 | ||||||||||||||||||
Rodney F. Dammeyer | 1,161 | 1,150 | 1,104 | 290,404 | 195,000 | 412,250 | ||||||||||||||||||
Albert R. Dowden | 1,314 | 1,302 | 1,250 | 296,156 | 195,000 | 415,000 | ||||||||||||||||||
Jack M. Fields | 1,123 | 1,113 | 1,068 | 313,488 | 195,000 | 307,250 | ||||||||||||||||||
Carl Frischling(5) | 1,293 | 1,282 | 1,230 | 233,415 | 195,000 | 356,000 | ||||||||||||||||||
Prema Mathai-Davis | 1,195 | 1,184 | 1,137 | 302,911 | 195,000 | 330,000 | ||||||||||||||||||
Larry Soll | 1,345 | 1,333 | 1,280 | 342,675 | 216,742 | 375,750 | ||||||||||||||||||
Hugo F. Sonnenschein | 1,190 | 1,179 | 1,133 | 290,404 | 195,000 | 412,200 | ||||||||||||||||||
Raymond Stickel, Jr. | 1,415 | 1,402 | 1,346 | 230,451 | 195,000 | 399,250 |
G-2
(1) | For the fiscal year ended February 29, 2012. The total amount of compensation from the Acquiring Fund, OIB and OIC deferred by all Trustees during the fiscal year ended February 29, 2012, including earnings, was $4,320, $4,306 and $4,133, respectively. | |
(2) | For the fiscal year ended December 31, 2011. During the fiscal year ended February 29, 2012, the total amount of expenses allocated to the Acquiring Fund, OIB and OIC in respect of such retirement benefits was $3,487, $3,176 and $1,801, respectively. | |
(3) | For the fiscal year ended December 31, 2011. These amounts represent the estimated annual benefits payable by the Funds upon the Trustees’ retirement and assumes each Trustee serves until his or her normal retirement date. | |
(4) | For the fiscal year ended December 31, 2011. All Trustees, except Messrs. Arch, Dammeyer, Sonnenschein and Whalen, currently serve as Trustees of 140 portfolios in the Fund Complex. Messrs. Arch, Dammeyer, Sonnenschein and Whalen currently serve as Trustees of 158 portfolios in the Fund Complex. | |
(5) | During the fiscal year ended February 29, 2012, OIB paid $1,067, OIC paid $1,015, and the Acquiring Fund paid $1,078 in legal fees to Kramer Levin Naftalis & Frankel LLP for services rendered by such firm as counsel to the Independent Trustees of the Funds. Mr. Frischling is a partner of such firm. |
G-3
Name, Year of Birth and | ||||||
Position(s) Held with the Fund | Officer Since | Principal Occupation(s) During Past 5 Years | ||||
Russell C. Burk — 1958 Senior Vice President and Senior Officer | 2010 | Senior Vice President and Senior Officer, The Invesco Funds. | ||||
John M. Zerr — 1962 Senior Vice President, Chief Legal Officer and Secretary | 2010 | Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) and Van Kampen Exchange Corp.; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Van Kampen Funds Inc. and Chief Legal Officer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust. | ||||
Formerly: Director and Secretary, Van Kampen Advisors Inc.; Director Vice President, Secretary and General Counsel Van Kampen Investor Services Inc.; Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Advisers, Inc.; and Van Kampen Investments Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company). | ||||||
Sheri Morris — 1964 Vice President, Treasurer and Principal Financial Officer | 2010 | Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser). |
H-1
Name, Year of Birth and | ||||||
Position(s) Held with the Fund | Officer Since | Principal Occupation(s) During Past 5 Years | ||||
Formerly: Treasurer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust, Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc. | ||||||
Karen Dunn Kelley — 1960 Vice President | 2010 | Head of Invesco’s World Wide Fixed Income and Cash Management Group; Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) and Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Invesco Mortgage Capital Inc.; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); and President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only). | ||||
Formerly: Senior Vice President, Van Kampen Investments Inc.; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only). | ||||||
Yinka Akinsola — 1977 Anti-Money Laundering Compliance Officer | 2011 | Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.), Invesco Management Group, Inc., The Invesco Funds, Invesco Van Kampen Closed-End Funds, Van Kampen Exchange Corp. and Van Kampen Funds Inc. | ||||
Formerly: Regulatory Analyst III, Financial Industry Regulatory Authority (FINRA). | ||||||
Todd L. Spillane — 1958 Chief Compliance Officer | 2010 | Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds, Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) and Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.). | ||||
Formerly: Chief Compliance Officer, Invesco Van Kampen Closed-End Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Fund Trust; Senior Vice President, Van Kampen Investments Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, |
H-2
Name, Year of Birth and | ||||||
Position(s) Held with the Fund | Officer Since | Principal Occupation(s) During Past 5 Years | ||||
INVESCO Private Capital Investments, Inc. (holding company) and Invesco Private Capital, Inc. (registered investment adviser); Invesco Global Asset Management (N.A.), Inc., Invesco Senior Secured Management, Inc. (registered investment adviser) and Van Kampen Investor Services Inc.; Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company. |
H-3
Non-Audit Fees | ||||||||||||||||||||||||||||
Audit | Audit | All Other | Total Non- | |||||||||||||||||||||||||
Fund | Fiscal Year End | Fees | Related Fees | Tax Fees(1) | Fees | Audit Fees | Total | |||||||||||||||||||||
OIB | 02/29/12 | $ | 31,200 | $ | 0 | $ | 8,100 | $ | 0 | $ | 8,100 | $ | 39,300 | |||||||||||||||
02/28/11 | $ | 29,900 | $ | 0 | $ | 4,300 | $ | 0 | $ | 4,300 | $ | 34,200 | ||||||||||||||||
OIC | 02/29/12 | $ | 31,200 | $ | 0 | $ | 4,100 | $ | 0 | $ | 4,100 | $ | 35,300 | |||||||||||||||
04/01/10 to 02/28/11 | $ | 29,900 | $ | 0 | $ | 4,300 | $ | 0 | $ | 4,300 | $ | 34,200 | ||||||||||||||||
Acquiring Fund (OIA) | 02/29/12 | $ | 31,200 | $ | 0 | $ | 4,300 | $ | 0 | $ | 4,300 | $ | 35,500 | |||||||||||||||
06/01/10 to 02/28/11 | $ | 22,425 | $ | 0 | $ | 2,300 | $ | 0 | $ | 2,300 | $ | 24,725 | ||||||||||||||||
Covered Entities | 02/29/12 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||
02/28/11 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
(1) | Includes fees billed for reviewing tax returns. |
I-1
I-2
Fund | Share Class | Number of Shares Outstanding | ||||||
OIB | Common Shares | 16,184,386 | ||||||
OIC | Common Shares | 8,501,253 | ||||||
OIA | Common Shares | 19,620,473 |
J-1
K-1
June 8, 2012
Invesco Value Municipal Income Trust | NYSE: IIM | |
Invesco Municipal Income Opportunities Trust | NYSE: OIA | |
Invesco Quality Municipal Income Trust | NYSE: IQI | |
Invesco Van Kampen California Value Municipal Income Trust | NYSE: VCV | |
Invesco Van Kampen High Income Trust II | NYSE: VLT | |
Invesco Van Kampen Municipal Opportunity Trust | NYSE: VMO | |
Invesco Van Kampen Trust for Investment Grade New York Municipals | NYSE: VTN | |
Invesco Van Kampen Municipal Trust | NYSE: VKQ |
Following Funds (“Target Funds”):
Invesco Value Municipal Bond Trust | NYSE: IMC | |
Invesco Value Municipal Securities | NYSE: IMS | |
Invesco Value Municipal Trust | NYSE: IMT | |
Invesco Municipal Income Opportunities Trust II | NYSE: OIB | |
Invesco Municipal Income Opportunities Trust III | NYSE: OIC | |
Invesco Quality Municipal Investment Trust | NYSE: IQT | |
Invesco Quality Municipal Securities | NYSE: IQM | |
Invesco California Municipal Income Trust | NYSE: IIC | |
Invesco California Quality Municipal Securities | NYSE: IQC | |
Invesco California Municipal Securities | NYSE: ICS | |
Invesco High Yield Investments Fund, Inc. | NYSE: MSY | |
Invesco Municipal Premium Income Trust | NYSE: PIA | |
Invesco Van Kampen Select Sector Municipal Trust | NYSE MKT: VKL | |
Invesco Van Kampen Trust for Value Municipals | NYSE: VIM | |
Invesco New York Quality Municipal Securities | NYSE: IQN | |
Invesco Van Kampen Massachusetts Value Municipal Income Trust | NYSE MKT: VMV | |
Invesco Van Kampen Ohio Quality Municipal Trust | NYSE: VOQ | |
Invesco Van Kampen Trust for Investment Grade New Jersey Municipals | NYSE: VTJ |
1 | ||||
2 | ||||
3 | ||||
32 | ||||
69 | ||||
69 | ||||
71 | ||||
71 | ||||
71 | ||||
71 | ||||
73 | ||||
73 | ||||
78 | ||||
91 |
Appendix A | Special State-Specific Investment Considerations | |
Appendix B | Ratings of Debt Securities | |
Appendix C | Strategic Transactions; Options and Futures | |
Appendix D | Portfolio Turnover | |
Appendix E | Management Fees | |
Appendix F | Administrative Services Fees | |
Appendix G | Portfolio Managers | |
Appendix H | Brokerage Commissions |
Fund | Annual Report Accession No. | Date Filed | ||
IMC | 0000950123-12-007949 | May 4, 2012 | ||
IMS | 0000950123-12-008022 | May 7, 2012 | ||
IMT | 0000950123-12-007955 | May 4, 2012 | ||
OIB | 0000950123-12-008054 | May 7, 2012 | ||
OIC | 0000950123-12-008028 | May 7, 2012 | ||
IQT | 0000950123-12-007963 | May 4, 2012 | ||
IQM | 0000950123-12-007972 | May 4, 2012 | ||
IIC | 0000950123-12-007954 | May 4, 2012 | ||
IQC | 0000950123-12-007947 | May 4, 2012 | ||
ICS | 0000950123-12-008026 | May 7, 2012 | ||
MSY | 0000950123-12-008048 | May 7, 2012 | ||
PIA | 0000950123-12-007956 | May 4, 2012 | ||
VKL | 0000950123-12-007984 | May 4, 2012 | ||
VIM | 0000950123-12-007986 | May 4, 2012 | ||
IQN | 0000950123-12-007958 | May 4, 2012 | ||
VMV | 0000950123-12-007971 | May 4, 2012 | ||
VOQ | 0000950123-12-007977 | May 4, 2012 | ||
VTJ | 0000950123-12-007987 | May 4, 2012 | ||
IIM | 0000950123-12-007951 | May 4, 2012 | ||
OIA | 0000950123-12-008024 | May 7, 2012 | ||
IQI | 0000950123-12-007961 | May 4, 2012 | ||
VCV | 0000950123-12-007968 | May 4, 2012 | ||
VLT | 0000950123-12-008033 | May 7, 2012 | ||
VMO | 0000950123-12-007973 | May 4, 2012 | ||
VTN | 0000950123-12-007991 | May 4, 2012 | ||
VKQ | 0000950123-12-007976 | May 4, 2012 | ||
Registrant | Post-Effective Amendment Accession No. | Date Filed | ||
AIM Growth Series (Invesco Growth Series) | 0000950123-12-006801 | April 26, 2012 |
- 1 -
Target Funds | Acquiring Funds | |
Invesco Value Municipal Bond Trust (NYSE: IMC) | ||
Formerly: Invesco Insured Municipal Bond Trust (through 1/23/2012); Morgan Stanley Insured Municipal Bond Trust (through 5/6/2010) | ||
Invesco Value Municipal Securities (NYSE: IMS) | Invesco Value Municipal Income Trust (NYSE: IIM) | |
Formerly: Invesco Insured Municipal Securities (through 12/1/2011); Morgan Stanley Insured Municipal Securities (through 5/6/2010) | Formerly: Invesco Insured Municipal Income Trust (through 1/6/2012); Morgan Stanley Insured Municipal Income Trust (through 5/6/2010) | |
Invesco Value Municipal Trust (NYSE: IMT) | ||
Formerly: Invesco Insured Municipal Trust (through 1/19/2012); Morgan Stanley Insured Municipal Trust (through 5/6/2010) | ||
Invesco Municipal Income Opportunities Trust II (NYSE: OIB) | Invesco Municipal Income Opportunities Trust (NYSE: OIA) | |
Formerly: Morgan Stanley Municipal Income Opportunities Trust II (through 5/7/2010) | Formerly: Morgan Stanley Municipal Income Opportunities Trust (through 5/6/2010) | |
Invesco Municipal Income Opportunities Trust III (NYSE: OIC) | ||
Formerly: Morgan Stanley Municipal Income Opportunities Trust III (through 5/7/2010) | ||
Invesco Quality Municipal Investment Trust (NYSE: IQT) | Invesco Quality Municipal Income Trust (NYSE: IQI) | |
Formerly: Morgan Stanley Quality Municipal Investment Trust (through 5/6/2010) | Formerly: Morgan Stanley Quality Municipal Income Trust (through 5/10/2010) | |
Invesco Quality Municipal Securities (NYSE: IQM) | ||
Formerly: Morgan Stanley Quality Municipal Securities (through 5/6/2010) | ||
Invesco California Municipal Income Trust (NYSE: IIC) | Invesco Van Kampen California Value Municipal Income Trust (NYSE: VCV) | |
Formerly: Invesco California Insured Municipal Income Trust (through 1/23/2012); Morgan Stanley California Insured Municipal Income Trust (through 5/6/2010) | Formerly: Van Kampen California Value Municipal Income Trust (through 3/31/2010) | |
Invesco California Quality Municipal Securities (NYSE: IQC) | ||
Formerly: Morgan Stanley California Quality Municipal Securities (through 5/6/2010) |
- 2 -
Target Funds | Acquiring Funds | |
Invesco California Municipal Securities (NYSE: ICS) | ||
Formerly: Invesco Insured California Municipal Securities (through 1/23/2012); Morgan Stanley Insured California Municipal Securities (through 5/6/2010) | ||
Invesco High Yield Investments Fund, Inc. (NYSE: MSY) | Invesco Van Kampen High Income Trust II (NYSE: VLT) | |
Formerly: Morgan Stanley High Yield Fund, Inc. (through 5/27/2010) | Formerly: Van Kampen High Income Trust II (through 5/26/2010) | |
Invesco Municipal Premium Income Trust (NYSE: PIA) | ||
Formerly: Morgan Stanley Municipal Premium Income Trust (through 5/10/2010) | ||
Invesco Van Kampen Select Sector Municipal Trust (NYSE MKT: VKL) | Invesco Van Kampen Municipal Opportunity Trust (NYSE: VMO) | |
Formerly: Van Kampen Select Sector Municipal Trust (through 3/31/2010) | Formerly: Van Kampen Municipal Opportunity Trust (through 3/31/2010) | |
Invesco Van Kampen Trust for Value Municipals (NYSE: VIM) | ||
Formerly: Invesco Van Kampen Trust for Insured Municipals (through 12/16/2011); Van Kampen Trust for Insured Municipals (through 5/10/2010) | ||
Invesco New York Quality Municipal Securities (NYSE: IQN) | Invesco Van Kampen Trust for Investment Grade New York Municipals (NYSE: VTN) | |
Formerly: Morgan Stanley New York Quality Municipal Securities (through 5/6/2010) | Formerly: Van Kampen Trust for Investment Grade New York Municipals (through 4/12/2010) | |
Invesco Van Kampen Massachusetts Value Municipal Income Trust (NYSE MKT: VMV) | ||
Formerly: Van Kampen Massachusetts Value Municipal Income Trust (through 3/31/2010) | ||
Invesco Van Kampen Ohio Quality Municipal Trust (NYSE: VOQ) | Invesco Van Kampen Municipal Trust (NYSE: VKQ) | |
Formerly: Van Kampen Ohio Quality Municipal Trust (through 3/31/2010) | Formerly: Van Kampen Municipal Trust (through 4/21/2010) | |
Invesco Van Kampen Trust for Investment Grade New Jersey Municipals (NYSE: VTJ) | ||
Formerly: Van Kampen Trust for Investment Grade New Jersey Municipals (through 3/31/2010) |
- 3 -
IIM | OIA | IQI | VCV | VLT | VMO | VTN | VKQ | |||||||||
Debt Investments: | ||||||||||||||||
U.S. Government Obligations | X | X | X | X | X | X | X | X | ||||||||
Temporary Investments | X | X | X | X | X | X | X | X | ||||||||
Collateralized Debt Obligations (CDOs) | X | |||||||||||||||
Collateralized Loan Obligations (CLOs) | X | |||||||||||||||
Credit Linked Notes (CLNs) | X | |||||||||||||||
Bank Instruments | X | X | X | X | X | X | X | |||||||||
Commercial Instruments | X | X | X | X | X | X | ||||||||||
Synthetic Municipal Instruments | X | X | X | X | X | X | X | |||||||||
Municipal Securities | X | X | X | X | X | X | X | |||||||||
Municipal Lease Obligations | X | X | X | X | X | X | X | |||||||||
Investment Grade Debt Obligations | X | X | X | X | X | X | X | X | ||||||||
Non-Investment Grade Debt Obligations (Junk Bonds) | X | X | X | X | X | X | X | X | ||||||||
Loans, Loan Participations and Assignments | X | |||||||||||||||
Public Bank Loans | ||||||||||||||||
Structured Notes and Indexed Securities | X | |||||||||||||||
U.S. Corporate Debt Obligations | X | |||||||||||||||
Equity Investments: | ||||||||||||||||
Common Stock | X | |||||||||||||||
Preferred Stock | X | |||||||||||||||
Convertible Securities | X | |||||||||||||||
Foreign Investments: | ||||||||||||||||
Foreign Securities | X | |||||||||||||||
Foreign Government Obligations | X | |||||||||||||||
Foreign Exchange Transactions | X | |||||||||||||||
Floating Rate Corporate Loans and Corporate Debt Securities of Non-U.S. Borrowers | X | |||||||||||||||
Other Investments: | ||||||||||||||||
Exchange-Traded Funds (ETFs) | X | |||||||||||||||
Other Investment Companies | X | X | X | X | X | X | X | |||||||||
Limited Partnerships | ||||||||||||||||
Defaulted Securities | X |
- 4 -
IIM | OIA | IQI | VCV | VLT | VMO | VTN | VKQ | |||||||||
Municipal Forward Contracts | X | X | X | X | X | X | X | |||||||||
Variable or Floating Rate Instruments | X | X | X | X | X | X | X | X | ||||||||
Inverse Floating Rate Obligations | X | X | X | X | X | X | X | |||||||||
Zero Coupon and Pay-in-Kind Securities | X | X | X | X | X | X | X | X | ||||||||
Premium Securities | X | X | X | X | X | X | X | |||||||||
Participation Notes | X | X | X | X | X | X | X | |||||||||
Investment Techniques: | ||||||||||||||||
Forward Commitments, When-Issued and Delayed Securities | X | X | X | X | X | X | X | X | ||||||||
Borrowing | X | X | X | X | X | X | X | X | ||||||||
Lending Portfolio Securities | X | |||||||||||||||
Repurchase Agreements | X | X | X | X | X | X | X | X | ||||||||
Restricted and Illiquid Securities | X | X | X | X | X | X | X | X | ||||||||
Reverse Repurchase Agreements | X | X | X | X | X | X | X | X | ||||||||
Standby Commitments | X | |||||||||||||||
Derivatives: | ||||||||||||||||
Swap Agreements | X | X | X | X | X | X | ||||||||||
Interest Rate Locks | X | X | X | X | X | X | X | |||||||||
Options | X | X | X | X | X | X | X | X | ||||||||
Warrants | ||||||||||||||||
Rights | ||||||||||||||||
Futures Contracts | X | X | X | X | X | X | X | X | ||||||||
Forward Currency Contracts | X |
IMC | IMS | IMT | OIB | OIC | IQT | IQM | IIC | IQC | ||||||||||||
Debt Investments: | ||||||||||||||||||||
U.S. Government Obligations | X | X | X | X | X | X | X | X | X | |||||||||||
Temporary Investments | X | X | X | X | X | X | X | X | X | |||||||||||
Collateralized Debt Obligations (CDOs) | X | X | ||||||||||||||||||
Collateralized Loan Obligations (CLOs) | X | X | ||||||||||||||||||
Credit Linked Notes (CLNs) | X | X | ||||||||||||||||||
Bank Instruments | X | X | X | X | X | X | X | X | X | |||||||||||
Commercial Instruments | X | X | X | X | X | X | X | |||||||||||||
Synthetic Municipal Instruments | X | X | X | X | X | X | X | X | X | |||||||||||
Municipal Securities | X | X | X | X | X | X | X | X | X | |||||||||||
Municipal Lease Obligations | X | X | X | X | X | X | X | X | X | |||||||||||
Investment Grade Debt Obligations | X | X | X | X | X | X | X | X | X | |||||||||||
Non-Investment Grade Debt Obligations (Junk Bonds) | X | X | X | X | X | X | X | X | X | |||||||||||
Loans, Loan Participations and Assignments | ||||||||||||||||||||
Public Bank Loans | ||||||||||||||||||||
Structured Notes and Indexed Securities | X | X | ||||||||||||||||||
U.S. Corporate Debt Obligations | ||||||||||||||||||||
Equity Investments: | ||||||||||||||||||||
Common Stock |
- 5 -
IMC | IMS | IMT | OIB | OIC | IQT | IQM | IIC | IQC | ||||||||||||
Preferred Stock | ||||||||||||||||||||
Convertible Securities | ||||||||||||||||||||
Foreign Investments: | ||||||||||||||||||||
Foreign Securities | ||||||||||||||||||||
Foreign Government Obligations | ||||||||||||||||||||
Foreign Exchange Transactions | ||||||||||||||||||||
Floating Rate Corporate Loans and Corporate Debt Securities of Non-U.S. Borrowers | ||||||||||||||||||||
Other Investments: | ||||||||||||||||||||
Exchange-Traded Funds (ETFs) | X | X | ||||||||||||||||||
Other Investment Companies | X | X | X | X | X | |||||||||||||||
Limited Partnerships | ||||||||||||||||||||
Defaulted Securities | X | X | ||||||||||||||||||
Municipal Forward Contracts | X | X | X | X | X | X | X | X | X | |||||||||||
Variable or Floating Rate Instruments | X | X | X | X | X | X | X | X | X | |||||||||||
Inverse Floating Rate Obligations | X | X | X | X | X | X | X | X | X | |||||||||||
Zero Coupon and Pay-in-Kind Securities | X | X | X | X | X | X | X | X | X | |||||||||||
Premium Securities | X | X | X | X | X | X | X | X | X | |||||||||||
Participation Notes | X | X | X | X | X | X | X | X | X | |||||||||||
Investment Techniques: | ||||||||||||||||||||
Forward Commitments, When-Issued and Delayed Securities | X | X | X | X | X | X | X | X | X | |||||||||||
Borrowing | X | X | X | X | X | X | X | X | X | |||||||||||
Lending Portfolio Securities | ||||||||||||||||||||
Repurchase Agreements | X | X | X | X | X | X | X | X | X | |||||||||||
Restricted and Illiquid Securities | X | X | X | X | X | X | X | X | X | |||||||||||
Reverse Repurchase Agreements | X | X | X | X | X | X | X | X | X | |||||||||||
Standby Commitments | ||||||||||||||||||||
Derivatives: | ||||||||||||||||||||
Swap Agreements | X | X | X | X | ||||||||||||||||
Interest Rate Locks | X | X | X | X | X | X | X | X | X | |||||||||||
Options | X | X | X | X | X | X | X | X | X | |||||||||||
Warrants | ||||||||||||||||||||
Rights | ||||||||||||||||||||
Futures Contracts | X | X | X | X | X | X | X | X | X | |||||||||||
Forward Currency Contracts |
ICS | MSY | PIA | VKL | VIM | IQN | VMV | VOQ | VTJ | ||||||||||||
Debt Investments: | ||||||||||||||||||||
U.S. Government Obligations | X | X | X | X | X | X | X | X | X | |||||||||||
Temporary Investments | X | X | X | X | X | X | X | X | X | |||||||||||
Collateralized Debt Obligations (CDOs) | ||||||||||||||||||||
Collateralized Loan Obligations (CLOs) | ||||||||||||||||||||
Credit Linked Notes (CLNs) | ||||||||||||||||||||
Bank Instruments | X | X | X | X | X | X | X | X | X | |||||||||||
Commercial Instruments | X | X | X | X | X | X | X | |||||||||||||
Synthetic Municipal Instruments | X | X | X | X | X | X | X | X |
- 6 -
ICS | MSY | PIA | VKL | VIM | IQN | VMV | VOQ | VTJ | ||||||||||||
Municipal Securities | X | X | X | X | X | X | X | X | ||||||||||||
Municipal Lease Obligations | X | X | X | X | X | X | X | X | ||||||||||||
Investment Grade Debt Obligations | X | X | X | X | X | X | X | X | X | |||||||||||
Non-Investment Grade Debt Obligations (Junk Bonds) | X | X | X | X | X | X | X | X | X | |||||||||||
Loans, Loan Participations and Assignments | X | |||||||||||||||||||
Public Bank Loans | X | |||||||||||||||||||
Structured Notes and Indexed Securities | ||||||||||||||||||||
U.S. Corporate Debt Obligations | X | |||||||||||||||||||
Equity Investments: | ||||||||||||||||||||
Common Stock | X | |||||||||||||||||||
Preferred Stock | X | |||||||||||||||||||
Convertible Securities | X | |||||||||||||||||||
Foreign Investments: | ||||||||||||||||||||
Foreign Securities | X | |||||||||||||||||||
Foreign Government Obligations | X | |||||||||||||||||||
Foreign Exchange Transactions | ||||||||||||||||||||
Floating Rate Corporate Loans and Corporate Debt Securities of Non-U.S. Borrowers | X | |||||||||||||||||||
Other Investments: | ||||||||||||||||||||
Exchange-Traded Funds (ETFs) | ||||||||||||||||||||
Other Investment Companies | X | X | X | X | X | X | X | X | X | |||||||||||
Limited Partnerships | X | |||||||||||||||||||
Defaulted Securities | X | |||||||||||||||||||
Municipal Forward Contracts | X | X | X | X | X | X | X | X | ||||||||||||
Variable or Floating Rate Instruments | X | X | X | X | X | X | X | X | ||||||||||||
Inverse Floating Rate Obligations | X | X | X | X | X | X | X | X | ||||||||||||
Zero Coupon and Pay-in-Kind Securities | X | X | X | X | X | X | X | X | X | |||||||||||
Premium Securities | X | X | X | X | X | X | X | X | ||||||||||||
Participation Notes | X | X | X | X | X | X | X | X | ||||||||||||
Investment Techniques: | ||||||||||||||||||||
Forward Commitments, When-Issued and Delayed Securities | X | X | X | X | X | X | X | X | X | |||||||||||
Borrowing | X | X | X | X | X | X | X | X | X | |||||||||||
Lending Portfolio Securities | ||||||||||||||||||||
Repurchase Agreements | X | X | X | X | X | X | X | X | ||||||||||||
Restricted and Illiquid Securities | X | X | X | X | X | X | X | X | X | |||||||||||
Reverse Repurchase Agreements | X | X | X | X | X | X | X | X | X | |||||||||||
Standby Commitments | X | |||||||||||||||||||
Derivatives: | ||||||||||||||||||||
Swap Agreements | X | X | X | X | X | X | ||||||||||||||
Interest Rate Locks | X | X | X | X | X | X | X | X | ||||||||||||
Options | X | X | X | X | X | X | X | X | X | |||||||||||
Warrants | X | |||||||||||||||||||
Rights | X | |||||||||||||||||||
Futures Contracts | X | X | X | X | X | X | X | X | X | |||||||||||
Forward Currency Contracts | X |
- 7 -
- 8 -
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• | Bond Anticipation Notes usually are general obligations of state and local governmental issuers which are sold to obtain interim financing for projects that will eventually be funded through the sale of long-term debt obligations or bonds. | ||
• | Tax Anticipation Notes are issued by state and local governments to finance the current operations of such governments. Repayment is generally to be derived from specific future tax revenues. Tax anticipation notes are usually general obligations of the issuer. | ||
• | Revenue Anticipation Notes are issued by governments or governmental bodies with the expectation that future revenues from a designated source will be used to repay the notes. In general, they also constitute general obligations of the issuer. | ||
• | Tax-Exempt Commercial Paper (“Municipal Paper”) is similar to taxable commercial paper, except that tax-exempt commercial paper is issued by states, municipalities and their agencies. |
- 10 -
- 11 -
(i) | general economic and financial conditions; |
(ii) | the specific issuer’s (a) business and management, (b) cash flow, (c) earnings coverage of interest and dividends, (d) ability to operate under adverse economic conditions, (e) fair market value of assets, and (f) in the case of foreign issuers, unique political, economic or social conditions applicable to such issuer’s country; and |
(iii) | other considerations deemed appropriate. |
- 12 -
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- 17 -
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- 20 -
- 21 -
- 22 -
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- 25 -
- 26 -
- 27 -
- 28 -
- 29 -
- 30 -
- 31 -
1. | As to 75% of its total assets, invest more than 5% of the value of its total assets in the securities of any one issuer. This limitation shall not apply to obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities or to the investment of 25% of the Fund’s total assets. | |
2. | Invest 25% or more of the value of its total assets in securities of issuers in any one industry; provided, however, that such limitations shall not be applicable to Municipal Obligations issued by governments or political subdivisions of governments, and obligations issued or guaranteed by the United States Government, its agencies or instrumentalities. In addition, the Fund reserves the right to invest 25% or more of its assets in any of the following types of Municipal Obligations, provided that the percentage of the Fund’s total assets in private activity bonds in any one category does not exceed 25% of the Fund’s total assets: health facility obligations, housing obligations, single family mortgage revenue bonds, industrial revenue obligations (including pollution control obligations), electric utility obligations, airport facility revenue obligations, water and sewer obligations, university and college revenue obligations, bridge authority and toll road obligations and resource recovery obligations. | |
3. | Purchase or sell real estate or interests therein, although it may purchase securities secured by real estate or interests therein. This shall not prohibit the Fund from purchasing, holding and selling real estate acquired as a result of the ownership of such securities. | |
4. | Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments; provided that this restriction shall not prohibit the Fund from purchasing or selling options, futures contracts and related options thereon, forward contracts, swaps, caps, floors, collars and any other financial instruments or from investing in securities or other instruments backed by physical commodities or as otherwise permitted by (i) the Investment Company Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Investment Company Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the Investment Company Act, as amended from time to time. | |
5. | Borrow money, except that the Fund may borrow money to the extent permitted by (i) the Investment Company Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Investment Company Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the Investment Company Act, as amended from time to time. | |
6. | Issue senior securities, except the Fund may issue senior securities to the extent permitted by (i) the Investment Company Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the |
- 32 -
Investment Company Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the Investment Company Act, as amended from time to time. |
7. | Make loans of money or property to any person, except (a) to the extent that securities or interests in which the Fund may invest are considered to be loans, (b) through the loan of portfolio securities, (c) by engaging in repurchase agreements or (d) as may otherwise be permitted by (i) the Investment Company Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Investment Company Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the Investment Company Act, as amended from time to time. | |
8. | Engage in the underwriting of securities, except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933 in disposing of a portfolio security. | |
9. | Invest in a manner inconsistent with its classification as a “diversified company” as provided by (i) the Investment Company Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Investment Company Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the Investment Company Act, as amended from time to time. |
1. | Invest more than 5% of the value of its total assets in the securities of any one issuer. This limitation shall not apply to obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities or to the investment of 25% of the Fund’s total assets. | |
2. | Invest 25% or more of the value of its total assets in securities of issuers in any one industry; provided, however, that such limitations shall not be applicable to Municipal Obligations issued by governments or political subdivisions of governments, and obligations issued or guaranteed by the United States Government, its agencies or instrumentalities. In addition, the Fund reserves the right to invest 25% or more of its assets in any of the following types of Municipal Obligations, provided that the percentage of the Fund’s total assets in private activity bonds in any one category does not exceed 25% of the Fund’s total assets: health facility obligations, housing obligations, single family mortgage revenue bonds, industrial revenue obligations (including pollution control obligations), electric utility obligations, airport facility revenue obligations, water and sewer obligations, university and college revenue obligations, bridge authority and toll road obligations and resource recovery obligations. | |
3. | Purchase or sell real estate or interests therein, although it may purchase securities secured by real estate or interests therein. This shall not prohibit the Fund from purchasing, holding and selling real estate acquired as a result of the ownership of such securities. | |
4. | Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments; provided that this restriction shall not prohibit the Fund from purchasing or selling options, futures contracts and related options thereon, forward contracts, swaps, caps, floors, collars and any other financial instruments or from investing in securities or other instruments backed by physical commodities or as otherwise permitted by (i) the Investment Company Act, as amended from time to time, (ii) the rules and |
- 33 -
regulations promulgated by the SEC under the Investment Company Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the Investment Company Act, as amended from time to time. |
5. | Borrow money, except that the Fund may borrow money to the extent permitted by (i) the Investment Company Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Investment Company Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the Investment Company Act, as amended from time to time. | |
6. | Issue senior securities, except the Fund may issue senior securities to the extent permitted by (i) the Investment Company Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Investment Company Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the Investment Company Act, as amended from time to time. | |
7. | Make loans of money or property to any person, except (a) to the extent that securities or interests in which the Fund may invest are considered to be loans, (b) through the loan of portfolio securities, (c) by engaging in repurchase agreements or (d) as may otherwise be permitted by (i) the Investment Company Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Investment Company Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the Investment Company Act, as amended from time to time. | |
8. | Engage in the underwriting of securities, except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933 in disposing of a portfolio security. | |
9. | Invest in a manner inconsistent with its classification as a “diversified company” as provided by (i) the Investment Company Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Investment Company Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the Investment Company Act, as amended from time to time. |
1. | Invest in a manner inconsistent with its classification as a “diversified company” as provided by (i) the Investment Company Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Investment Company Act, as amended from time to time, or (iii) an exemption order relief applicable to the Fund from the provisions of the Investment Company Act, as amended from time to time. | |
2. | Invest 25% or more of the value of its total assets in securities of issuers in any one industry; provided, however, that such limitations shall not be applicable to Municipal Obligations issued by governments or political subdivisions of governments, and obligations issued or guaranteed by the United States Government, its agencies or instrumentalities. In addition, the Fund reserves the right to invest 25% or more of its assets in any of the following types of Municipal Obligations, provided that the percentage of the Fund’s total assets in private activity bonds in any one category does not exceed 25% of the Fund’s total assets: health facility obligations, housing obligations, single family mortgage revenue bonds, industrial revenue obligations (including pollution control obligations), electric utility obligations, airport facility revenue obligations, water |
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and sewer obligations, university and college revenue obligations, bridge authority and toll road obligations and resource recovery obligations. |
3. | Purchase or sell real estate or interests therein, although it may purchase securities secured by real estate or interests therein. This shall not prohibit the Fund from purchasing, holding and selling real estate acquired as a result of the ownership of such securities. | |
4. | Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments; provided that this restriction shall not prohibit the Fund from purchasing or selling options, futures contracts and related options thereon, forward contracts, swaps, caps, floors, collars and any other financial instruments or from investing in securities or other instruments backed by physical commodities or as otherwise permitted by (i) the Investment Company Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Investment Company Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the Investment Company Act, as amended from time to time. | |
5. | Borrow money, except the Fund may borrow money to the extent permitted by (i) the Investment Company Act, as amended from time to time, (ii) the rules and regulation promulgated by the SEC under the Investment Company Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the Investment Company Act, as amended from time to time. | |
6. | Issue senior securities, except the Fund may issue senior securities to the extent permitted by (i) the Investment Company Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Investment Company Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the Investment Company Act, as amended from time to time. | |
7. | Make loans of money or property to any person, except (a) to the extent that securities or interests in which the Fund may invest are considered to be loans, (b) through the loan of portfolio securities, (c) by engaging in repurchase agreements or (d) as may otherwise be permitted by (i) the Investment Company Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Investment Company Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the Investment Company Act, as amended from time to time. | |
8. | Engage in the underwriting of securities, except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933 in disposing of a portfolio security. |
1. | Invest in a manner inconsistent with its classification as a “diversified company” as provided by (i) the Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the Act, as amended from time to time. |
2. | Invest 25% or more of the value of its total assets in securities of issuers in any one industry; provided, however, that such limitations shall not be applicable to Municipal Obligations issued by governments or |
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political subdivisions of governments, and obligations issued or guaranteed by the United States Government, its agencies or instrumentalities. In addition, the Fund reserves the right to invest 25% or more of its assets in any of the following types of Municipal Obligations, provided that the percentage of the Fund’s total assets in private activity bonds in any one category does not exceed 25% of the Fund’s total assets: health facility obligations, housing obligations, single family mortgage revenue bonds, industrial revenue obligations (including pollution control obligations), electric utility obligations, airport facility revenue obligations, water and sewer obligations, university and college revenue obligations, bridge authority and toll road obligations and resource recovery obligations. |
3. | Purchase or sell real estate or interests therein, although it may purchase securities secured by real estate or interests therein. This shall not prohibit the Fund from purchasing, holding and selling real estate acquired as a result of the ownership of such securities. | |
4. | Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments; provided that this restriction shall not prohibit the Fund from purchasing or selling options, futures contracts and related options thereon, forward contracts, swaps, caps, floors, collars and any other financial instruments or from investing in securities or other instruments backed by physical commodities or as otherwise permitted by (i) the Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the Act, as amended from time to time. | |
5. | Borrow money, except the Fund may borrow money to the extent permitted by (i) the Investment Company Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the Act, as amended from time to time. | |
6. | Issue senior securities, except the Fund may issue senior securities to the extent permitted by (i) the Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the Act, as amended from time to time. | |
7. | Make loans of money or property to any person, except (a) to the extent that securities or interests in which the Fund may invest are considered to be loans, (b) through the loan of portfolio securities, (c) by engaging in repurchase agreements or (d) as may otherwise be permitted by (i) the Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the Act, as amended from time to time. | |
8. | Engage in the underwriting of securities, except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933 in disposing of a portfolio security. |
1. | Invest more than 5% of the value of its total assets in the securities of any one issuer, except that this limitation shall not apply to obligations issued or guaranteed by the United States Government, its agencies or instrumentalities or to the investment of 25% of the Fund’s total assets. |
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2. | Purchase more than 10% of all outstanding taxable debt securities of any one issuer (other than obligations issued, or guaranteed as to principal and interest, by the United States Government, its agencies or instrumentalities). | |
3. | Invest 25% or more of the value of its total assets in securities of issuers in any one industry; provided, however, that such limitations shall not be applicable to Municipal Obligations issued by governments or political subdivisions of governments, and obligations issued or guaranteed by the United States Government, its agencies or instrumentalities. In addition, the Fund reserves the right to invest 25% or more of its assets in any of the following types of Municipal Obligations, provided that the percentage of the Fund’s total assets in private activity bonds in any one category does not exceed 25% of the Fund’s total assets: health facility obligations, housing obligations, single family mortgage revenue bonds, industrial revenue obligations (including pollution control obligations), electric utility obligations, airport facility revenue obligations, water and sewer obligations, university and college revenue obligations, bridge authority and toll road obligations and resource recovery obligations. | |
4. | Invest more than 5% of the value of its total assets in taxable securities of issuers having a record, together with predecessors, of less than three years of continuous operation. This restriction shall not apply to any obligation of the United States Government, its agencies or instrumentalities. | |
5. | Invest in common stock. | |
6. | Invest in securities of any issuer if, to the knowledge of the Fund, any officer or trustee of the Fund or any officer or director of the Adviser or Administrator owns more than 1/2 of 1% of the outstanding securities of such issuer, and such officers, trustees and directors who own more than 1/2 of 1% own in the aggregate more than 5% of the outstanding securities of such issuer. | |
7. | Purchase or sell real estate or interests therein, although it may purchase securities secured by real estate or interests therein. This shall not prohibit the Fund from purchasing, holding and selling real estate acquired as a result of the ownership of such securities. | |
8. | Purchase or sell commodities except that the Fund may purchase or sell financial futures contracts and related options thereon. | |
9. | Purchase oil, gas or other mineral leases, rights or royalty contracts, or exploration or development programs. | |
10. | Write, purchase or sell puts, calls, or combinations thereof, except for options on futures contracts or options on debt securities. | |
11. | Purchase securities of other investment companies, except in connection with a merger, consolidation, reorganization or acquisition of assets. | |
12. | Borrow money, except that the Fund may borrow from a bank for temporary or emergency purposes or for repurchase of its shares provided that immediately after such borrowing the amount borrowed does not exceed 33 1/3% of the value of its total assets (including the amount borrowed) less its liabilities (not including any borrowings but including the fair market value at the time of computation of any other senior securities which are outstanding at the time). | |
13. | Pledge its assets or assign or otherwise encumber them except to secure borrowings effected within the limitations set forth in Restriction 12. However, for the purpose of this restriction, collateral arrangements with respect to the writing of options and collateral arrangements with respect to initial margin for futures are not deemed to be pledges of assets. | |
14. | Issue senior securities as defined in the Act, except insofar as the Fund may be deemed to have issued a senior security by reason of: (a) entering into any repurchase agreement; (b) purchasing any securities on a when-issued or delayed delivery basis; (c) purchasing or selling any financial futures contracts; (d) borrowing money in accordance with restrictions described above; or (e) lending portfolio securities. In interpreting this |
- 37 -
restriction, collateral arrangements with respect to the writing of options and collateral arrangements with respect to initial margin for futures are not deemed to be pledges of assets and neither such arrangements nor the purchase or sale of futures are deemed to be the issuance of a senior security. |
15. | Make loans of money or securities, except: (a) by the purchase of debt obligations in which the Fund may invest consistent with its investment objective and policies; (b) by investment in repurchase agreements (provided that no more than 10% of the Fund’s total assets will be invested in repurchase agreements that do not mature within seven days); and (c) by lending its portfolio securities (provided that the Fund may not lend its portfolio securities in excess of 25% of its total assets). | |
16. | Make short sales of securities. | |
17. | Purchase securities on margin, except for such short-term loans as are necessary for the clearance of purchases of portfolio securities. | |
18. | Engage in the underwriting of securities, except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933 in disposing of a portfolio security. | |
19. | Invest for the purpose of exercising control or management of any other issuer. | |
20. | Invest over 10% of its total assets in restricted securities. |
1. | Invest more than 5% of the value of its total assets in the securities of any one issuer, except that this limitation shall not apply to obligations issued or guaranteed by the United States Government, its agencies or instrumentalities or to the investment of 25% of the Fund’s total assets. | |
2. | Purchase more than 10% of all outstanding taxable debt securities of any one issuer (other than obligations issued, or guaranteed as to principal and interest, by the United States Government, its agencies or instrumentalities). | |
3. | Invest 25% or more of the value of its total assets in securities of issuers in any one industry; provided, however, that such limitations shall not be applicable to Municipal Obligations issued by governments or political subdivisions of governments, and obligations issued or guaranteed by the United States Government, its agencies or instrumentalities. In addition, the Fund reserves the right to invest 25% or more of its assets in any of the following types of Municipal Obligations, provided that the percentage of the Fund’s total assets in private activity bonds in any one category does not exceed 25% of the Fund’s total assets: health facility obligations, housing obligations, single family mortgage revenue bonds, industrial revenue obligations (including pollution control obligations), electric utility obligations, airport facility revenue obligations, water and sewer obligations, university and college revenue obligations, bridge authority and toll road obligations and resource recovery obligations. |
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4. | Invest more than 5% of the value of its total assets in taxable securities of issuers having a record, together with predecessors, of less than three years of continuous operation. This restriction shall not apply to any obligation of the United States Government, its agencies or instrumentalities. | |
5. | Invest in common stock. | |
6. | Invest in securities of any issuer if, to the knowledge of the Fund, any officer or trustee of the Fund or any officer or director of the Adviser or administrator owns more than 1/2 of 1% of the outstanding securities of such issuer, and such officers, trustees and directors who own more than 1/2 of 1% own in the aggregate more than 5% of the outstanding securities of such issuer. | |
7. | Purchase or sell real estate or interests therein, although it may purchase securities secured by real estate or interests therein. This shall not prohibit the Fund from purchasing, holding and selling real estate acquired as a result of the ownership of such securities. | |
8. | Purchase or sell commodities except that the Fund may purchase or sell financial futures contracts and related options thereon. | |
9. | Purchase oil, gas or other mineral leases, rights or royalty contracts, or exploration or development programs. | |
10. | Write, purchase or sell puts, calls, or combinations thereof, except for options on futures contracts or options on debt securities. | |
11. | Purchase securities of other investment companies, except in connection with a merger, consolidation, reorganization or acquisition of assets or, by purchase in the open market of securities of closed-end investment companies where no underwriter’s or dealer’s commission or profit, other than customary broker’s commission, is involved and only if immediately thereafter not more than (i) 5% of the Fund’s total assets, taken at market value, would be invested in any one such company and (ii) 10% of the Fund’s total assets, taken at market value, would be invested in such securities. | |
12. | Borrow money, except that the Fund may borrow from a bank for temporary or emergency purposes or for repurchase of its shares provided that immediately after such borrowing the amount borrowed does not exceed 33 1/3% of the value of its total assets (including the amount borrowed) less its liabilities (not including any borrowings but including the fair market value at the time of computation of any other senior securities which are outstanding at the time). | |
13. | Pledge its assets or assign or otherwise encumber them except to secure borrowings effected within the limitations set forth in Restriction 12. However, for the purpose of this restriction, collateral arrangements with respect to the writing of options and collateral arrangements with respect to initial margin for futures are not deemed to be pledges of assets. | |
14. | Issue senior securities as defined in the Act, except insofar as the Fund may be deemed to have issued a senior security by reason of: (a) entering into any repurchase agreement; (b) purchasing any securities on a when-issued or delayed delivery basis; (c) purchasing or selling any financial futures contracts; (d) borrowing money in accordance with restrictions described above; or (e) lending portfolio securities. In interpreting this restriction, collateral arrangements with respect to the writing of options and collateral arrangements with respect to initial margin for futures are not deemed to be pledges of assets and neither such arrangements nor the purchase or sale of futures are deemed to be the issuance of a senior security. | |
15. | Make loans of money or securities, except: (a) by the purchase of debt obligations in which the Fund may invest consistent with its investment objective and policies; (b) by investment in repurchase agreements (provided that no more than 10% of the Fund’s total assets will be invested in repurchase agreements that do not mature within seven days); and (c) by lending its portfolio securities (provided that the Fund may not lend its portfolio securities in excess of 25% of its total assets). | |
16. | Make short sales of securities. |
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17. | Purchase securities on margin, except for such short-term loans as are necessary for the clearance of purchases of portfolio securities. | |
18. | Engage in the underwriting of securities, except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933 in disposing of a portfolio security. | |
19. | Invest for the purpose of exercising control or management of any other issuer. | |
20. | Invest over 10% of its total assets in restricted securities. |
1. | Invest more than 5% of the value of its total assets in the securities of any one issuer, except that this limitation shall not apply to obligations issued or guaranteed by the United States Government, its agencies or instrumentalities or to the investment of 25% of the Fund’s total assets. | |
2. | Purchase more than 10% of all outstanding taxable debt securities of any one issuer (other than obligations issued, or guaranteed as to principal and interest, by the United States Government, its agencies or instrumentalities). | |
3. | Invest 25% or more of the value of its total assets in securities of issuers in any one industry; provided, however, that such limitations shall not be applicable to Municipal Obligations issued by governments or political subdivisions of governments, and obligations issued or guaranteed by the United States Government, its agencies or instrumentalities. In addition, the Fund reserves the right to invest 25% or more of its assets in any of the following types of Municipal Obligations, provided that the percentage of the Fund’s total assets in private activity bonds in any one category does not exceed 25% of the Fund’s total assets: health facility obligations, housing obligations, single family mortgage revenue bonds, industrial revenue obligations (including pollution control obligations), electric utility obligations, airport facility revenue obligations, water and sewer obligations, university and college revenue obligations, bridge authority and toll road obligations and resource recovery obligations. | |
4. | Invest more than 5% of the value of its total assets in taxable securities of issuers having a record, together with predecessors, of less than three years of continuous operation. This restriction shall not apply to any obligation of the United States Government, its agencies or instrumentalities. | |
5. | Invest in common stock. | |
6. | Invest in securities of any issuer if, to the knowledge of the Fund, any officer or trustee of the Fund or any officer or director of the Adviser or administrator owns more than 1/2 of 1% of the outstanding securities of such issuer, and such officers, trustees and directors who own more than 1/2 of 1% own in the aggregate more than 5% of the outstanding securities of such issuer. | |
7. | Purchase or sell real estate or interests therein, although it may purchase securities secured by real estate or interests therein. This shall not prohibit the Fund from purchasing, holding and selling real estate acquired as a result of the ownership of such securities. |
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8. | Purchase or sell commodities except that the Fund may purchase or sell financial futures contracts and related options thereon. | |
9. | Purchase oil, gas or other mineral leases, rights or royalty contracts, or exploration or development programs. | |
10. | Write, purchase or sell puts, calls, or combinations thereof, except for options on futures contracts or options on debt securities. | |
11. | Purchase securities of other investment companies, except in connection with a merger, consolidation, reorganization or acquisition of assets or, by purchase in the open market of securities of closed-end investment companies where no underwriter’s or dealer’s commission or profit, other than customary broker’s commission, is involved and only if immediately thereafter not more than (i) 5% of the Fund’s total assets, taken at market value, would be invested in any one such company and (ii) 10% of the Fund’s total assets, taken at market value, would be invested in such securities. | |
12. | Borrow money, except that the Fund may borrow from a bank for temporary or emergency purposes or for repurchase of its shares provided that immediately after such borrowing the amount borrowed does not exceed 33 1/3% of the value of its total assets (including the amount borrowed) less its liabilities (not including any borrowings but including the fair market value at the time of computation of any other senior securities which are outstanding at the time). | |
13. | Pledge its assets or assign or otherwise encumber them except to secure borrowings effected within the limitations set forth in Restriction 12. However, for the purpose of this restriction, collateral arrangements with respect to the writing of options and collateral arrangements with respect to initial margin for futures are not deemed to be pledges of assets. | |
14. | Issue senior securities as defined in the Act, except insofar as the Fund may be deemed to have issued a senior security by reason of: (a) entering into any repurchase agreement; (b) purchasing any securities on a when-issued or delayed delivery basis; (c) purchasing or selling any financial futures contracts; (d) borrowing money in accordance with restrictions described above; or (e) lending portfolio securities. In interpreting this restriction, collateral arrangements with respect to the writing of options and collateral arrangements with respect to initial margin for futures are not deemed to be pledges of assets and neither such arrangements nor the purchase or sale of futures are deemed to be the issuance of a senior security. | |
15. | Make loans of money or securities, except: (a) by the purchase of debt obligations in which the Fund may invest consistent with its investment objective and policies; (b) by investment in repurchase agreements (provided that no more than 10% of the Fund’s total assets will be invested in repurchase agreements that do not mature within seven days); and (c) by lending its portfolio securities (provided that the Fund may not lend its portfolio securities in excess of 25% of its total assets). | |
16. | Make short sales of securities. | |
17. | Purchase securities on margin, except for such short-term loans as are necessary for the clearance of purchases of portfolio securities. | |
18. | Engage in the underwriting of securities, except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933 in disposing of a portfolio security. | |
19. | Invest for the purpose of exercising control or management of any other issuer. | |
20. | Invest over 10% of its total assets in restricted securities. |
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1. | Issue any senior securities (as defined in the 1940 Act) other than Preferred Shares of beneficial interest (in accordance with the terms of this Prospectus and the 1940 Act), except insofar as the Fund may be deemed to have issued a senior security by reason of: (a) entering into any repurchase agreement; (b) purchasing any securities on a when-issued or delayed delivery basis; (c) purchasing or selling any financial futures contracts; (d) borrowing money in accordance with restriction 3 below; or (e) lending portfolio securities. For the purpose of this restriction, collateral arrangements with respect to the writing of options and collateral arrangements with respect to initial margin for futures are not deemed to be pledges of assets and neither such arrangements nor the purchase or sale of futures are deemed to be the issuance of a senior security. | |
2. | Purchase securities on margin, except for such short-term loans as are necessary for the clearance of purchases of portfolio securities, or write puts, calls or combinations of both, except for options on futures contracts and options on debt securities. | |
3. | Borrow money, except that the Fund may borrow money from a bank for temporary or emergency purposes or for repurchase of its shares provided that immediately after such borrowing the amount borrowed does not exceed 33 1/3% of the value of its total assets (including the amount borrowed) less its liabilities (not including any borrowings but including the fair market value at the time of computation of any other senior securities which are outstanding at the time, including the Preferred Shares). | |
4. | Engage in the underwriting of securities of other issuers except to the extent that, in connection with the disposition of portfolio securities, the Fund may be deemed to be an underwriter for purposes of certain federal securities laws. | |
5. | Invest more than 25% of the market value of its total assets in securities of issuers in any one industry; provided, however, that such limitations shall not be applicable to Municipal Obligations issued by governments or political subdivisions of governments, and obligations issued or guaranteed by the U. S. Government, its agencies or instrumentalities. In addition, the Fund reserves the right to invest 25% or more of its assets in any of the following Municipal Obligations, provided that the percentage of the Fund’s total assets in private activity bonds in any one category does not exceed 25% of the Fund’s total assets: health facility obligations, housing obligations, single-family mortgage revenue bonds, industrial revenue obligations (including pollution control obligations), electric utility obligations, airport facility revenue obligations, water and sewer obligations, university and college revenue obligations, bridge authority and toll road obligations and resource recovery obligations. | |
6. | Purchase real estate or interests in real estate except that the Fund may purchase securities secured by real estate or interests therein. The Fund is not prohibited from purchasing, holding and selling real estate acquired as a result of the ownership of such securities. | |
7. | Invest in commodities or commodity contracts, except the Fund may purchase financial futures contracts and related options and options on debt securities. | |
8. | Make loans except (a) by the purchase of debt securities in which the Fund may invest consistent with its investment objective and policies, (b) by investment in repurchase agreements, and (c) by lending its portfolio securities. | |
9. | Invest in companies for the purpose of exercising control or management. | |
10. | Make short sales of securities. |
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11. | Invest in securities of any issuer if, to the knowledge of the Fund, any officer or trustee of the Fund or any officer or director of the Adviser or Administrator owns more than 1/2 of 1% of the outstanding securities of such issuer, and such officers, trustees and directors who own more than 1/2 of 1% own in the aggregate more than 5% of the outstanding securities of such issuer. | |
12. | Purchase the securities of any other investment company, except in connection with a merger, consolidation, reorganization or acquisition of assets, or by purchase in the open market of securities of closed-end investment companies where no underwriter’s or dealer’s commission or profit, other than customary broker’s commissions, is involved and only if immediately thereafter not more than (i) 5% of the Fund’s total assets, taken at market value, would be invested in any one such company and (ii) 10% of the Fund’s total assets would be invested in such securities. | |
13. | Invest more than 5% of the value of its total assets in securities of any one issuer, except that this limitation shall not apply to obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities or to the investment of 25% of the Fund’s total assets. | |
14. | Purchase more than 10% of all outstanding taxable debt securities of any one issuer (other than obligations issued, or guaranteed as to principal and interest, by the U.S. Government, its agencies or instrumentalities). | |
15. | Invest more than 5% of the value of its total assets in taxable securities of issuers having a record, together with predecessors, of less than three years of continuous operation. This restriction shall not apply to any obligation of the U.S. Government, its agencies or instrumentalities. | |
16. | Invest in common stock. | |
17. | Purchase oil, gas or other mineral leases, rights or royalty contracts, or exploration or development programs. | |
18. | Pledge its assets or assign or otherwise encumber them except to secure borrowings effected within the limitations set forth in restriction 3 above. However, for the purpose of this restriction, collateral arrangements with respect to the writing of options and collateral arrangements with respect to initial margin for futures are not deemed to be pledges of assets. | |
19. | Write, purchase or sell puts, calls, or combinations thereof, except for options on futures contracts or options on debt securities. |
1. | Issue any senior securities (as defined in the 1940 Act) other than Preferred Shares of beneficial interest (in accordance with the terms of this Prospectus and the 1940 Act), except insofar as the Fund may be deemed to have issued a senior security by reason of: (a) entering into any repurchase agreement; (b) purchasing any securities on a when-issued or delayed delivery basis; (c) purchasing or selling any financial futures contracts; (d) borrowing money in accordance with restriction 3 below; or (e) lending portfolio securities. For the |
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purpose of this restriction, collateral arrangements with respect to the writing of options and collateral arrangements with respect to initial margin for futures are not deemed to be pledges of assets and neither such arrangements nor the purchase or sale of futures are deemed to be the issuance of a senior security. |
2. | Purchase securities on margin, except for such short-term loans as are necessary for the clearance of purchases of portfolio securities, or write puts, calls or combinations of both, except for options on futures contracts and options on debt securities. | |
3. | Borrow money, except that the Fund may borrow money from a bank for temporary or emergency purposes or for repurchase of its shares provided that immediately after such borrowing the amount borrowed does not exceed 33 1/3% of the value of its total assets (including the amount borrowed) less its liabilities (not including any borrowings but including the fair market value at the time of computation of any other senior securities which are outstanding at the time, including the Preferred Shares). | |
4. | Engage in the underwriting of securities of other issuers except to the extent that, in connection with the disposition of portfolio securities, the Fund may be deemed to be an underwriter for purposes of certain federal securities laws. | |
5. | Invest more than 25% of the market value of its total assets in securities of issuers in any one industry; provided, however, that such limitations shall not be applicable to Municipal Obligations issued by governments or political subdivisions of governments, and obligations issued or guaranteed by the U. S. Government, its agencies or instrumentalities. In addition, the Fund reserves the right to invest 25% or more of its assets in any of the following Municipal Obligations, provided that the percentage of the Fund’s total assets in private activity bonds in any one category does not exceed 25% of the Fund’s total assets: health facility obligations, housing obligations, single-family mortgage revenue bonds, industrial revenue obligations (including pollution control obligations), electric utility obligations, airport facility revenue obligations, water and sewer obligations, university and college revenue obligations, bridge authority and toll road obligations and resource recovery obligations. | |
6. | Purchase real estate or interests in real estate except that the Fund may purchase securities secured by real estate or interests therein. The Fund is not prohibited from purchasing, holding and selling real estate acquired as a result of the ownership of such securities. | |
7. | Invest in commodities or commodity contracts, except the Fund may purchase financial futures contracts and related options and options on debt securities. | |
8. | Make loans except (a) by the purchase of debt securities in which the Fund may invest consistent with its investment objective and policies, (b) by investment in repurchase agreements, and (c) by lending its portfolio securities. | |
9. | Invest in companies for the purpose of exercising control or management. | |
10. | Make short sales of securities. | |
11. | Invest in securities of any issuer if, to the knowledge of the Fund, any officer or trustee of the Fund or any officer or director of the Adviser or Administrator owns more than 1/2 of 1% of the outstanding securities of such issuer, and such officers, trustees and directors who own more than 1/2 of 1% own in the aggregate more than 5% of the outstanding securities of such issuer. | |
12. | Purchase the securities of any other investment company, except in connection with a merger, consolidation, reorganization or acquisition of assets, or by purchase in the open market of securities of closed-end investment companies where no underwriter’s or dealer’s commission or profit, other than customary broker’s commissions, is involved and only if immediately thereafter not more than (i) 5% of the Fund’s total assets, taken at market value, would be invested in any one such company and (ii) 10% of the Fund’s total assets would be invested in such securities. |
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13. | Invest more than 5% of the value of its total assets in securities of any one issuer, except that this limitation shall not apply to obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities or to the investment of 25% of the Fund’s total assets. | |
14. | Purchase more than 10% of all outstanding taxable debt securities of any one issuer (other than obligations issued, or guaranteed as to principal and interest, by the U.S. Government, its agencies or instrumentalities). | |
15. | Invest more than 5% of the value of its total assets in taxable securities of issuers having a record, together with predecessors, of less than three years of continuous operation. This restriction shall not apply to any obligation of the U.S. Government, its agencies or instrumentalities. | |
16. | Invest in common stock. | |
17. | Purchase oil, gas or other mineral leases, rights or royalty contracts, or exploration or development programs. | |
18. | Pledge its assets or assign or otherwise encumber them except to secure borrowings effected within the limitations set forth in restriction 3 above. However, for the purpose of this restriction, collateral arrangements with respect to the writing of options and collateral arrangements with respect to initial margin for futures are not deemed to be pledges of assets. | |
19. | Write, purchase or sell puts, calls, or combinations thereof, except for options on futures contracts or options on debt securities. |
1. | Invest more than 5% of the value of its total assets in the securities of any one issuer. This limitation shall not apply to obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities or to the investment of 25% of the Fund’s total assets. | |
2. | Purchase more than 10% of all outstanding taxable debt securities of any one issuer (other than obligations issued, or guaranteed as to principal and interest, by the U.S. Government, its agencies or instrumentalities). | |
3. | Invest 25% or more of the value of its total assets in securities of issuers in any one industry; provided, however, that such limitations shall not be applicable to Municipal Obligations issued by governments or political subdivisions of governments, and obligations issued or guaranteed by the U. S. Government, its agencies or instrumentalities. In addition, the Fund reserves the right to invest 25% or more of its assets in any of the following Municipal Obligations, provided that the percentage of the Fund’s total assets in private activity bonds in any one category does not exceed 25% of the Fund’s total assets: health facility obligations, housing obligations, single-family mortgage revenue bonds, industrial revenue obligations (including pollution control obligations), electric utility obligations, airport facility revenue obligations, water and sewer obligations, university and college revenue obligations, bridge authority and toll road obligations and resource recovery obligations. |
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4. | Invest more than 5% of the value of its total assets in taxable securities of issuers having a record, together with predecessors, of less than three years of continuous operation. This restriction shall not apply to obligation of the U.S. Government, its agencies or instrumentalities. | |
5. | Invest in common stock. | |
6. | Invest in securities of any issuer, other than securities of the Fund, if to the knowledge of the Fund, any officer or trustee of the Fund or any officer or director of the Adviser owns more than 1/2 of 1% of the outstanding securities of such issuer, and such officers, trustees and directors who own more than 1/2 of 1% own in the aggregate more than 5% of the outstanding securities of such issuer. | |
7. | Purchase or sell real estate or interests therein, although it may purchase securities secured by real estate or interests therein. This shall not prohibit the Fund from purchasing, holding and selling real estate acquired as a result of the ownership of such securities. | |
8. | Purchase or sell commodities except that the Fund may purchase or sell financial futures contracts and related options thereon. | |
9. | Purchase oil, gas or other mineral leases, rights or royalty contracts, or exploration or development programs. | |
10. | Write, purchase or sell puts, calls, or combinations thereof, except for options on futures contracts or options on debt securities. | |
11. | Purchase securities of other investment companies, except in connection with a merger, consolidation, reorganization or acquisition of assets or by purchase in the open market of securities of closed-end investment companies where no underwriter’s or dealer’s commission or profit, other than customary broker’s commissions, is involved and only if immediately thereafter not more than (i) 5% of the Fund’s total assets, taken at market value, would be invested in any one such company and (ii) 10% of the Fund’s total assets, taken at market value, would be invested in such securities. | |
12. | Borrow money, except that the Fund may borrow money from a bank for temporary or emergency purposes or for repurchase of its shares provided that immediately after such borrowing the amount borrowed does not exceed 33 1/3% of the value of its total assets (including the amount borrowed) less its liabilities (not including any borrowings but including the fair market value at the time of computation of any other senior securities which are outstanding at the time, including the Preferred Shares). | |
13. | Pledge its assets or assign or otherwise encumber them except to secure borrowings effected within the limitations set forth in restriction 12. However, for the purpose of this restriction, collateral arrangements with respect to the writing of options and collateral arrangements with respect to initial margin for futures are not deemed to be pledges of assets. | |
14. | Issue senior securities (as defined in the 1940 Act) other than Preferred Shares of beneficial interest (in accordance with the terms of the 1940 Act), except insofar as the Fund may be deemed to have issued a senior security by reason of: (a) entering into any repurchase agreement; (b) purchasing any securities on a when-issued or delayed delivery basis; (c) purchasing or selling any financial futures contracts; (d) borrowing money in accordance with restrictions described above; or (e) lending portfolio securities. | |
15. | Make loans of money or securities except: (a) by the purchase of debt securities in which the Fund may invest consistent with its investment objective and policies; (b) by investment in repurchase agreements (provided that no more than 10% of the Fund’s total assets will be invested in repurchase agreements that do not mature within seven days); and (c) by lending its portfolio securities (provided that the Fund may not lend its portfolio securities in excess of 10% of its total assets). | |
16. | Make short sales of securities. |
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17. | Purchase securities on margin, except for such short-term loans as are necessary for the clearance of purchases of portfolio securities. | |
18. | Engage in the underwriting of securities except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933 in disposing of a portfolio security. | |
19. | Invest for the purpose of exercising control or management of any other issuer. |
1. | With respect to 75% of its total assets, purchase any securities (other than tax exempt obligations guaranteed by the United States Government or by its agencies or instrumentalities), if as a result more than 5% of the Fund’s total assets would then be invested in securities of a single issuer or if as a result the Fund would hold more than 10% of the outstanding voting securities of any single issuer, except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. | |
2. | Invest more than 25% of its total assets in a single industry, however, as described above under “Principal Risks of Investing in the Fund- Market Segment Risk,” the Fund may from time to time invest more than 25% of its total assets in a particular segment of the municipal securities market. | |
3. | Issue senior securities, as defined in the 1940 Act, other than preferred shares of beneficial interest, except to the extent such issuance might be involved with borrowings described under subparagraph (4) below or with respect to Strategic Transactions described in Appendix C to this SAI. | |
4. | Borrow money, except for temporary or emergency purposes from banks or for repurchase of the Fund’s Shares, and then only in an amount not exceeding one-third of the Fund’s total assets, including the amount borrowed. The Fund will not mortgage, pledge or hypothecate any assets except in connection with a borrowing or a Strategic Transaction described in Appendix C to this SAI. The Fund will not purchase portfolio securities during any period that such borrowings exceed 5% of the total asset value of the Fund. Notwithstanding this investment restriction, the Fund may enter into “when-issued” and “delayed delivery” transactions. | |
5. | Make loans of money or property to any person, except to the extent the securities in which the Fund may invest are considered to be loans and except that the Fund may lend money or property in connection with maintenance of the value of or the Fund’s interest with respect to the securities owned by the Fund. | |
6. | Buy any securities “on margin.” Neither the deposit of initial or variation margin in connection with Strategic Transactions described in Appendix C to this SAI nor short-term credits as may be necessary for the clearance of transactions is considered the purchase of a security on margin. | |
7. | Sell any securities “short,” write, purchase or sell puts, calls or combinations thereof, or purchase or sell financial futures or options, except in connection with Strategic Transactions described in Appendix C to this SAI. |
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8. | Act as an underwriter of securities, except to the extent the Fund may be deemed to be an underwriter in connection with the sale of securities held in its portfolio. | |
9. | Make investments for the purpose of exercising control or participation in management, except to the extent that exercise by the Fund of its rights under agreements related to municipal securities would be deemed to constitute such control or participation, except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. | |
10. | Invest in securities issued by other investment companies except as part of a merger, reorganization or other acquisition and except to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. | |
11. | Invest in equity interests in oil, gas or other mineral exploration or development programs except pursuant to the exercise by the Fund of its rights under agreements relating to municipal securities. | |
12. | Purchase or sell real estate, commodities or commodity contracts, except to the extent the securities the Fund may invest in are considered to be interests in real estate, commodities or commodity contracts or to the extent the Fund exercises its rights under agreements relating to such municipal securities (in which case the Fund may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent that Strategic Transactions described in Appendix C to this SAI, the Fund may engage in are considered to be commodities or commodities contracts. |
1. | Invest 25% or more of the value of its total assets in securities of issuers in any one industry; provided, however, that such limitations shall not be applicable to municipal obligations issued by governments or political subdivisions of governments, and obligations issued or guaranteed by the United States Government, |
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its agencies or instrumentalities. In addition, the Fund reserves the right to invest 25% or more of its assets in any of the following types of municipal obligations, provided that the percentage of the Fund’s total assets in private activity bonds in any one category does not exceed 25% of the Fund’s total assets: health facility obligations, housing obligations, single family mortgage revenue bonds, industrial revenue obligations (including pollution control obligations), electric utility obligations, airport facility revenue obligations, water and sewer obligations, university and college revenue obligations, bridge authority and toll road obligations and resource recovery obligations. |
2. | Purchase or sell real estate or interests therein, although it may purchase securities secured by real estate or interests therein. This shall not prohibit the Fund from purchasing, holding and selling real estate acquired as a result of the ownership of such securities. | |
3. | Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments; provided that this restriction shall not prohibit the Fund from purchasing or selling options, futures contracts and related options thereon, forward contracts, swaps, caps, floors, collars and any other financial instruments or from investing in securities or other instruments backed by physical commodities or as otherwise permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the 1940 Act, as amended from time to time. | |
4. | Borrow money, except the Fund may borrow money to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the 1940 Act, as amended from time to time. | |
5. | Issue senior securities, except the Fund may issue senior securities to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the 1940 Act, as amended from time to time. | |
6. | Make loans of money or property to any person, except (a) to the extent that securities or interests in which the Fund may invest are considered to be loans, (b) through the loan of portfolio securities, (c) by engaging in repurchase agreements or (d) as may otherwise be permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the 1940 Act, as amended from time to time. | |
7. | Engage in the underwriting of securities, except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933 in disposing of a portfolio security. |
1. | Invest 25% or more of the value of its total assets in securities of issuers in any one industry; provided, however, that such limitations shall not be applicable to Municipal Obligations issued by governments or political subdivisions of governments, and obligations issued or guaranteed by the United States Government, |
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its agencies or instrumentalities. In addition, the Fund reserves the right to invest 25% or more of its assets in any of the following types of Municipal Obligations, provided that the percentage of the Fund’s total assets in private activity bonds in any one category does not exceed 25% of the Fund’s total assets: health facility obligations, housing obligations, single family mortgage revenue bonds, industrial revenue obligations (including pollution control obligations), electric utility obligations, airport facility revenue obligations, water and sewer obligations, university and college revenue obligations, bridge authority and toll road obligations and resource recovery obligations. For purposes of this investment restriction, “Municipal Obligations” consist of Municipal Bonds, Municipal Notes and Municipal Commercial Paper, including such obligations purchased on a when-issued or delayed delivery basis. “Municipal Bonds” and “Municipal Notes” are debt obligations of states, cities, counties, municipalities and state and local governmental agencies which generally have maturities, at the time of their issuance, of either one year or more (Bonds) or from six months to three years (Notes). “Municipal Commercial Paper,” as presently constituted, although issued under programs having a final maturity of more than one year, is generally short-term paper subject to periodic rate changes and maturities of less than one year selected at the holder’s option. |
2. | Invest more than 5% of the value of its total assets in taxable securities of issuers having a record, together with predecessors, of less than three years of continuous operation. This restriction shall not apply to any obligation of the United States Government, its agencies or instrumentalities. | |
3. | Invest in common stock. | |
4. | Invest in securities of any issuer, other than securities of the Fund, if, to the knowledge of the Fund, any officer or trustee of the Fund or any officer or director of the Adviser owns more than 1/2 of 1% of the outstanding securities of such issuer, and such officers, trustees and directors who own more than 1/2 of 1% own in the aggregate more than 5% of the outstanding securities of such issuer. | |
5. | Purchase or sell real estate or interests therein, although it may purchase securities secured by real estate or interests therein. This shall not prohibit the Fund from purchasing, holding and selling real estate acquired as a result of the ownership of such securities. | |
6. | Purchase or sell commodities except that the Fund may purchase or sell financial futures contracts and related options thereon. | |
7. | Purchase oil, gas or other mineral leases, rights or royalty contracts, or exploration or development programs. | |
8. | Write, purchase or sell puts, calls, or combinations thereof, except for options on futures contracts or options on debt securities. | |
9. | Purchase securities of other investment companies, except in connection with a merger, consolidation, reorganization or acquisition of assets or, by purchase in the open market of securities of closed-end investment companies where no underwriter’s or dealer’s commission or profit, other than customary broker’s commissions, is involved and only if immediately thereafter not more than (i) 5% of the Fund’s total assets, taken at market value, would be invested in any one such company and (ii) 10% of the Fund’s total assets, taken at market value, would be invested in such securities. | |
10. | Borrow money, except that the Fund may borrow from a bank for temporary or emergency purposes or for repurchase of its shares provided that immediately after such borrowing the amount borrowed does not exceed 33 1/3% of the value of its total assets (including the amount borrowed) less its liabilities (not including any borrowings but including the fair market value at the time of computation of any other senior securities which are outstanding at the time, including the Preferred Shares). | |
11. | Pledge its assets or assign or otherwise encumber them except to secure borrowings effected within the limitations set forth in Restriction 10. However, for the purpose of this restriction, collateral arrangements with respect to the writing of options and collateral arrangements with respect to initial margin for futures are not deemed to be pledges of assets. |
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12. | Issue senior securities as defined in the 1940 Act, other than preferred shares of beneficial interest (in accordance with the terms of the 1940 Act), except insofar as the Fund may be deemed to have issued a senior security by reason of: (a) entering into any repurchase agreement; (b) purchasing any securities on a when-issued or delayed delivery basis; (c) purchasing or selling any financial futures contracts; (d) borrowing money in accordance with restrictions described above; or (e) lending portfolio securities. | |
13. | Make loans of money or securities, except: (a) by the purchase of debt obligations in which the Fund may invest consistent with its investment objective and policies; (b) by investment in repurchase agreements (provided that no more than 10% of the Fund’s total assets will be invested in repurchase agreements that do not mature within seven days); and (c) by lending its portfolio securities (provided that the Fund may not lend its portfolio securities in excess of 10% of its total assets). | |
14. | Make short sales of securities. | |
15. | Purchase securities on margin, except for such short-term loans as are necessary for the clearance of purchases of portfolio securities. | |
16. | Engage in the underwriting of securities, except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933 in disposing of a portfolio security. | |
17. | Invest for the purpose of exercising control or management of any other issuer. |
1. | Invest 25% or more of the value of its total assets in securities of issuers in any one industry; provided, however, that such limitations shall not be applicable to municipal obligations issued by governments or political subdivisions of governments, and obligations issued or guaranteed by the United States Government, its agencies or instrumentalities. In addition, the Fund reserves the right to invest 25% or more of its assets in any of the following types of municipal obligations, provided that the percentage of the Fund’s total assets in private activity bonds in any one category does not exceed 25% of the Fund’s total assets: health facility obligations, housing obligations, single family mortgage revenue bonds, industrial revenue obligations (including pollution control obligations), electric utility obligations, airport facility revenue obligations, water and sewer obligations, university and college revenue obligations, bridge authority and toll road obligations and resource recovery obligations. | |
2. | Purchase or sell real estate or interests therein, although it may purchase securities secured by real estate or interests therein. This shall not prohibit the Fund from purchasing, holding and selling real estate acquired as a result of the ownership of such securities. | |
3. | Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments; provided that this restriction shall not prohibit the Fund from purchasing or selling options, futures contracts and related options thereon, forward contracts, swaps, caps, floors, collars and any other financial instruments or from investing in securities or other instruments backed by physical commodities or as otherwise permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations |
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promulgated by the SEC under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the 1940 Act, as amended from time to time. |
4. | Borrow money, except the Fund may borrow money to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the 1940 Act, as amended from time to time. | |
5. | Issue senior securities, except the Fund may issue senior securities to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the 1940 Act, as amended from time to time. | |
6. | Make loans of money or property to any person, except (a) to the extent that securities or interests in which the Fund may invest are considered to be loans, (b) through the loan of portfolio securities, (c) by engaging in repurchase agreements or (d) as may otherwise be permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the 1940 Act, as amended from time to time. | |
7. | Engage in the underwriting of securities, except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933 in disposing of a portfolio security. |
1. | With respect to 75% of its total assets, purchase any securities (other than obligations guaranteed by the United States Government or by its agencies or instrumentalities), if as a result more than 5% of the Fund’s total assets would then be invested in securities of a single issuer or if as a result the Fund would hold more than 10% of the outstanding voting securities of any single issuer, except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. | |
2. | Invest more than 25% of its total assets in securities of issuers conducting their principal business activities in the same industry; provided, that this limitation shall not apply with respect to investments in U.S. Government securities. | |
3. | Issue senior securities, (including borrowing money or entering into reverse repurchase agreements) in excess of 33 1/3% of its total assets (including the amount of senior securities issued but excluding any liabilities and indebtedness not constituting senior securities) except that the Fund may issue senior securities which are stocks (including preferred shares of beneficial interest) subject to the limitations set forth in Section 18 of the 1940 Act and except that the Fund may borrow up to an additional 5% of its total assets for temporary purposes; or pledge its assets other than to secure such issuance or in connection with hedging transactions, when-issued and delayed delivery transactions and similar investment strategies. The Fund’s obligations under interest rate swaps are not treated as senior securities. | |
4. | Make loans of money or property to any person, except (i) to the extent the securities the Fund may invest are considered to be loans; (ii) through loans of portfolio securities, (iii) through the acquisition of securities subject to repurchase agreements and (iv) that the Fund may lend money or property in connection with maintenance of the value of, or the Fund’s interest with respect to, the securities owned by the Fund. |
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5. | Buy any securities “on margin.” Neither the deposit of initial or variation margin in connection with hedging transactions nor short-term credits as may be necessary for the clearance of transactions is considered the purchase of a security on margin. | |
6. | Sell any securities “short,” write, purchase or sell puts, calls or combinations thereof, or purchase or sell financial futures or options, except as described under Appendix C to this SAI. | |
7. | Act as an underwriter of securities, except to the extent the Fund may be deemed to be an underwriter in connection with the sale of securities held in its portfolio. | |
8. | Make investments for the purpose of exercising control or participation in management, except to the extent that exercise by the Fund of its rights under agreements related to securities owned by the Fund would be deemed to constitute such control or participation except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. | |
9. | Invest in securities issued by other investment companies except as part of a merger, reorganization or other acquisition and except to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. | |
10. | Buy or sell oil, gas or other mineral leases, rights or royalty contracts, although the Fund may purchase securities of issuers which deal in, represent interests in or are secured by interests in such leases, rights or contracts, except to the extent that the Fund may invest in equity interests generally, as described in the Fund’s Prospectus. | |
11. | Purchase or sell real estate, commodities or commodity contracts, except to the extent the securities the Fund may invest in are considered to be interests in real estate, commodities or commodity contracts or to the extent the Fund exercises its rights under agreements relating to such securities (in which case the Fund may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent the hedging and risk management transactions the Fund may engage in are considered to be commodities or commodities contracts. |
1. | The Fund may not purchase any security (other than obligations of the U.S. government or its agencies or instrumentalities) if as a result more than 25% of the Fund’s total assets would be invested in a particular industry; provided, however, that the foregoing restriction will not be deemed to prohibit the Fund from purchasing the securities of any issuer pursuant to the exercise of rights distributed to the Fund by the issuer. | |
2. | The Fund may not make any investment for the purpose of exercising control or management. | |
3. | The Fund may not buy or sell commodities or commodity contracts or real estate or interests in real estate, except that it may purchase and sell futures contracts on stock indices and foreign currencies, securities which |
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are secured by real estate or commodities, and securities of companies which invest or deal in real estate or commodities. |
4. | The Fund may not make loans, except that the Fund may (i) buy and hold debt instruments in accordance with its investment objectives and policies, (ii) enter into repurchase agreements to the extent permitted under applicable law, and (iii) make loans of portfolio securities. | |
5. | The Fund may not act as an underwriter except to the extent that, in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under applicable securities laws. | |
6. | The Fund may not issue senior securities or borrow money, except for (a) preferred stock and other senior securities (including borrowing money, including on margin if margin securities are owned, entering into reverse repurchase agreements and entering into similar transactions) not in excess of 33 1/3% of its total assets, and (b) borrowings up to 5% of its total assets (including the amount borrowed) for temporary or emergency purposes (including for clearance of transactions, repurchase of its shares or payment of dividends), without regard to the amount of senior securities outstanding under clause (a) above; provided, however, that the Fund’s obligations under when-issued and delayed delivery transactions and similar transactions and reverse repurchase agreements are not treated as senior securities if covering assets are appropriately segregated, and the use of hedging transactions shall not be deemed to involve the issuance of a “senior security” or a “borrowing”; for purposes of clauses (a) and (b) above, the term “total assets” shall be calculated after giving effect to the net proceeds of senior securities issued by the Fund reduced by any liabilities and indebtedness not constituting senior securities except for such liabilities and indebtedness as are excluded from treatment as senior securities by this item (6). The Fund’s obligations under interest rate swaps are not treated as senior securities. |
1. | With respect to 75% of its total assets, purchase any securities (other than obligations issued or guaranteed as to principal or interest by the United States Government or by its agencies or instrumentalities), if as a result more than 5% of the Fund’s total assets would then be invested in securities of a single issuer or if as a result the Fund would hold more than 10% of the outstanding voting securities of any single issuer, except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. | |
2. | Invest more than 25% of its total assets in a single industry; however, as described above under “Principal Risk of Investing in the Fund – Market Segment Risk,” the Fund may from time to time invest more than 25% of its total assets in a particular segment of the municipal securities market. | |
3. | Issue senior securities, as defined in the 1940 Act, other than preferred shares of beneficial interest, except to the extent such issuance might be involved with borrowings described under subparagraph (4) below or with respect to hedging and risk management transactions or the writing of options. | |
4. | Borrow money, except for temporary or emergency purposes from banks or for repurchase of the Fund’s Shares, and then only in an amount not exceeding one-third of the Fund’s total assets, including the amount borrowed. The Fund will not mortgage, pledge or hypothecate any assets except in connection with a borrowing. The Fund will not purchase portfolio securities during any period that such borrowings exceed 5% |
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of the total asset value of the Fund. Notwithstanding this investment restriction, the Fund may enter into “when issued” and “delayed delivery” transactions. |
5. | Make loans of money or property to any person, except to the extent the securities in which the Fund may invest are considered to be loans and except that the Fund may lend money or property in connection with maintenance of the value of or the Fund’s interest with respect to the securities owned by the Fund. | |
6. | Buy any securities “on margin.” Neither the deposit of initial or variation margin in connection with hedging and risk management transactions nor short-term credits as may be necessary for the clearance of transactions is considered the purchase of a security on margin. | |
7. | Sell any securities “short,” write, purchase or sell puts, calls or combinations thereof, or purchase or sell financial futures or options, except in connection with hedging or risk management transactions. | |
8. | Act as an underwriter of securities, except to the extent the Fund may be deemed to be an underwriter in connection with the sale of securities held in its portfolio. | |
9. | Make investments for the purpose of exercising control or participation in management, except to the extent that exercise by the Fund of its rights under agreements related to municipal securities would be deemed to constitute such control or participation, and except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. | |
10. | Invest in securities issued by other investment companies except as part of a merger, reorganization or other acquisition and except to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. | |
11. | Invest in equity interests in oil, gas or other mineral exploration or development programs except pursuant to the exercise by the Fund of its rights under agreements relating to municipal securities. | |
12. | Purchase or sell real estate, commodities or commodity contracts, except to the extent the securities the Fund may invest in are considered to be interests in real estate, commodities or commodity contracts or to the extent the Fund exercises its rights under agreements relating to such municipal securities (in which case the Fund may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent that financial futures and related options the Fund may invest in are considered to be commodities or commodities contracts. |
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1. | Invest more than 5% of the value of its total assets in the securities of any one issuer, except that this limitation shall not apply to obligations issued or guaranteed by the United States Government, its agencies or instrumentalities or to the investment of 25% of the Fund’s total assets. | |
2. | Purchase more than 10% of all outstanding taxable debt securities of any one issuer (other than obligations issued, or guaranteed as to principal and interest, by the United States Government, its agencies or instrumentalities). | |
3. | Invest 25% or more of the value of its total assets in securities of issuers in any one industry; provided, however, that such limitations shall not be applicable to Municipal Obligations issued by governments or political subdivisions of governments, and obligations issued or guaranteed by the United States Government, its agencies or instrumentalities. In addition, the Fund reserves the right to invest 25% or more of its assets in any of the following types of Municipal Obligations, provided that the percentage of the Fund’s total assets in private activity bonds in any one category does not exceed 25% of the Fund’s total assets: health facility obligations, housing obligations, single family mortgage revenue bonds, industrial revenue obligations (including pollution control obligations), electric utility obligations, airport facility revenue obligations, water and sewer obligations, university and college revenue obligations, bridge authority and toll road obligations and resource recovery obligations. | |
4. | Invest more than 5% of the value of its total assets in taxable securities of issuers having a record, together with predecessors, of less than three years of continuous operation. This restriction shall not apply to any obligation of the United States Government, its agencies or instrumentalities. | |
5. | Invest in common stock. | |
6. | Invest in securities of any issuer, other than securities of the Fund, if, to the knowledge of the Fund, any officer or trustee of the Fund or any officer or director of the Investment Adviser owns more than 1/2 of 1% of the outstanding securities of such issuer, and such officers, trustees and directors who own more than 1/2 of 1% own in the aggregate more than 5% of the outstanding securities of such issuer. | |
7. | Purchase or sell real estate or interests therein, although it may purchase securities secured by real estate or interests therein. This shall not prohibit the Fund from purchasing, holding and selling real estate acquired as a result of the ownership of such securities. | |
8. | Purchase or sell commodities except that the Fund may purchase or sell financial futures contracts and related options thereon. | |
9. | Purchase oil, gas or other mineral leases, rights or royalty contracts, or exploration or development programs. | |
10. | Write, purchase or sell puts, calls, or combinations thereof, except for options on futures contracts or options on debt securities. |
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11. | Purchase securities of other investment companies, except in connection with a merger, consolidation, reorganization or acquisition of assets or, by purchase in the open market of securities of closed-end investment companies where no underwriter’s or dealer’s commission or profit, other than customary broker’s commissions, is involved and only if immediately thereafter not more than 10% of the Fund’s total assets would be invested in such securities. |
12. | Borrow money, except that the Fund may borrow from a bank for temporary or emergency purposes or for repurchase of its shares provided that immediately after such borrowing the amount borrowed does not exceed 33⅓% of the value of its total assets (including the amount borrowed) less its liabilities (not including any borrowings but including the fair market value at the time of computation of any other senior securities which are outstanding at the time, including the Preferred Shares). |
13. | Pledge its assets or assign or otherwise encumber them except to secure borrowings effected within the limitations set forth in Restriction 12. However, for the purpose of this restriction, collateral arrangements with respect to the writing of options and collateral arrangements with respect to initial margin for futures are not deemed to be pledges of assets. |
14. | Issue senior securities as defined in the Act, other than preferred shares of beneficial interest (in accordance with the terms of the Prospectus and the Act), except insofar as the Fund may be deemed to have issued a senior security by reason of: (a) entering into any repurchase agreement; (b) purchasing any securities on a when-issued or delayed delivery basis; (c) purchasing or selling any financial futures contracts; (d) borrowing money in accordance with restrictions described above; or (e) lending portfolio securities. For the purpose of this restriction, collateral arrangements with respect to the writing of options and collateral arrangements with respect to initial margin for futures are not deemed to be pledges of assets and neither such arrangements nor the purchase or sale of futures are deemed to be the issuance of a senior security. |
15. | Make loans of money or securities, except: (a) by the purchase of debt obligations in which the Fund may invest consistent with its investment objective and policies; (b) by investment in repurchase agreements (provided that no more than 10% of the Fund’s total assets will be invested in repurchase agreements that do not mature within seven days); and (c) by lending its portfolio securities (provided that the Fund may not lend its portfolio securities in excess of 10% of its total assets). |
16. | Make short sales of securities. |
17. | Purchase securities on margin, except for such short-term loans as are necessary for the clearance of purchases of portfolio securities. |
18. | Engage in the underwriting of securities, except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933 in disposing of a portfolio security. |
19. | Invest for the purpose of exercising control or management of any other issuer. |
1. | Invest more than 25% of its total assets in a single industry; however, as described above under “Principal Risks of Investing in the Fund — Market Sector Risk,” the Fund may from time to time invest more than 25% of its total assets in one or more particular segments or sectors of the municipal securities market. |
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2. | Issue senior securities, as defined in the 1940 Act, other than preferred shares of beneficial interest, except to the extent such issuance might be involved with borrowings described under subparagraph (3) below or with respect to Strategic Transactions described in Appendix C to this SAI. |
3. | Borrow money, except for temporary or emergency purposes from banks or for repurchase of the Fund’s Shares, and then only in an amount not exceeding one-third of the Fund’s total assets including the amount borrowed. The Fund will not mortgage, pledge or hypothecate any assets except in connection with a borrowing or a Strategic Transaction described in Appendix C to this SAI. The Fund will not purchase portfolio securities during any period that such borrowings exceed 5% of the total asset value of the Fund. Notwithstanding this investment restriction, the Fund may enter into “when-issued” and “delayed delivery” transactions. |
4. | Make loans of money or property to any person, except to the extent the securities in which the Fund may invest are considered to be loans and except that the Fund may lend money or property in connection with maintenance of the value of or the Fund’s interest with respect to the securities owned by the Fund. |
5. | Buy any securities “on margin.” Neither the deposit of initial or variation margin in connection with Strategic Transactions described in Appendix C to this SAI nor short-term credits as may be necessary for the clearance of transactions is considered the purchase of a security on margin. |
6. | Sell any securities “short,” write, purchase or sell puts, calls or combinations thereof, or purchase or sell financial futures or options, except in connection with Strategic Transactions described in Appendix C to this SAI. |
7. | Act as an underwriter of securities, except to the extent the Fund may be deemed to be an underwriter in connection with the sale of securities held in its portfolio. |
8. | Make investments for the purpose of exercising control or participation in management, except to the extent that exercise by the Fund of its rights under agreements related to municipal securities would be deemed to constitute such control or participation, except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. |
9. | The Fund may not invest in securities issued by other investment companies except as part of a merger, reorganization or other acquisition and except to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. |
10. | Invest in equity interests in oil, gas or other mineral exploration or development programs except pursuant to the exercise by the Fund of its rights under agreements relating to municipal securities. |
11. | Purchase or sell real estate, commodities or commodity contracts, except to the extent the securities the Fund may invest in are considered to be interests in real estate, commodities or commodity contracts or to the extent the Fund exercises its rights under agreements relating to such municipal securities (in which case the Fund may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent that Strategic Transactions described in Appendix C to this SAI that the Fund may engage in are considered to be commodities or commodities contracts. |
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1. | With respect to 75% of its total assets, purchase any securities (other than tax-exempt obligations guaranteed by the United States Government or by its agencies or instrumentalities), if as a result more than 5% of the Fund’s total assets would then be invested in securities of a single issuer or if as a result the Fund would hold more than 10% of the outstanding voting securities of any single issuer, except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. |
2. | Invest more than 25% of its total assets in a single industry; however, as described above under “Principal Risks of Investing in the Fund — Market Segment Risk,” the Fund may from time to time invest more than 25% of its total assets in a particular segment of the municipal securities market. |
3. | Issue senior securities, as defined in the 1940 Act, other than preferred shares of beneficial interest, except to the extent such issuance might be involved with borrowings described under subparagraph (4) below or with respect to hedging and risk management transactions or the writing of options within limits described in Appendix C to this SAI. |
4. | Borrow money, except for temporary or emergency purposes from banks or for repurchase of the Fund’s Shares, and then only in an amount not exceeding one third of the Fund’s total assets, including the amount borrowed. The Fund will not mortgage, pledge or hypothecate any assets except in connection with a borrowing. The Fund will not purchase portfolio securities during any period that such borrowings exceed 5% of the total asset value of the Fund. Notwithstanding this investment restriction, the Fund may enter into “when-issued” and “delayed delivery” transactions as described above under the heading “Principal Investment Strategies of the Fund” in this Prospectus. |
5. | Make loans of money or property to any person, except to the extent the securities in which the Fund may invest are considered to be loans and except that the Fund may lend money or property in connection with maintenance of the value of or the Fund’s interest with respect to the municipal securities owned by the Fund. |
6. | Buy any securities “on margin.” Neither the deposit of initial or variation margin in connection with hedging and risk management transactions nor short-term credits as may be necessary for the clearance of transactions is considered the purchase of a security on margin. |
7. | Sell any securities “short,” write, purchase or sell puts, calls or combinations thereof, or purchase or sell financial futures or options, except as described in Appendix C to this SAI. |
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8. | Act as an underwriter of securities, except to the extent the Fund may be deemed to be an underwriter in connection with the sale of securities held in its portfolio. |
9. | Make investments for the purpose of exercising control or participation in management, except to the extent that exercise by the Fund of its rights under agreements related to municipal securities would be deemed to constitute such control or participation, and except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. |
10. | Invest in securities issued by other investment companies, except as part of a merger, reorganization or other acquisition and except to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. |
11. | Invest in equity interests in oil, gas or other mineral exploration or development programs except pursuant to the exercise by the Fund of its rights under agreements relating to municipal securities. |
12. | Purchase or sell real estate, commodities or commodity contracts, except to the extent the municipal securities the Fund may invest in are considered to be interests in real estate, commodities, or commodity contracts or to the extent the Fund exercises its rights under agreements relating to such municipal securities (in which case the Fund may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent that financial futures and related options the Fund may invest in are considered to be commodities or commodities contracts. |
1. | Invest more than 25% of its total assets in a single industry; however, the Fund may from time to time invest more than 25% of its total assets in a particular segment of the municipal securities market. |
2. | Issue senior securities, as defined in the 1940 Act, other than preferred shares of beneficial interest, except to the extent such issuance might be involved with borrowings described under subparagraph (3) below or with respect to hedging and risk management transactions or the writing of options. |
3. | Borrow money, except for temporary or emergency purposes from banks or for repurchase of the Fund’s Shares, and then only in an amount not exceeding one-third of the Fund’s total assets, including the amount borrowed. The Fund will not mortgage, pledge or hypothecate any assets except in connection with a borrowing. The Fund will not purchase portfolio securities during any period that such borrowings exceed 5% of the total asset value of the Fund. Notwithstanding this investment restriction, the Fund may enter into “when issued” and “delayed delivery” transactions. |
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4. | Make loans of money or property to any person, except to the extent the securities in which the Fund may invest are considered to be loans and except that the Fund may lend money or property in connection with maintenance of the value of or the Fund’s interest with respect to the securities owned by the Fund. |
5. | Buy any securities “on margin.” Neither the deposit of initial or variation margin in connection with hedging and risk management transactions nor short-term credits as may be necessary for the clearance of transactions are considered the purchase of a security on margin. |
6. | Sell any securities “short,” write, purchase or sell puts, calls or combinations thereof, or purchase or sell futures or options, except in connection with hedging or risk management transactions. |
7. | Act as an underwriter of securities, except to the extent the Fund may be deemed to be an underwriter in connection with the sale of securities held in its portfolio. |
8. | Make investments for the purpose of exercising control or participation in management, except to the extent that exercise by the Fund of its rights under agreements related to municipal securities would be deemed to constitute such control or participation, and except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. |
9. | Invest in securities issued by other investment companies except as part of a merger, reorganization or other acquisition and except to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. |
10. | Invest in equity interests in oil, gas or other mineral exploration or development programs except pursuant to the exercise by the Fund of its rights under agreements relating to municipal securities. |
11. | Purchase or sell real estate, commodities or commodity contracts, except to the extent the securities the Fund may invest in are considered to be interests in real estate, commodities or commodity contracts or to the extent the Fund exercises its rights under agreements relating to such municipal securities (in which case the Fund may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent that financial futures and related options the Fund may invest in are considered to be commodities or commodities contracts. |
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1. | Invest 25% or more of the value of its total assets in securities of issuers in any one industry; provided, however, that such limitations shall not be applicable to Municipal Obligations issued by governments or political subdivisions of governments, and obligations issued or guaranteed by the United States Government, its agencies or instrumentalities. In addition, the Fund reserves the right to invest 25% or more of its assets in any of the following types of Municipal Obligations, provided that the percentage of the Fund’s total assets in private activity bonds in any one category does not exceed 25% of the Fund’s total assets: health facility obligations, housing obligations, single family mortgage revenue bonds, industrial revenue obligations (including pollution control obligations), electric utility obligations, airport facility revenue obligations, water and sewer obligations, university and college revenue obligations, bridge authority and toll road obligations and resource recovery obligations. |
2. | Invest more than 5% of the value of its total assets in taxable securities of issuers having a record, together with predecessors, of less than three years of continuous operation. This restriction shall not apply to any obligation of the United States Government, its agencies or instrumentalities. |
3. | Invest in common stock. |
4. | Invest in securities of any issuer, other than securities of the Fund, if, to the knowledge of the Fund, any officer or trustee of the Fund or any officer or director of the Investment Adviser owns more than 1/2 of 1% of the outstanding securities of such issuer, and such officers, trustees and directors who own more than 1/2 of 1% own in the aggregate more than 5% of the outstanding securities of such issuer. |
5. | Purchase or sell real estate or interests therein, although it may purchase securities secured by real estate or interests therein. This shall not prohibit the Fund from purchasing, holding and selling real estate acquired as a result of the ownership of such securities. |
6. | Purchase or sell commodities except that the Fund may purchase or sell financial futures contracts and related options thereon. |
7. | Purchase oil, gas or other mineral leases, rights or royalty contracts, or exploration or development programs. |
8. | Write, purchase or sell puts, calls, or combinations thereof, except for options on futures contracts or options on debt securities. |
9. | Purchase securities of other investment companies, except in connection with a merger, consolidation, reorganization or acquisition of assets or, by purchase in the open market of securities of closed-end investment companies where no underwriter’s or dealer’s commission or profit, other than customary broker’s commissions, is involved and only if immediately thereafter not more than (i) 5% of the Fund’s total assets, taken at market value, would be invested in any one such company and (ii) 10% of the Fund’s total assets, taken at market value, would be invested in such securities. |
10. | Borrow money, except that the Fund may borrow from a bank for temporary or emergency purposes or for repurchase of its shares provided that immediately after such borrowing the amount borrowed does not exceed 33 ⅓% of the value of its total assets (including the amount borrowed) less its liabilities (not including any borrowings but including the fair market value at the time of computation of any other senior securities which are outstanding at the time, including the Preferred Shares). |
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11. | Pledge its assets or assign or otherwise encumber them except to secure borrowings effected within the limitations set forth in Restriction 10. However, for the purpose of this restriction, collateral arrangements with respect to the writing of options and collateral arrangements with respect to initial margin for futures are not deemed to be pledges of assets. |
12. | Issue senior securities as defined in the 1940 Act, other than preferred shares of beneficial interest (in accordance with the terms of the 1940 Act), except insofar as the Fund may be deemed to have issued a senior security by reason of: (a) entering into any repurchase agreement; (b) purchasing any securities on a when-issued or delayed delivery basis; (c) purchasing or selling any financial futures contracts; (d) borrowing money in accordance with restrictions described above; or (e) lending portfolio securities. |
13. | Make loans of money or securities, except: (a) by the purchase of debt obligations in which the Fund may invest consistent with its investment objective and policies; (b) by investment in repurchase agreements (provided that no more than 10% of the Fund’s total assets will be invested in repurchase agreements that do not mature within seven days); and (c) by lending its portfolio securities (provided that the Fund may not lend its portfolio securities in excess of 10% of its total assets). |
14. | Make short sales of securities. |
15. | Purchase securities on margin, except for such short-term loans as are necessary for the clearance of purchases of portfolio securities. |
16. | Engage in the underwriting of securities, except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933 in disposing of a portfolio security. |
17. | Invest for the purpose of exercising control or management of any other issuer. |
1. | With respect to 75% of its total assets, purchase any securities (other than tax-exempt obligations guaranteed by the United States Government or by its agencies or instrumentalities), if as a result more than 5% of the Fund’s total assets would then be invested in securities of a single issuer or if as a result the Fund would hold more than 10% of the outstanding voting securities of any single issuer, except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. |
2. | Invest more than 25% of its total assets in a single industry; however, as described above under “Principal Risks of Investing in the Fund — Market Segment Risk,” the Fund may from time to time invest more than 25% of its total assets in a particular segment of the municipal securities market. |
3. | Issue senior securities, as defined in the 1940 Act, other than preferred shares of beneficial interest, except to the extent such issuance might be involved with borrowings described under subparagraph (4) below or with respect to hedging and risk management transactions or the writing of options within limits described in Appendix C to this SAI. |
4. | Borrow money, except for temporary or emergency purposes from banks or for repurchase of the Fund’s Shares, and then only in an amount not exceeding one-third of the Fund’s total assets, including the amount borrowed. The Fund will not mortgage, pledge or hypothecate any assets except in connection with a borrowing. The Fund will not purchase portfolio securities during any period that such borrowings exceed 5% of the total asset value of the Fund. Notwithstanding this investment restriction, the Fund may enter into “when |
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issued” and “delayed delivery” transactions as described above under the heading “Principal Investment Strategies of the Fund” in this Prospectus. | ||
5. | Make loans of money or property to any person, except to the extent the securities in which the Fund may invest are considered to be loans and except that the Fund may lend money or property in connection with maintenance of the value of or the Fund’s interest with respect to the municipal securities owned by the Fund. | |
6. | Buy any securities “on margin.” Neither the deposit of initial or variation margin in connection with hedging and risk management transactions nor short-term credits as may be necessary for the clearance of transactions is considered the purchase of a security on margin. | |
7. | Sell any securities “short,” write, purchase or sell puts, calls or combinations thereof, or purchase or sell financial futures or options, except as described in Appendix C to this SAI. | |
8. | Act as an underwriter of securities, except to the extent the Fund may be deemed to be an underwriter in connection with the sale of securities held in its portfolio. | |
9. | Make investments for the purpose of exercising control or participation in management, except to the extent that exercise by the Fund of its rights under agreements related to municipal securities would be deemed to constitute such control or participation, and except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. | |
10. | Invest in securities issued by other investment companies except as part of a merger, reorganization or other acquisition and except to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. |
11. | Invest in equity interests in oil, gas or other mineral exploration or development programs except pursuant to the exercise by the Fund of its rights under agreements relating to municipal securities. |
12. | Purchase or sell real estate, commodities or commodity contracts, except to the extent the municipal securities the Fund may invest in are considered to be interests in real estate, commodities or commodity contracts or to the extent the Fund exercises its rights under agreements relating to such municipal securities (in which case the Fund may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent that financial futures and related options the Fund may invest in are considered to be commodities or commodities contracts. |
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1. | Invest more than 25% of its total assets in a single industry; however, as described above under “Principal Risks of Investing in the Fund — Market Segment Risk,” the Fund may from time to time invest more than 25% of its total assets in a particular segment of the municipal securities market. | |
2. | Issue senior securities, as defined in the 1940 Act, other than preferred shares of beneficial interest, except to the extent such issuance might be involved with borrowings described under subparagraph (3) below or with respect to Strategic Transactions described in Appendix C to this SAI. | |
3. | Borrow money, except for temporary or emergency purposes from banks or for repurchase of the Fund’s Shares, and then only in an amount not exceeding one-third of the Fund’s total assets including the amount borrowed. The Fund will not mortgage, pledge or hypothecate any assets except in connection with a borrowing or a Strategic Transaction described in Appendix C to this SAI. The Fund will not purchase portfolio securities during any period that such borrowings exceed 5% of the total asset value of the Fund. Notwithstanding this investment restriction, the Fund may enter into “when-issued” and “delayed delivery” transactions. | |
4. | Make loans of money or property to any person, except to the extent the securities in which the Fund may invest are considered to be loans and except that the Fund may lend money or property in connection with maintenance of the value of or the Fund’s interest with respect to the securities owned by the Fund. | |
5. | Buy any securities “on margin.” Neither the deposit of initial or variation margin in connection with Strategic Transactions described in Appendix C to this SAI nor short-term credits as may be necessary for the clearance of transactions is considered the purchase of a security on margin. | |
6. | Sell any securities “short,” write, purchase or sell puts, calls or combinations thereof, or purchase or sell financial futures or options, except in connection with Strategic Transactions described in Appendix C to this SAI. | |
7. | Act as an underwriter of securities, except to the extent the Fund may be deemed to be an underwriter in connection with the sale of securities held in its portfolio. | |
8. | Make investments for the purpose of exercising control or participation in management, except to the extent that exercise by the Fund of its rights under agreements related to municipal securities would be deemed to constitute such control or participation, except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. | |
9. | Invest in securities issued by other investment companies except as part of a merger, reorganization or other acquisition and except to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. | |
10. | Invest in equity interests in oil, gas or other mineral exploration or development programs except pursuant to the exercise by the Fund of its rights under agreements relating to municipal securities. | |
11. | Purchase or sell real estate, commodities or commodity contracts, except to the extent the securities the Fund may invest in are considered to be interests in real estate, commodities or commodity contracts or to the extent the Fund exercises its rights under agreements relating to such municipal securities (in which case the Fund may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent that Strategic |
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Transactions described in Appendix C to this SAI that the Fund may engage in are considered to be commodities or commodities contracts. |
1. | Invest more than 25% of its total assets in a single industry; however, as described above under “Principal Risks of Investing in the Fund — Market Segment Risk,” the Fund may from time to time invest more than 25% of its total assets in a particular segment of the municipal securities market. |
2. | Issue senior securities, as defined in the 1940 Act, other than preferred shares of beneficial interest, except to the extent such issuance might be involved with borrowings described under subparagraph (3) below or with respect to hedging and risk management transactions or the writing of options within limits described in Appendix C to this SAI. |
3. | Borrow money, except for temporary or emergency purposes from banks or for repurchase of the Fund’s Shares, and then only in an amount not exceeding one-third of the Fund’s total assets, including the amount borrowed. The Fund will not mortgage, pledge or hypothecate any assets except in connection with a borrowing. The Fund will not purchase portfolio securities during any period that such borrowings exceed 5% of the total asset value of the Fund. Notwithstanding this investment restriction, the Fund may enter into “when issued” and “delayed delivery” transactions as described above under the heading “Principal Investment Strategies of the Fund” in this Prospectus. |
4. | Make loans of money or property to any person, except to the extent the securities in which the Fund may invest are considered to be loans and except that the Fund may lend money or property in connection with maintenance of the value of or the Fund’s interest with respect to the municipal securities owned by the Fund. |
5. | Buy any securities “on margin.” Neither the deposit of initial or variation margin in connection with hedging and risk management transactions nor short-term credits as may be necessary for the clearance of transactions is considered the purchase of a security on margin. |
6. | Sell any securities “short,” write, purchase or sell puts, calls or combinations thereof, or purchase or sell financial futures or options, except as described in Appendix C to this SAI. |
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7. | Act as an underwriter of securities, except to the extent the Fund may be deemed to be an underwriter in connection with the sale of securities held in its portfolio. | |
8. | Make investments for the purpose of exercising control or participation in management, except to the extent that exercise by the Fund of its rights under agreements related to municipal securities would be deemed to constitute such control or participation, and except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. | |
9. | Invest in securities issued by other investment companies except as part of a merger, reorganization or other acquisition and except to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. | |
10. | Invest in equity interests in oil, gas or other mineral exploration or development programs, except pursuant to the exercise by the Fund of its rights under agreements relating to municipal securities. | |
11. | Purchase or sell real estate, commodities or commodity contracts, except to the extent the municipal securities the Fund may invest in are considered to be interests in real estate, commodities or commodity contracts or to the extent the Fund exercises its rights under agreements relating to municipal securities (in which case the Fund may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent that financial futures and related options the Fund may invest in are considered to be commodities or commodities contracts. |
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1. | With respect to 75% of its total assets, purchase any securities (other than tax-exempt obligations guaranteed by the United States Government or by its agencies or instrumentalities), if as a result more than 5% of the Fund’s total assets would then be invested in securities of a single issuer or if as a result the Fund would hold more than 10% of the outstanding voting securities of any single issuer, except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. | |
2. | Invest more than 25% of its total assets in a single industry; however, the Fund may from time to time invest more than 25% of its total assets in a particular segment of the municipal securities market. | |
3. | Issue senior securities, as defined in the 1940 Act, other than preferred shares of beneficial interest, except to the extent such issuance might be involved with borrowings described under subparagraph (4) below or with respect to hedging and risk management transactions or the writing of options. | |
4. | Borrow money, except for temporary or emergency purposes from banks or for repurchase of the Fund’s Shares, and then only in an amount not exceeding one-third of the Fund’s total assets, including the amount borrowed. The Fund will not mortgage, pledge or hypothecate any assets except in connection with a borrowing. The Fund will not purchase portfolio securities during any period that such borrowings exceed 5% of the total asset value of the Fund. Notwithstanding this investment restriction, the Fund may enter into “when-issued” and “delayed delivery” transactions. | |
5. | Make loans of money or property to any person, except to the extent the securities in which the Fund may invest are considered to be loans and except that the Fund may lend money or property in connection with maintenance of the value of or the Fund’s interest with respect to the securities owned by the Fund. | |
6. | Buy any securities “on margin.” Neither the deposit of initial or variation margin in connection with hedging and risk management transactions nor short-term credits as may be necessary for the clearance of transactions is considered the purchase of a security on margin. | |
7. | Sell any securities “short,” write, purchase or sell puts, calls or combinations thereof, or purchase or sell futures or options, except in connection with hedging or risk management transactions. | |
8. | Act as an underwriter of securities, except to the extent the Fund may be deemed to be an underwriter in connection with the sale of securities held in its portfolio. | |
9. | Make investments for the purpose of exercising control or participation in management, except to the extent that exercise by the Fund of its rights under agreements related to municipal securities would be deemed to constitute such control or participation, and except that the Fund may purchase securities of other investment companies to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. | |
10. | Invest in securities issued by other investment companies except as part of a merger, reorganization or other acquisition and except to the extent permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the Securities and Exchange Commission under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief from the provisions of the 1940 Act. | |
11. | Invest in equity interests in oil, gas or other mineral exploration or development programs except pursuant to the exercise by the Fund of its rights under agreements relating to municipal securities. | |
12. | Purchase or sell real estate, commodities or commodity contracts, except to the extent the securities the Fund may invest in are considered to be interests in real estate, commodities or commodity contracts or to the extent the Fund exercises its rights under agreements relating to such municipal securities (in which case the Fund |
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may liquidate real estate acquired as a result of a default on a mortgage), and except to the extent that financial futures and related options the Fund may invest in are considered to be commodities or commodities contracts. |
Fund | Proxy Voting Entity | |
Invesco Value Municipal Income Trust | Invesco Institutional — a division of Invesco | |
Invesco Municipal Income Opportunities Trust | Invesco Institutional — a division of Invesco | |
Invesco Quality Municipal Income Trust | Invesco Institutional — a division of Invesco | |
Invesco Van Kampen California Value Municipal Income Trust | Invesco Aim — a division of Invesco |
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Fund | Proxy Voting Entity | |
Invesco Van Kampen High Income Trust II | Invesco Aim — a division of Invesco | |
Invesco Van Kampen Municipal Opportunity Trust | Invesco Aim — a division of Invesco | |
Invesco Van Kampen Trust for Investment Grade New York Municipals | Invesco Aim — a division of Invesco | |
Invesco Van Kampen Municipal Trust | Invesco Aim — a division of Invesco | |
Invesco Value Municipal Bond Trust | Invesco Institutional — a division of Invesco | |
Invesco Value Municipal Securities | Invesco Institutional — a division of Invesco | |
Invesco Value Municipal Trust | Invesco Institutional — a division of Invesco | |
Invesco Municipal Income Opportunities Trust II | Invesco Institutional — a division of Invesco | |
Invesco Municipal Income Opportunities Trust III | Invesco Institutional — a division of Invesco | |
Invesco Quality Municipal Investment Trust | Invesco Institutional — a division of Invesco | |
Invesco Quality Municipal Securities | Invesco Institutional — a division of Invesco | |
Invesco California Municipal Income Trust | Invesco Institutional — a division of Invesco | |
Invesco California Quality Municipal Securities | Invesco Institutional — a division of Invesco | |
Invesco California Municipal Securities | Invesco Institutional — a division of Invesco | |
Invesco High Yield Investments Fund, Inc. | Invesco Institutional — a division of Invesco | |
Invesco Municipal Premium Income Trust | Invesco Institutional — a division of Invesco | |
Invesco Van Kampen Select Sector Municipal Trust | Invesco Aim — a division of Invesco | |
Invesco Van Kampen Trust for Value Municipals | Invesco Aim — a division of Invesco | |
Invesco New York Quality Municipal Securities | Invesco Institutional — a division of Invesco | |
Invesco Van Kampen Massachusetts Value Municipal Income Trust | Invesco Aim — a division of Invesco | |
Invesco Van Kampen Ohio Quality Municipal Trust | Invesco Aim — a division of Invesco | |
Invesco Van Kampen Trust for Investment Grade New Jersey Municipals | Invesco Aim — a division of Invesco |
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• | The dollar range of the managers’ investments in each Fund. | ||
• | A description of the managers’ compensation structure. | ||
• | Information regarding other accounts managed by the manager and potential conflicts of interest that might arise from the management of multiple accounts. |
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• | proprietary research created by the Broker executing the trade, and | ||
• | other products created by third parties that are supplied to Invesco or the Sub-Adviser through the Broker executing the trade. |
• | 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 database or to prepare value-added analyses related to the investment process (such as forecasts and models used in the portfolio management process). | ||
• | Quotation/Trading/News Systems — products 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. | ||
• | Economic Data/Forecasting Tools — various macro-economic forecasting tools, such as economic data or currency and political forecasts for various countries or regions. | ||
• | Quantitative/Technical Analysis — software tools that assist in quantitative and technical analysis of investment data. | ||
• | Fundamental/Industry Analysis — industry specific fundamental investment research. | ||
• | Other Specialized Tools — other specialized products, such as consulting analyses, access to industry experts, and distinct investment expertise such as forensic accounting or custom built investment-analysis software. |
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• | Distribution Requirement — the Fund must distribute at least 90% of its investment company taxable income and 90% of its net tax-exempt income, if any, for the tax year (certain distributions made by the Fund after the close of its tax year are considered distributions attributable to the previous tax year for purposes of satisfying this requirement). | ||
• | Income Requirement — the Fund must derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived from its business of investing in such stock, securities or currencies and net income derived from qualified publicly traded partnerships (QPTPs). | ||
• | Asset Diversification Test — the Fund must satisfy the following asset diversification test at the close of each quarter of the Fund’s tax year: (1) at least 50% of the value of the Fund’s assets must consist of cash and cash items, U.S. Government securities, securities of other regulated investment companies, and securities of other issuers (as to which the Fund has not invested more than 5% of the value of the Fund’s total assets in securities of an issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of the issuer); and (2) no more than 25% of the value of the Fund’s total assets may be invested in the securities of any one issuer (other than U.S. Government securities and securities of other regulated investment companies) or of two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses, or, collectively, in the securities of QPTPs. |
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(i) | any net capital loss, net long-term capital loss, or net short-term capital loss incurred after October 31 of the current taxable year (post-October losses), and |
(ii) | the excess, if any, of (1) the sum of (a) specified losses incurred after October 31 of the current taxable year, and (b) other ordinary losses incurred after December 31 of the current taxable year, over (2) the sum of (a) specified gains incurred after October 31 of the current taxable year, and (b) other ordinary gains incurred after December 31 of the current taxable year. |
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• | the Fund qualifies as a regulated investment company under the Code and at the close of each quarter of its taxable year, at least 50 percent of the value of its total assets consists of obligations the interest on which is exempt from taxation by the State of California when held by an individual; | ||
• | the dividends are derived from interest on obligations of the State of California and its political subdivisions or qualifying obligations of U.S. territories and possessions that are exempt from state taxation under federal law; | ||
• | the dividends paid do not exceed the amount of interest (minus certain non-deductible expenses) the Fund receives, during its taxable year, on obligations that, when held by an individual, pay interest exempt from taxation by California; and |
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• | the Fund properly identifies the dividends as California exempt interest dividends in a written notice mailed to the investor. |
• | obligations of the State of New York or its political subdivisions; or | ||
• | qualifying obligations of possessions of the United States. |
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• | provide your correct Social Security or taxpayer identification number, | ||
• | certify that this number is correct, | ||
• | certify that you are not subject to backup withholding, and | ||
• | certify that you are a U.S. person (including a U.S. resident alien). |
• | exempt-interest dividends paid by the Fund from its net interest income earned on municipal securities; | ||
• | capital gain dividends paid by the Fund from its net long-term capital gains (other than those from disposition of a U.S. real property interest), unless you are a nonresident alien present in the United States for a period or periods aggregating 183 days or more during the calendar year; and | ||
• | with respect to taxable years of the Fund beginning before January 1, 2012 (unless such sunset date is extended, possibly retroactively to January 1, 2012, or made permanent), interest-related dividends paid by the Fund from its qualified net interest income from U.S. sources and short-term capital gains dividends. After such sunset date, short-term capital gains are taxable to Non-U.S. investors as ordinary dividends subject to U.S. withholding tax at a 30% or lower treaty rate. |
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Trust into Invesco Value Municipal Income Trust
Target Fund | Acquiring Fund | 12 Month Period Ended | ||
Invesco Value Municipal Bond Trust (“IMC”) | Invesco Value Municipal Income Trust (“IIM”) | February 29, 2012 | ||
Invesco Value Municipal Securities (“IMS”) | ||||
Invesco Value Municipal Trust (“IMT”) |
Target Fund | Shares Converted | Acquiring Fund | ||||||
IMC | 3,778,375 | IIM | ||||||
IMS | 6,113,633 | |||||||
IMT | 16,603,710 |
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Fund | Net Assets | |||
IMC (Target Fund) | $ | 61,626,757 | ||
IMS (Target Fund) | 99,510,631 | |||
IMT (Target Fund) | 270,271,617 | |||
IIM (Acquiring Fund) | 336,854,000 | |||
IIM (Pro Forma Combined) | 768,083,005 |
Expense Category | Increase (decrease) in expense | |||
Advisory fees (1) | $ | 3,114,076 | ||
Administrative services fees (2) | (125,032 | ) | ||
Professional fees (3) | (875,456 | ) | ||
Listing fees (4) | (25,459 | ) | ||
Investment-related expenses (5) | 2,043,730 | |||
Fee waiver and/or expense reimbursements (1) | (3,362,736 | ) |
(1) | Advisory fees were adjusted to reflect the proposed increase in advisory fee rate from 0.27% to 0.55% of average weekly managed assets for the Acquiring Fund based on pro forma combined managed assets. In addition, upon closing of all of the Mergers, the Adviser has contractually agreed for at least two years following the closing of all of the Mergers to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual fund operating expenses (excluding certain items discussed below) to 0.46%. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver to exceed the limit reflected above: (1) interest, facilities and maintenance fees; (2) taxes; (3) dividend on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Acquiring Fund has incurred but did not actually pay because of an expense offset arrangement. Correspondingly, the fee waiver and/or expense reimbursements have been adjusted to reflect the contractual agreement by the Adviser. Unless the Board of Trustees and the Adviser mutually agree to amend or continue the fee waiver agreement, it will terminate two years after the closing of the mergers. | |
(2) | Administrative services fees were adjusted to eliminate the duplicative costs of administering three funds pursuant to the Master Administrative Services Agreement for the Target Funds and the Acquiring Fund. | |
(3) | Professional fees were reduced to eliminate the effects of duplicative fees for audit and legal services. | |
(4) | Listing fees were adjusted to reflect the per share listing rate based on pro forma combined shares. |
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(5) | Investment-related expenses were adjusted to reflect financing costs related to the anticipated issuance of Variable Rate Muni Term Preferred Shares and other financing costs based on investment strategies of the Acquiring Fund. |
Level 1 – | Prices are determined using quoted prices in an active market for identical assets. | ||
Level 2 – | Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others. | ||
Level 3 – | Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information. |
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Level 1 | Level 2 | Level 3 | Total | |||||||||||||||
IMC (Target Fund) | Municipal Obligations | $ | — | $ | 92,272,104 | $ | — | $ | 92,272,104 | |||||||||
IMS (Target Fund) | Municipal Obligations | — | 105,987,970 | — | 105,987,970 | |||||||||||||
IMT (Target Fund) | Municipal Obligations | — | 396,913,641 | — | 396,913,641 | |||||||||||||
IIM (Acquiring Fund) | Municipal Obligations | — | 493,626,653 | — | 493,626,653 | |||||||||||||
IIM (Pro Forma Combined) | Municipal Obligations | $ | — | $ | 1,088,800,368 | $ | — | $ | 1,088,800,368 |
Estimated Portion of | ||||||||
Estimated Total | Total Merger Costs to | |||||||
Merger Costs | be Paid by the Funds | |||||||
IMC (Target Fund) | $ | 110,000 | $ | 110,000 | ||||
IMS (Target Fund) | 110,000 | 0 | ||||||
IMT (Target Fund) | 130,000 | 0 | ||||||
IIM (Acquiring Fund) | 70,000 | 70,000 |
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into Invesco Municipal Income Opportunities Trust
Target Fund | Acquiring Fund | 12 Month Period Ended | ||
Invesco Municipal Income Opportunities Trust II (“OIB”) | Invesco Municipal Income Opportunities Trust (“OIA”) | February 29, 2012 | ||
Invesco Municipal Income Opportunities Trust III (“OIC”) |
Target Fund | Shares Converted | Acquiring Fund | ||||||
OIB | 17,839,095 | OIA | ||||||
OIC | 10,132,449 |
Fund | Net Assets | |||
OIB (Target Fund) | $ | 127,304,962 | ||
OIC (Target Fund) | 72,320,207 | |||
OIA (Acquiring Fund) | 140,079,673 | |||
OIA (Pro Forma Combined) | 339,704,842 |
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Expense Category | Increase (decrease) in expense | |||
Advisory fees (1) | $ | 279,561 | ||
Administrative services fees (2) | (76,524 | ) | ||
Professional fees (3) | (74,432 | ) | ||
Listing fees (4) | (28,726 | ) | ||
Investment-related expenses (5) | (54,943 | ) | ||
Fee waiver and/or expense reimbursements (1) | (283,619 | ) |
(1) | Advisory fees were adjusted to reflect the proposed increase in advisory fee rate from 0.50% to 0.55% of average weekly managed assets for the Acquiring Fund based on pro forma combined managed assets. In addition, upon closing of all of the mergers, the Adviser has contractually agreed for at least two years following the closing of all of the Mergers to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual fund operating expenses (excluding certain items discussed below) to 0.67%. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver to exceed the limit reflected above: (1) interest, facilities and maintenance fees; (2) taxes; (3) dividend on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Acquiring Fund has incurred but did not actually pay because of an expense offset arrangement. Correspondingly, the fee waiver and/or expense reimbursements have been adjusted to reflect the contractual agreement by the Adviser. Unless the Board of Trustees and the Adviser mutually agree to amend or continue the fee waiver agreement, it will terminate two years after the closing of the mergers. | |
(2) | Administrative services fees were adjusted to eliminate the duplicative costs of administering two funds pursuant to the Master Administrative Services Agreement for the Target Funds and the Acquiring Fund. | |
(3) | Professional fees were reduced to eliminate the effects of duplicative fees for audit and legal services. | |
(4) | Listing fees were adjusted to reflect the per share listing rate based on pro forma combined shares. | |
(5) | Investment-related expenses were adjusted to reflect financing costs related to investment strategies of the Acquiring Fund. |
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Level 1 – | Prices are determined using quoted prices in an active market for identical assets. | ||
Level 2 – | Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others. | ||
Level 3 – | Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information. |
Level 1 | Level 2 | Level 3 | Total | |||||||||||
OIB (Target Fund) | Municipal Obligations | $ | — | $ | 133,881,977 | $ | — | $ | 133,881,977 | |||||
OIC (Target Fund) | Municipal Obligations | — | 76,435,853 | — | 76,435,853 | |||||||||
OIA (Acquiring Fund) | Municipal Obligations | — | 146,205,354 | — | 146,205,354 | |||||||||
OIA (Pro Forma Combined) | Municipal Obligations | $ | — | $ | 356,523,184 | $ | — | $ | 356,523,184 |
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Estimated Portion of | ||||||||
Estimated Total Merger | Total Merger Costs to | |||||||
Costs | be Paid by the Funds | |||||||
OIB (Target Fund) | $ | 140,000 | $ | 0 | ||||
OIC (Target Fund) | 130,000 | 0 | ||||||
OIA (Acquiring Fund) | 90,000 | 0 |
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Municipal Income Trust
Target Fund | Acquiring Fund | 12 Month Period Ended | ||
Invesco Quality Municipal Investment Trust (“IQT”) | Invesco Quality Municipal Income Trust (“IQI”) | February 29, 2012 | ||
Invesco Quality Municipal Securities (“IQM”) |
Target Fund | Shares Converted | Acquiring Fund | ||||||
IQT | 14,584,614 | IQI | ||||||
IQM | 15,092,321 |
Fund | Net Assets | |||
IQT (Target Fund) | $ | 202,475,282 | ||
IQM (Target Fund) | 209,425,189 | |||
IQI (Acquiring Fund) | 326,271,421 | |||
IQI (Pro Forma Combined) | 738,071,892 |
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Expense Category | Increase (decrease) in expense | |||
Advisory fees (1) | $ | 3,318,714 | ||
Administrative services fees (2) | (52,124 | ) | ||
Professional fees (3) | (1,521,365 | ) | ||
Listing fees (4) | (10,823 | ) | ||
Investment-related expenses (5) | 3,358,155 | |||
Fee waiver and/or expense reimbursements (1) | (3,500,145 | ) |
(1) | Advisory fees were adjusted to reflect the proposed increase in advisory fee rate from 0.27% to 0.55% of average weekly managed assets for the Acquiring Fund based on pro forma combined managed assets. In addition, upon closing of all of the mergers, the Adviser has contractually agreed, through at least two years from the closing date of the mergers, to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual fund operating expenses (excluding certain items discussed below) to 0.50%. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver to exceed the limit reflected above: (1) interest, facilities and maintenance fees; (2) taxes; (3) dividend on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Acquiring Fund has incurred but did not actually pay because of an expense offset arrangement. Correspondingly, the fee waiver and/or expense reimbursements have been adjusted to reflect the contractual agreement by the Adviser. Unless the Board of Trustees and the Adviser mutually agree to amend or continue the fee waiver agreement, it will terminate two years after the closing of the mergers. | |
(2) | Administrative services fees were adjusted to eliminate the duplicative costs of administering two funds pursuant to the Master Administrative Services Agreement for the Target Funds and the Acquiring Fund. | |
(3) | Professional fees were reduced to eliminate the effects of duplicative fees for audit and legal services. | |
(4) | Listing fees were adjusted to reflect the per share listing rate based on pro forma combined shares. | |
(5) | Investment-related expenses were adjusted to reflect financing costs related to the anticipated issuance of Variable Rate Muni Term Preferred Shares and other financing costs based on investment strategies of the Acquiring Fund. |
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Level 1 – | Prices are determined using quoted prices in an active market for identical assets. | ||
Level 2 – | Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others. | ||
Level 3 – | Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information. |
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||
IQT (Target Fund) | Municipal Obligations | $ | — | $ | 303,942,785 | $ | — | $ | 303,942,785 | |||||||||||
IQM (Target Fund) | Municipal Obligations | — | 304,788,226 | — | 304,788,226 | |||||||||||||||
IQI (Acquiring Fund) | Municipal Obligations | — | 518,985,470 | — | 518,985,470 | |||||||||||||||
IQI (Pro Forma Combined) | Municipal Obligations | $ | — | $ | 1,127,716,481 | $ | — | $ | 1,127,716,481 |
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Estimated Portion of | ||||||||
Estimated Total | Total Merger Costs to | |||||||
Merger Costs | be Paid by the Funds | |||||||
IQT (Target Fund) | $ | 140,000 | $ | 0 | ||||
IQM (Target Fund) | 140,000 | 0 | ||||||
IQI (Acquiring Fund) | 100,000 | 100,000 |
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California Municipal Securities into Invesco Van Kampen California Value Municipal Income Trust
Target Fund | Acquiring Fund | 12 Month Period Ended | ||
Invesco California Municipal Income Trust (“IIC”) | Invesco Van Kampen California Value Municipal Income Trust (“VCV”) | February 29, 2012 | ||
Invesco California Quality Municipal Securities (“IQC”) | ||||
Invesco California Municipal Securities (“ICS”) |
Target Fund | Shares Converted | Acquiring Fund | ||
IIC | 12,650,930 | VCV | ||
IQC | 9,757,222 | |||
ICS | 3,980,750 |
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Fund | Net Assets | |||
IIC (Target Fund) | $ | 167,342,758 | ||
IQC (Target Fund) | 129,094,753 | |||
ICS (Target Fund) | 52,673,929 | |||
VCV (Acquiring Fund) | 293,012,026 | |||
VCV (Pro Forma Combined) | 642,123,466 |
Expense Category | Increase (decrease) in expense | |||
Advisory fees (1) | $ | 1,945,199 | ||
Administrative services fees (2) | (106,090 | ) | ||
Professional fees (3) | (161,009 | ) | ||
Listing fees (4) | (39,127 | ) | ||
Investment-related expenses (5) | 3,413,758 | |||
Fee waiver and/or expense reimbursements (1) | (3,231,090 | ) |
(1) | Under the terms of the investment advisory contract of the Acquiring Fund, the advisory fees have been adjusted to reflect the advisory fee rates in effect for the Acquiring Fund based on pro forma combined managed assets. Upon closing of all of the mergers, the Adviser has contractually agreed for at least two years following the closing of the Mergers to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual fund operating expenses (excluding certain items discussed below) to 0.52%. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver to exceed the limit reflected above: (1) interest, facilities and maintenance fees; (2) taxes; (3) dividend on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Acquiring Fund has incurred but did not actually pay because of an expense offset arrangement. Correspondingly, the fee waiver and/or expense reimbursements have been adjusted to reflect the contractual agreement by the Adviser. Unless the Board of Trustees and the Adviser mutually agree to amend or continue the fee waiver agreement, it will terminate two years after the closing of the mergers. | |
(2) | Administrative services fees were adjusted to eliminate the duplicative costs of administering three funds pursuant to the Master Administrative Services Agreement for the Target Funds and the Acquiring Fund. | |
(3) | Professional fees were reduced to eliminate the effects of duplicative fees for audit and legal services. | |
(4) | Listing fees were adjusted to reflect the per share listing rate based on pro forma combined shares. | |
(5) | Investment-related expenses were adjusted to reflect financing costs related to the anticipated issuance of Variable Rate Muni Term Preferred Shares and other financing costs based on investment strategies of the Acquiring Fund |
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Level 1 – | Prices are determined using quoted prices in an active market for identical assets. | ||
Level 2 – | Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others. | ||
Level 3 – | Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information. |
- 105 -
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||
IIC (Target Fund) | Municipal Obligations | $ | — | $ | 232,889,601 | $ | — | $ | 232,889,601 | |||||||||||
IQC (Target Fund) | Municipal Obligations | — | 189,795,945 | — | 189,795,945 | |||||||||||||||
ICS (Target Fund) | Municipal Obligations | — | 58,787,878 | — | 58,787,878 | |||||||||||||||
VCV (Acquiring Fund) | Municipal Obligations | — | 504,362,717 | — | 504,362,717 | |||||||||||||||
VCV (Pro Forma Combined) | Municipal Obligations | $ | — | $ | 985,836,141 | $ | — | $ | 985,836,141 |
Estimated Portion of | ||||||||
Estimated Total | Total Merger Costs to | |||||||
Merger Costs | be Paid by the Funds | |||||||
IIC (Target Fund) | $ | 140,000 | $ | 0 | ||||
IQC (Target Fund) | 140,000 | 0 | ||||||
ICS (Target Fund) | 130,000 | 0 | ||||||
VCV (Acquiring Fund) | 110,000 | 0 |
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Target Fund | Acquiring Fund | 12 Month Period Ended | ||
Invesco High Yield Investment Fund, Inc. (“MSY”) | Invesco Van Kampen High Income Trust II (“VLT”) | February 29, 2012 |
Target Fund | Shares Converted | Acquiring Fund | ||||
MSY | 4,409,461 | VLT |
Fund | Net Assets | |||
MSY (Target Fund) | $ | 72,277,840 | ||
VLT (Acquiring Fund) | 61,755,099 | |||
VLT (Pro Forma Combined) | 133,912,939 |
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Expense Category | Increase (decrease) in expense | |||
Advisory fees (1) | $ | 193,392 | ||
Administrative services fees (2) | (50,000 | ) | ||
Professional fees (3) | (296,139 | ) | ||
Listing fees (4) | (21,250 | ) | ||
Investment-related expenses (5) | (51,577 | ) | ||
Fee waiver and/or expense reimbursements (1) | (266,632 | ) |
(1) | Under the terms of the investment advisory contract of the Acquiring Fund, the advisory fees have been adjusted to reflect the advisory fee rates in effect for the Acquiring Fund based on pro forma combined managed assets including bank borrowings entered into to retire preferred shares. Upon closing of the Merger, the Adviser has contractually agreed for at least two years following the closing of the Merger to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual fund operating expenses (excluding certain items discussed below) to 1.07%. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver to exceed the limit reflected above: (1) interest, facilities and maintenance fees; (2) taxes; (3) dividend on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Acquiring Fund has incurred but did not actually pay because of an expense offset arrangement. Correspondingly, the fee waiver and/or expense reimbursements have been adjusted to reflect the contractual agreement by the Adviser. Unless the Board of Trustees and the Adviser mutually agree to amend or continue the fee waiver agreement, it will terminate two years after the closing of the merger. | |
(2) | Administrative services fees were adjusted to eliminate the duplicative costs of administering one fund pursuant to the Master Administrative Services Agreement for the Target Fund and the Acquiring Fund. | |
(3) | Professional fees were reduced to eliminate the effects of duplicative fees for audit and legal services. | |
(4) | Listing fees were adjusted to reflect the per share listing rate based on pro forma combined shares. | |
(5) | Investment-related expenses were adjusted to reflect financing costs related to investment strategies of the Acquiring Fund. |
- 108 -
- 109 -
Level 1 – | Prices are determined using quoted prices in an active market for identical assets. | ||
Level 2 – | Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others. | ||
Level 3 – | Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information. |
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||
MSY (Target Fund) | Equity Securities | $ | 4,472,775 | $ | 433,875 | $ | — | $ | 4,906,650 | |||||||||||
MSY (Target Fund) | Corporate Debt Securities | — | 93,874,047 | 7,015 | 93,881,062 | |||||||||||||||
MSY (Target Fund) | Foreign Currency Contracts* | — | (80,533 | ) | — | (80,533 | ) | |||||||||||||
MSY (Target Fund) | Total | $ | 4,472,775 | $ | 94,227,389 | $ | 7,015 | $ | 98,707,179 | |||||||||||
VLT (Acquiring Fund) | Equity Securities | $ | 2,418,131 | $ | 355,777 | $ | 0 | $ | 2,773,908 | |||||||||||
VLT (Acquiring Fund) | Corporate Debt Securities | — | 73,681,275 | 6,600 | 73,687,875 | |||||||||||||||
VLT (Acquiring Fund) | Foreign Debt Securities | — | 7,997,805 | — | 7,997,805 | |||||||||||||||
VLT (Acquiring Fund) | Foreign Currency Contracts* | — | (63,567 | ) | — | (63,567 | ) | |||||||||||||
VLT (Acquiring Fund) | Total | $ | 2,418,131 | $ | 81,971,290 | $ | 6,600 | $ | 84,396,021 | |||||||||||
VLT (Pro Forma Combined) | Total | $ | 6,890,906 | $ | 176,198,679 | $ | 13,615 | $ | 183,103,200 |
* | Unrealized appreciation (depreciation). |
- 110 -
Estimated Portion of | ||||||||
Estimated Total | Total Merger Costs to | |||||||
Merger | be Paid by the Funds | |||||||
MSY (Target Fund) | $ | 190,000 | $ | 0 | ||||
VLT (Acquiring Fund) | 120,000 | 120,000 |
- 111 -
Kampen Trust for Value Municipals into Invesco Van Kampen Municipal Opportunity Trust
Target Fund | Acquiring Fund | 12 Month Period Ended | ||
Invesco Municipal Premium Income Trust (“PIA”) | Invesco Van Kampen Municipal Opportunity Trust (“VMO”) | February 29, 2012 | ||
Invesco Van Kampen Select Sector Municipal Trust (“VKL”) | ||||
Invesco Van Kampen Trust for Value Municipals (“VIM”) |
Target Fund | Shares Converted | Acquiring Fund |
PIA | 10,629,685 | VMO |
VKL | 13,488,584 | |
VIM | 9,670,718 |
- 112 -
Fund | Net Assets | |||
PIA (Target Fund) | $ | 150,776,682 | ||
VKL (Target Fund) | 191,469,377 | |||
VIM (Target Fund) | 137,210,808 | |||
VMO(Acquiring Fund) | 480,291,241 | |||
VMO (Pro Forma Combined) | 959,748,108 |
Expense Category | Increase (decrease) in expense | |||
Advisory fees (1) | $ | 523,725 | ||
Administrative services fees (2) | (97,639 | ) | ||
Professional fees (3) | (1,174,440 | ) | ||
Listing fees (4) | (38,290 | ) | ||
Investment-related expenses (5) | 5,258,674 | |||
Fee waiver and/or expense reimbursements (1) | (1,428,591 | ) |
(1) | Under the terms of the investment advisory contract of the Acquiring Fund, the advisory fees have been adjusted to reflect the advisory fee rates in effect for the Acquiring Fund based on pro forma combined managed assets. Upon closing of all of the mergers, the Adviser has contractually agreed, through at least two years from the closing date of the mergers, to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual fund operating expenses (excluding certain items discussed below) to 0.89%. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver to exceed the limit reflected above: (1) interest, facilities and maintenance fees; (2) taxes; (3) dividend on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Acquiring Fund has incurred but did not actually pay because of an expense offset arrangement. Correspondingly, the fee waiver and/or expense reimbursements have been adjusted to reflect the contractual agreement by the Adviser. Unless the Board of Trustees and the Adviser mutually agree to amend or continue the fee waiver agreement, it will terminate two years after the closing of the mergers. | |
(2) | Administrative services fees were adjusted to eliminate the duplicative costs of administering three funds pursuant to the Master Administrative Services Agreement for the Target Funds and the Acquiring Fund. | |
(3) | Professional fees were reduced to eliminate the effects of duplicative fees for audit and legal services. | |
(4) | Listing fees were adjusted to reflect the per share listing rate based on pro forma combined shares. | |
(5) | Investment-related expenses were adjusted to reflect financing costs related to the anticipated issuance of Variable Rate Muni Term Preferred Shares and other financing costs based on investment strategies of the Acquiring Fund. |
- 113 -
Level 1 – | Prices are determined using quoted prices in an active market for identical assets. | ||
Level 2 – | Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others. | ||
Level 3 – | Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information. |
- 114 -
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||
PIA (Target Fund) | Municipal Obligations | $ | — | $ | 251,237,032 | $ | — | $ | 251,237,032 | |||||||||||
VKL (Target Fund) | Municipal Obligations | — | 318,886,580 | — | 318,886,580 | |||||||||||||||
VIM (Target Fund) | Municipal Obligations | — | 219,743,307 | — | 219,743,307 | |||||||||||||||
VMO (Acquiring Fund) | Municipal Obligations | — | 822,193,743 | — | 822,193,743 | |||||||||||||||
VMO (Pro Forma Combined) | Municipal Obligations | $ | — | $ | 1,612,060,662 | $ | — | $ | 1,612,060,662 |
Estimated Portion of | ||||||||
Estimated Total Merger | Total Merger Costs to | |||||||
Costs | be Paid by the Funds | |||||||
PIA (Target Fund) | $ | 140,000 | $ | 0 | ||||
VKL (Target Fund) | 150,000 | 0 | ||||||
VIM (Target Fund) | 150,000 | 0 | ||||||
VMO (Acquiring Fund) | 130,000 | 0 |
- 115 -
York Municipals
Target Fund | Acquiring Fund | 12 Month Period Ended | ||
Invesco New York Quality Municipal Securities (“IQN”) | Invesco Van Kampen Trust for Investment Grade New York Municipals (“VTN”) | February 29, 2012 |
Target Fund | Shares Converted | Acquiring Fund | ||||
IQN | 4,247,296 | VTN |
Fund | Net Assets | |||
IQN (Target Fund) | $ | 66,265,649 | ||
VTN (Acquiring Fund) | 237,814,947 | |||
VTN (Pro Forma Combined) | 304,080,596 |
- 116 -
Expense Category | Increase (decrease) in expense | |||
Advisory fees (1) | $ | 348,799 | ||
Administrative services fees (2) | (55,803 | ) | ||
Professional fees (3) | (170,717 | ) | ||
Listing fees (4) | (15,808 | ) | ||
Investment-related expenses (5) | 1,358,644 | |||
Fee waiver and/or expense reimbursements (1) | (943,634 | ) |
(1) | Under the terms of the investment advisory contract of the Acquiring Fund, the advisory fees have been adjusted to reflect the advisory fee rates in effect for the Acquiring Fund based on pro forma combined managed assets. Upon closing of the merger, the Adviser has contractually agreed, through at least two years from the closing date of the merger, to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual fund operating expenses (excluding certain items discussed below) to 0.69%. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver to exceed the limit reflected above: (1) interest, facilities and maintenance fees; (2) taxes; (3) dividend on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Acquiring Fund has incurred but did not actually pay because of an expense offset arrangement. Correspondingly, the fee waiver and/or expense reimbursements have been adjusted to reflect the contractual agreement by the Adviser. Unless the Board of Trustees and the Adviser mutually agree to amend or continue the fee waiver agreement, it will terminate two years after the closing of the merger. | |
(2) | Administrative services fees were adjusted to eliminate the duplicative costs of administering one fund pursuant to the Master Administrative Services Agreement for the Target Fund and the Acquiring Fund. | |
(3) | Professional fees were reduced to eliminate the effects of duplicative fees for audit and legal services. | |
(4) | Listing fees were adjusted to reflect the per share listing rate based on pro forma combined shares. | |
(5) | Investment-related expenses were adjusted to reflect financing costs related to the anticipated issuance of Variable Rate Muni Term Preferred Shares and other financing costs based on investment strategies of the Acquiring Fund |
- 117 -
Level 1 – | Prices are determined using quoted prices in an active market for identical assets. | ||
Level 2 – | Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others. | ||
Level 3 – | Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information. |
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||
IQN (Target Fund) | Municipal Obligations | $ | — | $ | 89,991,149 | $ | — | $ | 89,991,149 | |||||||||||
VTN (Acquiring Fund) | Municipal Obligations | — | 384,870,041 | — | 384,870,041 | |||||||||||||||
VTN (Pro Forma Combined) | Municipal Obligations | $ | — | $ | 474,861,190 | $ | — | $ | 474,861,190 |
- 118 -
Estimated Portion of Total | ||||||||
Estimated Total | Merger Costs to be Paid by the | |||||||
Merger Costs | Funds | |||||||
IQN (Target Fund) | $ | 180,000 | $ | 0 | ||||
VTN (Acquiring Fund) | 120,000 | 0 |
- 119 -
Municipal Trust, and Invesco Van Kampen Trust for Investment Grade New Jersey Municipals into
Invesco Van Kampen Municipal Trust
Target Fund | Acquiring Fund | 12 Month Period Ended | ||
Invesco Van Kampen Massachusetts Value Municipal Income Trust (“VMV”) Invesco Van Kampen Ohio Quality Municipal Trust (“VOQ”) Invesco Van Kampen Trust for Investment Grade New Jersey Municipals (“VTJ”) | Invesco Van Kampen Municipal Trust (“VKQ”) | February 29, 2012 |
Target Fund | Shares Converted | Acquiring Fund | ||||||
VMV | 2,565,907 | VKQ | ||||||
VOQ | 6,545,852 | |||||||
VTJ | 7,332,519 |
- 120 -
Fund | Net Assets | |||
VMV (Target Fund) | $ | 36,508,342 | ||
VOQ (Target Fund) | 93,158,210 | |||
VTJ (Target Fund) | 104,337,789 | |||
VKQ (Acquiring Fund) | 556,183,964 | |||
VKQ (Pro Forma Combined) | 790,188,305 |
Increase (decrease) | ||||
Expense Category | in expense | |||
Advisory fees (1) | $ | 29,804 | ||
Administrative services fees (2) | (140,653 | ) | ||
Investment-related expenses (3) | 3,666,462 | |||
Listing fees (4) | (20,696 | ) | ||
Professional fees (5) | (587,919 | ) | ||
Fee waiver and/or expense reimbursements (1) | 716,695 |
(1) | Under the terms of the investment advisory contract of the Acquiring Fund, the advisory fees have been adjusted to reflect the advisory fee rates in effect for the Acquiring Fund based on pro forma combined managed assets. Correspondingly, fee waivers and/or expense reimbursements have been adjusted to reflect such agreements. | |
(2) | Administrative services fees were adjusted to eliminate the duplicative costs of administering three funds pursuant to the Master Administrative Services Agreement for the Target Funds and the Acquiring Fund. | |
(3) | Investment-related expenses were adjusted to reflect financing costs related to the anticipated issuance of Variable Rate Muni Term Preferred Shares and other financing costs based investment strategies of the Acquiring Fund. | |
(4) | Listing fees were adjusted to reflect the per share listing rate based on pro forma combined shares. | |
(5) | Professional fees were reduced to eliminate the effects of duplicative fees for audit and legal services. |
- 121 -
Level 1 – | Prices are determined using quoted prices in an active market for identical assets. | ||
Level 2 – | Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others. | ||
Level 3 – | Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information. |
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||
VMV (Target Fund) | Municipal Obligations | $ | — | $ | 60,051,351 | $ | — | $ | 60,051,351 | |||||||||||
VOQ (Target Fund) | Municipal Obligations | — | 151,209,363 | — | 151,209,363 | |||||||||||||||
VTJ (Target Fund) | Municipal Obligations | — | 167,177,069 | — | 167,177,069 | |||||||||||||||
VKQ (Acquiring Fund) | Municipal Obligations | — | 892,390,655 | — | 892,390,655 | |||||||||||||||
VKQ (Pro Forma Combined) | Municipal Obligations | $ | — | $ | 1,270,828,438 | $ | — | $ | 1,270,828,438 |
- 122 -
Estimated Portion of Total | ||||||||
Estimated Total Merger | Merger Costs to be Paid by the | |||||||
Costs | Funds | |||||||
VMV (Target Fund) | $ | 140,000 | $ | 0 | ||||
VOQ (Target Fund) | 140,000 | 0 | ||||||
VTJ (Target Fund) | 140,000 | 0 | ||||||
VKQ (Acquiring Fund) | 140,000 | 0 |
- 123 -
A-1
A-2
A-3
A-4
A-5
A-6
A-7
A-8
A-9
A-10
A-11
A-12
A-13
A-14
• | Transfer of the States liquor sales system to JobsOhio, a nonprofit corporation created to promote economic development, job creation and retention, job training and the recruitment of business to the State. In consideration of this transfer, the 2012-13 Act reflects that the State anticipates receiving a $500 million one-time payment from JobsOhio in fiscal year 2012. With that transfer, the State will forgo annual deposits to the GRF from net liquor profits (those deposits totaled $153.0 million in fiscal year 2011). In 2011, a complaint was filed claiming the law authorizing the creation of JobsOhio, as amended by the 2012-13 Act, is an improper special act conferring corporate powers and that the State may not lend its aid and credit to JobsOhio. The |
A-15
court granted the State’s motions to dismiss the complaint based on lack of standing. On December 23, 2011, plaintiffs appealed the trial court’s ruling and the parties are awaiting a decision from the Court of Appeals. |
• | Sale of a State-owned prison facility to private operators. | ||
• | Reducing local government fund allocations by $111 million in fiscal year 2012 and $340 million in fiscal year 2013. | ||
• | Reducing public library fund allocations resulting in expenditure reductions of $52.3 million in fiscal year 2012 and $102.8 million in fiscal year 2013. | ||
• | Accelerated phase-out of reimbursement payments to local governments and school districts in connection with the elimination of the tangible personal property tax resulting in an increased share of the Commercial Activity Tax being deposited into the GRF (estimated at $293.5 million in fiscal year 2012 and $597.7 million in fiscal year 2013). | ||
• | Accelerated phase-out of reimbursement payments to local governments and school districts for electric power generation deregulation and the entire natural gas deregulation resulting in a larger share of the kilowatt-hour tax and natural gas consumption tax being relocated to the GRF (estimated at $141.6 million in fiscal year 2012 and $147.4 million in fiscal year 2013). | ||
• | $235 million from transfers to the GRF of unclaimed funds and from other non-GRF funds and $12 million from a tax amnesty program. |
A-16
A-17
A-18
B-1
• | Likelihood of payment — capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; | ||
• | Nature of and provisions of the obligation; | ||
• | Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights. |
B-2
B-3
B-4
• | Amortization schedule — the larger final maturity relative to other maturities, the more likely it will be treated as a note; and | ||
• | Source of payment — the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note. |
B-5
B-6
B-7
a. | the issuer has entered into a grace or cure period following non-payment of a material financial obligation; | ||
b. | the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or | ||
c. | Fitch Ratings otherwise believes a condition of ‘RD’ or ‘D’ to be imminent or inevitable, including through the formal announcement of a coercive debt exchange. |
a. | the selective payment default on a specific class or currency of debt; | ||
b. | the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation; | ||
c. | the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or | ||
d. | execution of a coercive debt exchange on one or more material financial obligations. |
B-8
B-9
C-1
C-2
C-3
C-4
C-5
C-6
C-7
C-8
C-9
C-10
C-11
C-12
C-13
C-14
C-15
C-16
C-17
C-18
C-19
C-20
FUND NAME | February 29, 2012 | February 28, 2011 | ||||||
Invesco Municipal Income Opportunities Trust II | 20 | % | 18 | % |
FUND NAME | February 29, 2012 | Four months ended February 28, 20111 | October 31, 2010 | |||||||||
Invesco Value Municipal Income Trust | 13 | % | 3 | % | 7 | % | ||||||
Invesco Quality Municipal Income Trust | 26 | % | 3 | % | 11 | % | ||||||
Invesco Van Kampen California Value Municipal Income Trust | 20 | % | 4 | % | 12 | % | ||||||
Invesco Van Kampen Municipal Opportunity Trust | 16 | % | 2 | % | 10 | % | ||||||
Invesco Van Kampen Trust for Investment Grade New York Municipals | 17 | % | 5 | % | 14 | % | ||||||
Invesco Van Kampen Municipal Trust | 14 | % | 3 | % | 10 | % | ||||||
Invesco Value Municipal Bond Trust | 10 | % | 4 | % | 7 | % | ||||||
Invesco Value Municipal Securities | 15 | % | 5 | % | 9 | % | ||||||
Invesco Value Municipal Trust | 15 | % | 3 | % | 8 | % | ||||||
Invesco Quality Municipal Investment Trust | 14 | % | 1 | % | 9 | % | ||||||
Invesco Quality Municipal Securities | 17 | % | 1 | % | 11 | % | ||||||
Invesco California Municipal Income Trust | 21 | % | 2 | % | 13 | % | ||||||
Invesco California Quality Municipal Securities | 25 | % | 2 | % | 13 | % | ||||||
Invesco California Municipal Securities | 18 | % | 2 | % | 12 | % | ||||||
Invesco Van Kampen Select Sector Municipal Trust | 14 | % | 2 | % | 12 | % | ||||||
Invesco Van Kampen Trust for Value Municipals | 12 | % | 4 | % | 5 | % |
1 | The fiscal year end for these Funds changed from October 31 to the last day of February effective February 28, 2011. |
D-1
FUND NAME | February 29, 2012 | Four months ended February 28, 20111 | October 31, 2010 | |||||||||
Invesco New York Quality Municipal Securities | 14 | % | 7 | % | 21 | % | ||||||
Invesco Van Kampen Massachusetts Value Municipal Income Trust | 26 | % | 3 | % | 33 | % | ||||||
Invesco Van Kampen Ohio Quality Municipal Trust | 22 | % | 5 | % | 14 | % | ||||||
Invesco Van Kampen Trust for Investment Grade New Jersey Municipals | 8 | % | 6 | % | 17 | % |
FUND NAME | February 29, 2012 | Nine months ended February 28, 20112 | May 31, 2010 | |||||||||
Invesco Municipal Income Opportunities Trust | 22 | % | 12 | % | 13 | % | ||||||
Invesco Municipal Premium Income Trust | 18 | % | 5 | % | 12 | % |
FUND NAME | February 29, 2012 | Two months ended February 28, 20113 | December 31, 2010 | |||||||||
Invesco Van Kampen High Income Trust II | 60 | % | 18 | % | 135 | % | ||||||
Invesco High Yield Investments Fund, Inc. | 62 | % | 16 | % | 109 | % |
FUND NAME | February 29, 2012 | Eleven months ended February 28, 20114 | March 31, 2010 | |||||||||
Invesco Municipal Income Opportunities Trust III | 22 | % | 16 | % | 14 | % |
2 | The fiscal year end for these Funds changed from May 31 to the last day of February effective February 28, 2011. | |
3 | The fiscal year end for these Funds changed from December 31 to the last day of February effective February 28, 2011. | |
4 | The fiscal year end for these Funds changed from March 31 to the last day of February effective February 28, 2011. |
D-2
FUND NAME | February 29, 2012 | February 28, 2011 | February 28, 2010 | |||||||||||||||||||||||||||||||||
MGMT | MGMT | Net | MGMT | MGMT | Net | MGMT | MGMT | Net | ||||||||||||||||||||||||||||
Fee Payable | Fee Waivers | MGMT Fee Paid | Fee Payable | Fee Waivers | MGMT Fee Paid | Fee Payable | Fee Waivers | MGMT Fee Paid | ||||||||||||||||||||||||||||
Invesco Municipal Income Opportunities Trust II | $ | 598,136 | $ | 0 | $ | 598,136 | $ | 605,593 | $ | 0 | $ | 605,593 | $ | 553,714 | $ | 0 | $ | 553,714 |
For the fiscal year ended February 29, 2012, the period November 1, 2010 through February 28, 2011, and the fiscal years ended October 31, 2010 and 2009, the management (MGMT) fees payable by each Fund, the amounts waived by the Adviser and the net fees paid by each Fund were as follows: |
FUND NAME | February 29, 2012 | Four months ended February 28, 20111 | October 31, 2010 | October 31, 2009 | ||||||||||||||||||||||||||||||||||||||||||||
MGMT | MGMT | Net | MGMT | MGMT | Net | MGMT | MGMT | Net | MGMT | MGMT | Net | |||||||||||||||||||||||||||||||||||||
Fee | Fee | MGMT | Fee | Fee | MGMT | Fee | Fee | MGMT | Fee | Fee | MGMT | |||||||||||||||||||||||||||||||||||||
Payable | Waivers | Fee Paid | Payable | Waivers | Fee Paid | Payable | Waivers | Fee Paid | Payable | Waivers | Fee Paid | |||||||||||||||||||||||||||||||||||||
Invesco Value Municipal Income Trust | $ | 1,260,269 | $ | 0 | $ | 1,260,269 | $ | 400,246 | $ | 0 | $ | 400,246 | $ | 1,259,956 | $ | (2,593 | ) | $ | 1,257,363 | $ | 1,185,054 | $ | 0 | $ | 1,185,054 | |||||||||||||||||||||||
Invesco Quality Municipal Income Trust | 1,328,663 | 0 | 1,328,663 | 428,879 | 0 | 428,879 | 1,367,347 | (5,495 | ) | 1,361,852 | 1,292,771 | 0 | 1,292,771 | |||||||||||||||||||||||||||||||||||
Invesco Van Kampen California Value Municipal Income Trust | 2,527,951 | (160,762 | ) | 2,367,189 | 802,072 | (27,271 | ) | 774,801 | 2,574,534 | (268,891 | ) | 2,305,643 | 2,359,507 | (429,000 | ) | 1,930,507 | ||||||||||||||||||||||||||||||||
Invesco Van Kampen Municipal Opportunity Trust | 4,230,819 | (260,730 | ) | 3,970,089 | 1,355,930 | (64,217 | ) | 1,291,713 | 4,318,515 | (454,127 | ) | 3,864,388 | 4,006,685 | (728,500 | ) | 3,278,185 |
1 The fiscal year end for these Funds changed from October 31 to the last day of February effective February 28, 2011. |
E-1
February 29, 2012 | Four months ended February 28, 20111 | October 31, 2010 | October 31, 2009 | |||||||||||||||||||||||||||||||||||||||||||||
MGMT | MGMT | Net | MGMT | MGMT | Net | MGMT | MGMT | Net | MGMT | MGMT | Net | |||||||||||||||||||||||||||||||||||||
Fee | Fee | MGMT | Fee | Fee | MGMT | Fee | Fee | MGMT | Fee | Fee | MGMT | |||||||||||||||||||||||||||||||||||||
FUND NAME | Payable | Waivers | Fee Paid | Payable | Waivers | Fee Paid | Payable | Waivers | Fee Paid | Payable | Waivers | Fee Paid | ||||||||||||||||||||||||||||||||||||
Invesco Van Kampen Trust for Investment Grade New York Municipals | 1,986,120 | (94,910 | ) | 1,891,210 | 635,799 | 0 | 635,799 | 2,009,542 | (219,252 | ) | 1,790,290 | 1,845,283 | (335,500 | ) | 1,509,783 | |||||||||||||||||||||||||||||||||
Invesco Van Kampen Municipal Trust | 4,579,741 | (383,025 | ) | 4,196,716 | 1,464,000 | (110,359 | ) | 1,353,641 | 4,647,305 | (588,085 | ) | 4,059,220 | 4,236,296 | (770,200 | ) | 3,466,096 | ||||||||||||||||||||||||||||||||
Invesco Value Municipal Bond Trust | 234,466 | 0 | 234,466 | 74,310 | 0 | 74,310 | 234,283 | (1,492 | ) | 232,791 | 219,526 | 0 | 219,526 | |||||||||||||||||||||||||||||||||||
Invesco Value Municipal Securities | $ | 256,292 | $ | 0 | $ | 256,292 | $ | 81,427 | $ | 0 | $ | 81,427 | $ | 256,760 | $ | (7,210 | ) | $ | 249,550 | $ | 241,317 | $ | 0 | $ | 241,317 | |||||||||||||||||||||||
Invesco Value Municipal Trust | 998,842 | 0 | 998,842 | 320,922 | 0 | 320,922 | 1,025,858 | (13,447 | ) | 1,012,411 | 978,117 | 0 | 978,117 | |||||||||||||||||||||||||||||||||||
Invesco Quality Municipal Investment Trust | 782,350 | 0 | 782,350 | 246,217 | 0 | 246,217 | 773,296 | (2,479 | ) | 770,817 | 737,734 | 0 | 737,734 | |||||||||||||||||||||||||||||||||||
Invesco Quality Municipal Securities | 771,123 | 0 | 771,123 | 247,755 | 0 | 247,755 | 777,393 | (1,987 | ) | 775,406 | 730,183 | 0 | 730,183 | |||||||||||||||||||||||||||||||||||
Invesco California Municipal Income Trust | 586,685 | 0 | 586,685 | 186,967 | 0 | 186,967 | 593,259 | 0 | 593,259 | 563,370 | 0 | 563,370 | ||||||||||||||||||||||||||||||||||||
Invesco California Quality Municipal Securities | 466,256 | 0 | 466,256 | 148,383 | 0 | 148,383 | 470,517 | 0 | 470,517 | 439,192 | 0 | 439,192 | ||||||||||||||||||||||||||||||||||||
Invesco California Municipal Securities | 132,063 | 0 | 132,063 | 41,692 | 0 | 41,692 | 133,799 | 0 | 133,799 | 129,475 | 0 | 129,475 | ||||||||||||||||||||||||||||||||||||
Invesco Van Kampen Select Sector Municipal Trust | 1,660,443 | (81,874 | ) | 1,578,569 | 530,488 | (4,407 | ) | 526,081 | 1,688,408 | (187,132 | ) | 1,501,276 | 1,555,502 | (282,800 | ) | 1,272,702 | ||||||||||||||||||||||||||||||||
Invesco Van Kampen Trust for Value Municipals | 1,141,043 | (12,027 | ) | 1,129,016 | 368,441 | 0 | 368,441 | 1,175,153 | (124,117 | ) | 1,051,036 | 1,115,739 | (202,900 | ) | 912,839 |
E-2
February 29, 2012 | Four months ended February 28, 20111 | October 31, 2010 | October 31, 2009 | |||||||||||||||||||||||||||||||||||||||||||||
MGMT | MGMT | Net | MGMT | MGMT | Net | MGMT | MGMT | Net | MGMT | MGMT | Net | |||||||||||||||||||||||||||||||||||||
Fee | Fee | MGMT | Fee | Fee | MGMT | Fee | Fee | MGMT | Fee | Fee | MGMT | |||||||||||||||||||||||||||||||||||||
FUND NAME | Payable | Waivers | Fee Paid | Payable | Waivers | Fee Paid | Payable | Waivers | Fee Paid | Payable | Waivers | Fee Paid | ||||||||||||||||||||||||||||||||||||
Invesco New York Quality Municipal Securities | 231,178 | 0 | 231,178 | 73,078 | 0 | 73,078 | 228,528 | 0 | 228,528 | 210,608 | 0 | 210,608 | ||||||||||||||||||||||||||||||||||||
Invesco Van Kampen Massachusetts Value Municipal Income Trust | 310,639 | (118,369 | ) | 192,270 | 96,465 | (25,217 | ) | 71,248 | 309,370 | (100,909 | ) | 208,461 | 300,471 | (136,600 | ) | 163,871 | ||||||||||||||||||||||||||||||||
Invesco Van Kampen Ohio Quality Municipal Trust | 749,541 | (135,863 | ) | 613,678 | 238,066 | (14,362 | ) | 223,704 | 757,536 | (131,032 | ) | 626,504 | 704,573 | (192,200 | ) | 512,373 | ||||||||||||||||||||||||||||||||
Invesco Van Kampen Trust for Investment Grade New Jersey Municipals | 877,345 | (79,437 | ) | 797,908 | 274,494 | 0 | 274,494 | 869,608 | (128,339 | ) | 741,269 | 827,317 | (150,400 | ) | 676,917 |
February 29, 2012 | Nine months ended February 28, 20112 | May 31, 2010 | May 31, 2009 | |||||||||||||||||||||||||||||||||||||||||||||
MGMT | MGMT | Net | MGMT | MGMT | Net | MGMT | MGMT | Net | MGMT | MGMT | Net | |||||||||||||||||||||||||||||||||||||
Fee | Fee | MGMT | Fee | Fee | MGMT | Fee | Fee | MGMT | Fee | Fee | MGMT | |||||||||||||||||||||||||||||||||||||
FUND NAME | Payable | Waivers | Fee Paid | Payable | Waivers | Fee Paid | Payable | Waivers | Fee Paid | Payable | Waivers | Fee Paid | ||||||||||||||||||||||||||||||||||||
Invesco Municipal Income Opportunities Trust | $ | 656,990 | $ | 0 | $ | 656,990 | $ | 495,129 | $ | 0 | $ | 495,129 | $ | 629,842 | $ | 0 | $ | 629,842 | $ | 609,305 | $ | 0 | $ | 609,305 | ||||||||||||||||||||||||
Invesco Municipal Premium Income Trust | 949,388 | 0 | 949,388 | 707,388 | 0 | 707,388 | 940,333 | 0 | 940,333 | 917,039 | 0 | 917,039 |
2 | The fiscal year end for these Funds changed from October 31 to the last day of February effective February 28, 2011. |
E-3
February 29, 2012 | Two months ended February 28, 20113 | December 31, 2010 | December 31, 2009 | |||||||||||||||||||||||||||||||||||||||||||||
MGMT | MGMT | Net | MGMT | MGMT | Net | MGMT | MGMT | Net | MGMT | MGMT | Net | |||||||||||||||||||||||||||||||||||||
Fee | Fee | MGMT | Fee | Fee | MGMT | Fee | Fee | MGMT | Fee | Fee | MGMT | |||||||||||||||||||||||||||||||||||||
FUND NAME | Payable | Waivers | Fee Paid | Payable | Waivers | Fee Paid | Payable | Waivers | Fee Paid | Payable | Waivers | Fee Paid | ||||||||||||||||||||||||||||||||||||
Invesco Van Kampen High Income Trust II | $ | 590,468 | $ | (1,489 | ) | $ | 588,979 | $ | 99,620 | $ | (208 | ) | $ | 99,412 | $ | 597,234 | $ | (21,660 | ) | 575,574 | $ | 568,387 | $ | (40,600 | ) | $ | 527,787 | |||||||||||||||||||||
Invesco High Yield Investments Fund, Inc. | 486,594 | (58,038 | ) | 428,556 | 81,457 | (48,506 | ) | 32,951 | 482,667 | (5,464 | ) | 477,203 | 426,000 | (10,000 | ) | 416,000 |
February 29, 2012 | Eleven months ended February 28, 20114 | March 31, 2010 | March 31, 2009 | |||||||||||||||||||||||||||||||||||||||||||||
MGMT | MGMT | Net | MGMT | MGMT | Net | MGMT | MGMT | Net | MGMT | MGMT | Net | |||||||||||||||||||||||||||||||||||||
Fee | Fee | MGMT | Fee | Fee | MGMT | Fee | Fee | MGMT | Fee | Fee | MGMT | |||||||||||||||||||||||||||||||||||||
FUND NAME | Payable | Waivers | Fee Paid | Payable | Waivers | Fee Paid | Payable | Waivers | Fee Paid | Payable | Waivers | Fee Paid | ||||||||||||||||||||||||||||||||||||
Invesco Municipal Income Opportunities Trust III | $ | 339,535 | $ | (3,896 | ) | $ | 335,639 | $ | 312,415 | 0 | $ | 312,415 | $ | 320,980 | 0 | $ | 320,980 | $ | 336,190 | 0 | $ | 336,190 |
3 | The fiscal year end for these Funds changed from December 31 to February 28, 2011. | |
4 | The fiscal year end for this Fund changed from March 31 to the last day of February effective February 28, 2011. |
E-4
FUND NAME | February 29, 2012 | February 28, 2011 | February 28, 2010 | |||||||||
Invesco Municipal Income Opportunities Trust II | $ | 50,000 | $ | 63,203 | $ | 88,594 |
Four months ended | ||||||||
FUND NAME | February 29, 2012 | February 28, 20111 | October 31, 2010 | October 31, 2009 | ||||
Invesco Value Municipal Income Trust | $121,958 | $38,672 | $266,429 | $351,127 | ||||
Invesco Quality Municipal Income Trust | 119,974 | 38,381 | 287,400 | 383,043 | ||||
Invesco Van Kampen California Value Municipal Income Trust | 100,594 | 31,949 | 100,998 | 109,130 | ||||
Invesco Van Kampen Municipal Opportunity Trust | 162,710 | 52,027 | 173,751 | 171,886 | ||||
Invesco Van Kampen Trust for Investment Grade New York Municipals | 80,361 | 16,438 | 86,678 | 88,401 | ||||
Invesco Van Kampen Municipal Trust | 168,583 | 53,605 | 188,281 | 190,866 | ||||
Invesco Value Municipal Bond Trust | 50,000 | 16,438 | 60,891 | 65,045 | ||||
Invesco Value Municipal Securities | 50,000 | 16,438 | 64,651 | 71,502 | ||||
Invesco Value Municipal Trust | 77,633 | 24,422 | 208,986 | 289,813 | ||||
Invesco Quality Municipal Investment Trust | 50,000 | 16,439 | 152,762 | 218,588 | ||||
Invesco Quality Municipal Securities | 50,000 | 16,438 | 153,435 | 216,351 | ||||
Invesco California Municipal Income Trust | 50,000 | 16,438 | 122,344 | 166,924 | ||||
Invesco California Quality Municipal Securities | 50,000 | 16,438 | 101,274 | 130,131 | ||||
Invesco California Municipal Securities | 50,000 | 16,439 | 43,806 | 38,363 | ||||
Invesco Van Kampen Select Sector Municipal Trust | 50,000 | 16,438 | 81,673 | 95,506 | ||||
Invesco Van Kampen Trust for Value Municipals | 50,000 | 16,438 | 61,560 | 68,648 | ||||
Invesco New York Quality Municipal Securities | 50,000 | 16,438 | 59,725 | 62,402 | ||||
Invesco Van Kampen Massachusetts Value Municipal Income Trust | 50,000 | 16,439 | 42,301 | 37,598 | ||||
Invesco Van Kampen Ohio Quality Municipal Trust | 50,000 | 16,438 | 52,462 | 52,403 | ||||
Invesco Van Kampen Trust for Investment Grade New Jersey Municipals | 50,000 | 16,438 | 62,868 | 56,614 |
1 | The fiscal year end for these Funds changed from October 31 to the last day of February effective February 28, 2011. |
F-1
Nine months ended | ||||||||
February 28, | ||||||||
FUND NAME | February 29, 2012 | 20112 | May 31, 2010 | May 31, 2009 | ||||
Invesco Municipal Income Opportunities Trust | $50,000 | $37,397 | $100,774 | $97,489 | ||||
Invesco Municipal Premium Income Trust | 50,000 | 37,397 | 188,067 | 183,408 |
Two months ended | ||||||||
February 28, | ||||||||
FUND NAME | February 29, 2012 | 20113 | December 31, 2010 | December 31, 2009 | ||||
Invesco Van Kampen High Income Trust II | $50,000 | $8,082 | $50,934 | $50,493 | ||||
Invesco High Yield Investments Fund, Inc. | 50,000 | 8,082 | 42,766 | 49,000 |
Eleven months ended | ||||||||
February 28, | ||||||||
FUND NAME | February 29, 2012 | 20114 | March 31, 2010 | March 31, 2009 | ||||
Invesco Municipal Income Opportunities Trust III | $50,000 | $46,550 | $51,357 | $53,791 |
2 | The fiscal year end for these Funds changed from May 31 to the last day of February effective February 28, 2011. | |
3 | The fiscal year end for these Funds changed from December 31 to February 28, 2011. | |
4 | The fiscal year end for this Fund changed from March 31 to the last day of February effective February 28, 2011. |
F-2
Portfolio Manager | Dollar Range of Investments in each Fund1 | Dollar Range of Investments in Invesco pooled investment vehicles2 | Dollar Range of all Investments in Funds and Invesco pooled investment vehicles | |||
Invesco Value Municipal Income Trust (IIM) | ||||||
Thomas Byron | None | N/A | $100,001-$500,000 | |||
Robert Stryker | None | N/A | $100,001-$500,000 | |||
Robert Wimmel | None | N/A | $100,001-$500,000 | |||
Invesco Municipal Income Opportunities Trust (OIA) | ||||||
William Black | None | N/A | $100,001-$500,000 | |||
Mark Paris | None | N/A | $100,001-$500,000 | |||
Jim Phillips | None | N/A | $100,001-$500,000 | |||
Invesco Quality Municipal Income Trust (IQI) | ||||||
Thomas Byron | None | N/A | $100,001-$500,000 | |||
Robert Stryker | None | N/A | $100,001-$500,000 | |||
Robert Wimmel | None | N/A | $100,001-$500,000 | |||
Invesco Van Kampen California Value Municipal Income Trust (VCV) | ||||||
Thomas Byron | None | N/A | $100,001-$500,000 | |||
Robert Stryker | None | N/A | $100,001-$500,000 | |||
Julius Williams | None | N/A | $50,001-$100,000 | |||
Robert Wimmel | None | N/A | $100,001-$500,000 |
G-1
Portfolio Manager | Dollar Range of Investments in each Fund1 | Dollar Range of Investments in Invesco pooled investment vehicles2 | Dollar Range of all Investments in Funds and Invesco pooled investment vehicles | |||
Invesco Van Kampen High Income Trust II (VLT) | ||||||
Peter Ehret | None | N/A | $100,001-$500,000 | |||
Darren Hughes | None | N/A | $100,001-$500,000 | |||
Scott Roberts | None | N/A | $100,001-$500,000 | |||
Invesco Van Kampen Municipal Opportunity Trust (VMO) | ||||||
Thomas Byron | $1-$10,000 | N/A | $100,001-$500,000 | |||
Robert Stryker | None | N/A | $100,001-$500,000 | |||
Robert Wimmel | None | N/A | $100,001-$500,000 | |||
Invesco Van Kampen Trust for Investment Grade New York Municipals (VTN) | ||||||
Thomas Byron | None | N/A | $100,001-$500,000 | |||
Robert Stryker | None | N/A | $100,001-$500,000 | |||
Julius Williams | None | N/A | $50,001-$100,000 | |||
Robert Wimmel | None | N/A | $100,001-$500,000 | |||
Invesco Van Kampen Municipal Trust (VKQ) | ||||||
Thomas Byron | $1-$10,000 | N/A | $100,001-$500,000 | |||
Robert Stryker | None | N/A | $100,001-$500,000 | |||
Robert Wimmel | None | N/A | $100,001-$500,000 | |||
Invesco Value Municipal Bond Trust (IMC) | ||||||
Thomas Byron | None | N/A | $100,001-$500,000 | |||
Robert Stryker | None | N/A | $100,001-$500,000 | |||
Robert Wimmel | None | N/A | $100,001-$500,000 | |||
Invesco Value Municipal Securities (IMS) | ||||||
Thomas Byron | None | N/A | $100,001-$500,000 | |||
Robert Stryker | None | N/A | $100,001-$500,000 | |||
Robert Wimmel | None | N/A | $100,001-$500,000 | |||
Invesco Value Municipal Trust (IMT) | ||||||
Thomas Byron | None | N/A | $100,001-$500,000 | |||
Robert Stryker | None | N/A | $100,001-$500,000 | |||
Robert Wimmel | None | N/A | $100,001-$500,000 |
G-2
Portfolio Manager | Dollar Range of Investments in each Fund1 | Dollar Range of Investments in Invesco pooled investment vehicles2 | Dollar Range of all Investments in Funds and Invesco pooled investment vehicles | |||
Invesco Municipal Income Opportunities Trust II (OIB) | ||||||
William Black | None | N/A | $100,001-$500,000 | |||
Mark Paris | None | N/A | $100,001-$500,000 | |||
Jim Phillips | None | N/A | $100,001-$500,000 | |||
Invesco Municipal Income Opportunities Trust III (OIC) | ||||||
William Black | None | N/A | $100,001-$500,000 | |||
Mark Paris | None | N/A | $100,001-$500,000 | |||
Jim Phillips | None | N/A | $100,001-$500,000 | |||
Invesco Quality Municipal Investment Trust (IQT) | ||||||
Thomas Byron | None | N/A | $100,001-$500,000 | |||
Robert Stryker | None | N/A | $100,001-$500,000 | |||
Robert Wimmel | None | N/A | $100,001-$500,000 | |||
Invesco Quality Municipal Securities (IQM) | ||||||
Thomas Byron | None | N/A | $100,001-$500,000 | |||
Robert Stryker | None | N/A | $100,001-$500,000 | |||
Robert Wimmel | None | N/A | $100,001-$500,000 | |||
Invesco California Municipal Income Trust (IIC) | ||||||
Thomas Byron | None | N/A | $100,001-$500,000 | |||
Robert Stryker | None | N/A | $100,001-$500,000 | |||
Julius Williams | None | N/A | $50,001-$100,000 | |||
Robert Wimmel | None | N/A | $100,001-$500,000 | |||
Invesco California Quality Municipal Securities (IQC) | ||||||
Thomas Byron | None | N/A | $100,001-$500,000 | |||
Robert Stryker | None | N/A | $100,001-$500,000 | |||
Julius Williams | None | N/A | $50,001-$100,000 | |||
Robert Wimmel | None | N/A | $100,001-$500,000 | |||
Invesco California Municipal Securities (ICS) | ||||||
Thomas Byron | None | N/A | $100,001-$500,000 | |||
Robert Stryker | None | N/A | $100,001-$500,000 | |||
Julius Williams | None | N/A | $50,001-$100,000 | |||
Robert Wimmel | None | N/A | $100,001-$500,000 |
G-3
Portfolio Manager | Dollar Range of Investments in each Fund1 | Dollar Range of Investments in Invesco pooled investment vehicles2 | Dollar Range of all Investments in Funds and Invesco pooled investment vehicles | |||
Invesco High Yield Investments Fund, Inc. (MSY) | ||||||
Peter Ehret | None | N/A | $100,001-$500,000 | |||
Darren Hughes | None | N/A | $500,001-$1,000,000 | |||
Scott Roberts | None | N/A | $100,001-$500,000 | |||
Invesco Municipal Premium Income Trust (PIA) | ||||||
Thomas Byron | None | N/A | $100,001-$500,000 | |||
Robert Stryker | None | N/A | $100,001-$500,000 | |||
Robert Wimmel | None | N/A | $100,001-$500,000 | |||
Invesco Van Kampen Select Sector Municipal Trust (VKL) | ||||||
Thomas Byron | None | N/A | $100,001-$500,000 | |||
Robert Stryker | None | N/A | $100,001-$500,000 | |||
Robert Wimmel | None | N/A | $100,000-$500,000 | |||
Invesco Van Kampen Trust for Value Municipals (VIM) | ||||||
Thomas Byron | None | N/A | $100,001-$500,000 | |||
Robert Stryker | None | N/A | $100,001-$500,000 | |||
Robert Wimmel | None | N/A | $100,001-$500,000 | |||
Invesco New York Quality Municipal Securities (IQN) | ||||||
Thomas Byron | None | N/A | $100,001-$500,000 | |||
Robert Stryker | None | N/A | $100,001-$500,000 | |||
Julius Williams | None | N/A | $50,001-$100,000 | |||
Robert Wimmel | None | N/A | $100,001-$500,000 | |||
Invesco Van Kampen Massachusetts Value Municipal Income Trust (VMV) | ||||||
Thomas Byron | None | N/A | $100,001-$500,000 | |||
Robert Stryker | None | N/A | $100,001-$500,000 | |||
Julius Williams | None | N/A | $50,001-$100,000 | |||
Robert Wimmel | None | N/A | $100,001-$500,000 | |||
Invesco Van Kampen Ohio Quality Municipal Trust (VOQ) | ||||||
Thomas Byron | None | N/A | $100,001-$500,000 | |||
Robert Stryker | None | N/A | $100,001-$500,000 | |||
Julius Williams | None | N/A | $100-001-$500,000 | |||
Robert Wimmel | None | N/A | $100,001-$500,000 |
G-4
Portfolio Manager | Dollar Range of Investments in each Fund1 | Dollar Range of Investments in Invesco pooled investment vehicles2 | Dollar Range of all Investments in Funds and Invesco pooled investment vehicles | |||
Invesco Van Kampen Trust for Investment Grade New Jersey Municipals (VTJ) | ||||||
Thomas Byron | None | N/A | $100,001-$500,000 | |||
Robert Stryker | None | N/A | $100,001-$500,000 | |||
Julius Williams | None | N/A | $50,001-$100,000 | |||
Robert Wimmel | None | N/A | $100,001-$500,000 |
1 | This column reflects investments in a Fund’s shares beneficially owned by a portfolio manager (as determined in accordance with Rule 16a-1(a) (2) under the Securities Exchange Act of 1934, as amended). Beneficial ownership includes ownership by a portfolio manager’s immediate family members sharing the same household. | |
2 | This column reflects portfolio managers’ investments made either directly or through a deferred compensation or a similar plan in Invesco pooled investment vehicles with the same or similar objectives and strategies as the Fund as of the most recent fiscal year end of the Fund. |
Other Registered Investment | ||||||||||||
Companies Managed (assets in | Other Pooled Investment Vehicles | Other Accounts Managed | ||||||||||
Portfolio | millions) | Managed (assets in millions) | (assets in millions) | |||||||||
Manager | Number of Accounts | Assets | Number of Accounts | Assets | Number of Accounts | Assets | ||||||
Invesco Value Municipal Income Trust (IIM) | ||||||||||||
Thomas Byron | 30 | $14,150.0 | None | None | None | None | ||||||
Robert Stryker | 30 | $14,150.0 | None | None | None | None | ||||||
Robert Wimmel | 30 | $14,150.0 | None | None | None | None | ||||||
Invesco Municipal Income Opportunities Trust (OIA) | ||||||||||||
William Black | 4 | $6,171.7 | None | None | None | None | ||||||
Mark Paris | 4 | $6,171.7 | None | None | None | None | ||||||
Jim Phillips | 4 | $6,171.7 | None | None | None | None | ||||||
Invesco Quality Municipal Income Trust (IQI) | ||||||||||||
Thomas Byron | 30 | $14,118.8 | None | None | None | None | ||||||
Robert Stryker | 30 | $14,118.8 | None | None | None | None | ||||||
Robert Wimmel | 30 | $14,118.8 | None | None | None | None |
G-5
Other Registered Investment | ||||||||||||
Companies Managed (assets in | Other Pooled Investment Vehicles | Other Accounts Managed | ||||||||||
Portfolio | millions) | Managed (assets in millions) | (assets in millions) | |||||||||
Manager | Number of Accounts | Assets | Number of Accounts | Assets | Number of Accounts | Assets | ||||||
Invesco Van Kampen California Value Municipal Income Trust (VCV) | ||||||||||||
Thomas Byron | 30 | $14,147.6 | None | None | None | None | ||||||
Robert Stryker | 30 | $14,147.6 | None | None | None | None | ||||||
Julius Williams | 12 | $2,629.8 | None | None | None | None | ||||||
Robert Wimmel | 30 | $14,147.6 | None | None | None | None | ||||||
Invesco Van Kampen High Income Trust II (VLT) | ||||||||||||
Peter Ehret | 11 | $3,634.5 | None | None | None | None | ||||||
Darren Hughes | 7 | $1,908.9 | None | None | None | None | ||||||
Scott Roberts | 6 | $1,885.8 | None | None | None | None | ||||||
Invesco Van Kampen Municipal Opportunity Trust (VMO) | ||||||||||||
Thomas Byron | 30 | $13,832.5 | None | None | None | None | ||||||
Robert Stryker | 30 | $13,832.5 | None | None | None | None | ||||||
Robert Wimmel | 30 | $13,832.5 | None | None | None | None | ||||||
Invesco Van Kampen Trust for Investment Grade New York Municipals (VTN) | ||||||||||||
Thomas Byron | 30 | $14,254.8 | None | None | None | None | ||||||
Robert Stryker | 30 | $14,254.8 | None | None | None | None | ||||||
Julius Williams | 12 | $2,954.2 | None | None | None | None | ||||||
Robert Wimmel | 30 | $14,254.8 | None | None | None | None | ||||||
Invesco Van Kampen Municipal Trust (VKQ) | ||||||||||||
Thomas Byron | 30 | $13,759.4 | None | None | None | None | ||||||
Robert Stryker | 30 | $13,759.4 | None | None | None | None | ||||||
Robert Wimmel | 30 | $13,759.4 | None | None | None | None | ||||||
Invesco Value Municipal Bond Trust (IMC) | ||||||||||||
Thomas Byron | 30 | $14,549.0 | None | None | None | None | ||||||
Robert Stryker | 30 | $14,549.0 | None | None | None | None | ||||||
Robert Wimmel | 30 | $14,549.0 | None | None | None | None | ||||||
Invesco Value Municipal Securities (IMS) | ||||||||||||
Thomas Byron | 30 | $14,514.1 | None | None | None | None | ||||||
Robert Stryker | 30 | $14,514.1 | None | None | None | None | ||||||
Robert Wimmel | 30 | $14,514.1 | None | None | None | None |
G-6
Other Registered Investment | ||||||||||||
Companies Managed (assets in | Other Pooled Investment Vehicles | Other Accounts Managed | ||||||||||
Portfolio | millions) | Managed (assets in millions) | (assets in millions) | |||||||||
Manager | Number of Accounts | Assets | Number of Accounts | Assets | Number of Accounts | Assets | ||||||
Invesco Value Municipal Trust (IMT) | ||||||||||||
Thomas Byron | 30 | $13,759.4 | None | None | None | None | ||||||
Robert Stryker | 30 | $13,759.4 | None | None | None | None | ||||||
Robert Wimmel | 30 | $13,759.4 | None | None | None | None | ||||||
Invesco Municipal Income Opportunities Trust II (OIB) | ||||||||||||
William Black | 4 | $6,184.5 | None | None | None | None | ||||||
Mark Paris | 4 | $6,184.5 | None | None | None | None | ||||||
Jim Phillips | 4 | $6,184.5 | None | None | None | None | ||||||
Invesco Municipal Income Opportunities Trust III (OIC) | ||||||||||||
William Black | 4 | $6,239.5 | None | None | None | None | ||||||
Mark Paris | 4 | $6,239.5 | None | None | None | None | ||||||
Jim Phillips | 4 | $6,239.5 | None | None | None | None | ||||||
Invesco Quality Municipal Investment Trust (IQT) | ||||||||||||
Thomas Byron | 30 | $14,332.8 | None | None | None | None | ||||||
Robert Stryker | 30 | $14,332.8 | None | None | None | None | ||||||
Robert Wimmel | 30 | $14,332.8 | None | None | None | None | ||||||
Invesco Quality Municipal Securities (IQM) | ||||||||||||
Thomas Byron | 30 | $14,335.7 | None | None | None | None | ||||||
Robert Stryker | 30 | $14,335.7 | None | None | None | None | ||||||
Robert Wimmel | 30 | $14,335.7 | None | None | None | None | ||||||
Invesco California Municipal Income Trust (IIC) | ||||||||||||
Thomas Byron | 30 | $14,408.3 | None | None | None | None | ||||||
Robert Stryker | 30 | $14,408.3 | None | None | None | None | ||||||
Julius Williams | 12 | $2,890.5 | None | None | None | None | ||||||
Robert Wimmel | 30 | $14,408.3 | None | None | None | None | ||||||
Invesco California Quality Municipal Securities (IQC) | ||||||||||||
Thomas Byron | 30 | $14,456.5 | None | None | None | None | ||||||
Robert Stryker | 30 | $14,456.5 | None | None | None | None | ||||||
Julius Williams | 12 | $2,938.7 | None | None | None | None | ||||||
Robert Wimmel | 30 | $14,456.5 | None | None | None | None |
G-7
Other Registered Investment | ||||||||||||
Companies Managed (assets in | Other Pooled Investment Vehicles | Other Accounts Managed | ||||||||||
Portfolio | millions) | Managed (assets in millions) | (assets in millions) | |||||||||
Manager | Number of Accounts | Assets | Number of Accounts | Assets | Number of Accounts | Assets | ||||||
Invesco California Municipal Securities (ICS) | ||||||||||||
Thomas Byron | 30 | $14,587.9 | None | None | None | None | ||||||
Robert Stryker | 30 | $14,587.9 | None | None | None | None | ||||||
Julius Williams | 12 | $3,070.2 | None | None | None | None | ||||||
Robert Wimmel | 30 | $14,587.9 | None | None | None | None | ||||||
Invesco High Yield Investments Fund, Inc. (MSY) | ||||||||||||
Peter Ehret | 11 | $3,620.0 | None | None | None | None | ||||||
Darren Hughes | 7 | $1,894.3 | None | None | None | None | ||||||
Scott Roberts | 6 | $1,871.2 | None | None | None | None | ||||||
Invesco Municipal Premium Income Trust (PIA) | ||||||||||||
Thomas Byron | 30 | $14,391.2 | None | None | None | None | ||||||
Robert Stryker | 30 | $14,391.2 | None | None | None | None | ||||||
Robert Wimmel | 30 | $14,391.2 | None | None | None | None | ||||||
Invesco Van Kampen Select Sector Municipal Trust (VKL) | ||||||||||||
Thomas Byron | 30 | $14,322.4 | None | None | None | None | ||||||
Robert Stryker | 30 | $14,322.4 | None | None | None | None | ||||||
Robert Wimmel | 30 | $14,322.4 | None | None | None | None | ||||||
Invesco Van Kampen Trust for Value Municipals (VIM) | ||||||||||||
Thomas Byron | 30 | $14,424.5 | None | None | None | None | ||||||
Robert Stryker | 30 | $14,424.5 | None | None | None | None | ||||||
Robert Wimmel | 30 | $14,424.5 | None | None | None | None | ||||||
Invesco New York Quality Municipal Securities (IQN) | ||||||||||||
Thomas Byron | 30 | $14,548.9 | None | None | None | None | ||||||
Robert Stryker | 30 | $14,548.9 | None | None | None | None | ||||||
Julius Williams | 12 | $3,031.1 | None | None | None | None | ||||||
Robert Wimmel | 30 | $14,548.9 | None | None | None | None | ||||||
Invesco Van Kampen Massachusetts Value Municipal Income Trust (VMV) | ||||||||||||
Thomas Byron | 30 | $14,580.4 | None | None | None | None | ||||||
Robert Stryker | 30 | $14,580.4 | None | None | None | None | ||||||
Julius Williams | 12 | $3,062.6 | None | None | None | None | ||||||
Robert Wimmel | 30 | $14,580.4 | None | None | None | None |
G-8
Other Registered Investment | ||||||||||||
Companies Managed (assets in | Other Pooled Investment Vehicles | Other Accounts Managed | ||||||||||
Portfolio | millions) | Managed (assets in millions) | (assets in millions) | |||||||||
Manager | Number of Accounts | Assets | Number of Accounts | Assets | Number of Accounts | Assets | ||||||
Invesco Van Kampen Ohio Quality Municipal Trust (VOQ) | ||||||||||||
Thomas Byron | 30 | $14,497.5 | None | None | None | None | ||||||
Robert Stryker | 30 | $14,497.5 | None | None | None | None | ||||||
Julius Williams | 12 | $2,979.7 | None | None | None | None | ||||||
Robert Wimmel | 30 | $14,497.5 | None | None | None | None | ||||||
Invesco Van Kampen Trust for Investment Grade New Jersey Municipals (VTJ) | ||||||||||||
Thomas Byron | 30 | $14,472.0 | None | None | None | None | ||||||
Robert Stryker | 30 | $14,472.0 | None | None | None | None | ||||||
Julius Williams | 12 | $2,954.2 | None | None | None | None | ||||||
Robert Wimmel | 30 | $14,472.0 | None | None | None | None |
• | The management of multiple Funds and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each Fund and/or other account. The Adviser and each Sub-Adviser seek to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment models that are used in connection with the management of the Funds. | |
• | If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one Fund or other account, a Fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible Funds and other accounts. To deal with these situations, the Adviser, each Sub-Adviser and the Funds have adopted procedures for allocating portfolio transactions across multiple accounts. | |
• | The Adviser and each Sub-Adviser determine which broker to use to execute each order for securities transactions for the Funds, consistent with its duty to seek best execution of the transaction. However, for certain other accounts (such as mutual funds for which Invesco or an affiliate acts as sub-adviser, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals), the Adviser and each Sub-Adviser may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, trades for a Fund in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of the Fund or other account(s) involved. |
G-9
• | Finally, the appearance of a conflict of interest may arise where the Adviser or Sub-Adviser has an incentive, such as a performance-based management fee, which relates to the management of one Fund or account but not all Funds and accounts for which a portfolio manager has day-to-day management responsibilities. |
Sub-Adviser | Performance time period1 | |
Invesco 2 Invesco Australia2 Invesco Deutschland | One-, Three- and Five-year performance against Fund peer group. | |
Invesco Advisors- Invesco Real Estate3 Invesco Senior Secured2, 4 | Not applicable | |
Invesco Canada2 | One-year performance against Fund peer group. Three- and Five-year performance against entire universe of Canadian funds. | |
Invesco Hong Kong2 Invesco Asset Management | One-, Three- and Five-year performance against Fund peer group. | |
Invesco Japan5 | One-, Three- and Five-year performance against the appropriate Micropol benchmark. |
1 | Rolling time periods based on calendar year-end. | |
2 | Portfolio managers may be granted an annual deferral award that vests on a pro-rata basis over a four year period and final payments are based on the performance of eligible Funds selected by the portfolio manager at the time the award is granted. |
G-10
3 | Portfolio managers for Invesco Global Real Estate Fund, Invesco Real Estate Fund, Invesco Global Real Estate Income Fund and Invesco V.I. Global Real Estate Fund base their bonus on new operating profits of the U.S. Real Estate Division of Invesco. | |
4 | Invesco Senior Secured’s bonus is based on annual measures of equity return and standard tests of collateralization performance. | |
5 | Portfolio managers for Invesco Pacific Growth Fund’s compensation is based on the one-, three- and five-year performance against the appropriate Micropol benchmark. Furthermore, for the portfolio manager(s) formerly managing the predecessor fund to Invesco Pacific Growth Fund, they also have a ten-year performance measure. |
G-11
FUND NAME | February 29, 2012 | February 28, 2011 | February 28, 2010 | |||
Invesco Municipal Income Opportunities Trust II | None | None | None |
Four months ended | ||||||||
February 29, | February 28, | October 31, | October 31, | |||||
FUND NAME | 2012 | 201113 | 2010 | 2009 | ||||
Invesco Value Municipal Income Trust | None | None | $5,061 | $45,000 | ||||
Invesco Quality Municipal Income Trust | None | None | 3,154 | 52,000 | ||||
Invesco Van Kampen California Value Municipal Income Trust | None | None | 4,773 | None | ||||
Invesco Van Kampen Municipal Opportunity Trust | None | None | None | None | ||||
Invesco Van Kampen Trust for Investment Grade New York Municipals | None | None | None | None | ||||
Invesco Van Kampen Municipal Trust | None | None | None | None | ||||
Invesco Value Municipal Bond Trust | None | None | 1,401 | 10,000 | ||||
Invesco Value Municipal Securities | None | None | 1,945 | 15,000 | ||||
Invesco Value Municipal Trust | None | None | 3,648 | 34,000 | ||||
Invesco Quality Municipal Investment Trust | None | None | 1,462 | 26,000 | ||||
Invesco Quality Municipal Securities | None | None | 1,445 | 22,000 | ||||
Invesco California Municipal Income Trust | None | None | 4,773 | 29,000 | ||||
Invesco California Quality Municipal Securities | None | None | 4,354 | 21,000 | ||||
Invesco California Municipal Securities | None | None | 1,896 | 9,000 | ||||
Invesco Van Kampen Select Sector Municipal Trust | None | None | None | None | ||||
Invesco Van Kampen Trust for Value Municipals | None | None | None | None | ||||
Invesco New York Quality Municipal Securities | None | None | 922 | 7,000 | ||||
Invesco Van Kampen Massachusetts Value Municipal Income Trust | None | None | None | None | ||||
Invesco Van Kampen Ohio Quality Municipal Trust | None | None | None | None | ||||
Invesco Van Kampen Trust for Investment Grade New Jersey Municipals | None | None | None | None |
13 | The fiscal year end for these Funds changed from October 31 to the last day of February effective February 28, 2011. |
H-1
Nine months ended | ||||||||
February 28, | ||||||||
FUND NAME | February 29, 2012 | 201114 | May 31, 2010 | May 31, 2009 | ||||
Invesco Municipal Income Opportunities Trust | None | None | None | None | ||||
Invesco Municipal Premium Income Trust | None | None | 4,000 | $42,000 |
Two months ended | ||||||||
February 28, | ||||||||
FUND NAME | February 29, 2012 | 201115 | December 31, 2010 | December 31, 2009 | ||||
Invesco Van Kampen High Income Trust II | None | None | None | $7,000 | ||||
Invesco High Yield Investments Fund, Inc. | None | None | None | None |
Eleven months ended | ||||||||
February 28, | ||||||||
FUND NAME | February 29, 2012 | 201116 | March 31, 2010 | March 31, 2009 | ||||
Invesco Municipal Income Opportunities Trust III | None | .14 | None | None |
14 | The fiscal year end for these Funds changed from May 31 to the last day of February effective February 28, 2011. | |
15 | The fiscal year end for these Funds changed from December 31 to the last day of February effective February 28, 2011. | |
16 | The fiscal year end for this Fund changed from March 31 to the last day of February effective February 28, 2011. |
H-2
(1) | Copies of the charter of the Registrant as now in effect; |
(a) | Declaration of Trust dated June 21, 1988 is incorporated herein by reference to Pre-Effective Amendment No. 1 to Form N-14 (333-180587) filed on May 15, 2012. | ||
(b) | Amendment to the Declaration of Trust dated July 21, 1988 is incorporated herein by reference to Pre-Effective Amendment No. 1 to Form N-14 (333-180587) filed on May 15, 2012. | ||
(c) | Amendment to the Declaration of Trust dated January 31, 1989 is incorporated herein by reference to Pre-Effective Amendment No. 1 to Form N-14 (333-180587) filed on May 15, 2012. | ||
(d) | Amendment to the Declaration of Trust dated October 26, 1989 is incorporated herein by reference to Pre-Effective Amendment No. 1 to Form N-14 (333-180587) filed on May 15, 2012. | ||
(e) | Amendment to the Declaration of Trust dated February 26, 1993 is incorporated herein by reference to Pre-Effective Amendment No. 1 to Form N-14 (333-180587) filed on May 15, 2012. | ||
(f) | Amendment to the Declaration of Trust dated December 21, 1998 is incorporated herein by reference to Pre-Effective Amendment No. 1 to Form N-14 (333-180587) filed on May 15, 2012. |
(g) | Amendment to the Declaration of Trust dated December 21, 2001 is incorporated herein by reference to Pre-Effective Amendment No. 1 to Form N-14 (333-180587) filed on May 15, 2012. | ||
(h) | Amendment to the Declaration of Trust dated January 8, 2010 is incorporated herein by reference to Pre-Effective Amendment No. 1 to Form N-14 (333-180587) filed on May 15, 2012. | ||
(i) | Amendment to the Declaration of Trust dated May 21, 2010 is incorporated herein by reference to Pre-Effective Amendment No. 1 to Form N-14 (333-180587) filed on May 15, 2012. | ||
(j) | Amendment to the Declaration of Trust dated March 31, 2011 is incorporated herein by reference to Pre-Effective Amendment No. 1 to Form N-14 (333-180587) filed on May 15, 2012. |
(2) | Copies of the existing bylaws or corresponding instrument of the Registrant; |
(a) | Amended and Restated Bylaws dated June 19, 2009 is incorporated into this filing by reference to the Registrant’s Form NSAR-A filed on January 28, 2010. |
(3) | Copies of any voting trust agreement affecting more than 5 percent of any class of equity securities of the Registrant; | |
Not Applicable. | ||
(4) | Copies of the agreement of acquisition, reorganization, merger, liquidation and any amendments to it; |
(a) | Form of Agreement and Plan of Redomestication by and among the Registrant is attached to the Proxy Statement Prospectus contained in this Registration Statement. | ||
(b) | Form of Agreement and Plan of Merger by and among the Registrant is attached to the Proxy Statement Prospectus contained in this Registration Statement. |
(5) | Copies of all instruments defining the rights of holders of the securities being registered including, where applicable, the relevant portion of the articles of incorporation or by-laws of the Registrant; |
(a) | Articles II, VI, VIII and IX of the Declaration of Trust | ||
(b) | Articles III and XIII of the Amended and Restated Bylaws. |
(6) | Copies of all investment advisory contracts relating to the management of the assets of the Registrant; |
(a) | Master Investment Advisory Agreement, dated June 1, 2010, between the Registrant and Invesco Advisers, Inc. is incorporated into this filing by reference to Invesco Value Municipal Income Trust’s Form NSAR-B filed on December 30, 2010. | ||
(b) | Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisers, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. Is incorporated into this filing by reference to Invesco Value Municipal Income Trust’s Form NSAR-B filed on December 30, 2010. |
(7) | Copies of each underwriting or distribution contract between the Registrant and a principal underwriter, and specimens or copies of all agreements between principal underwriters and dealers; | |
Not applicable. | ||
(8) | Copies of all bonus, profit sharing, pension, or other similar contracts or arrangements wholly or partly for the benefit of trustees or officers of the Registrant in their capacity as such. Furnish a reasonably detailed description of any plan that is not set forth in a formal document; |
(a) | Form of AIM Funds Retirement Plan for Eligible Directors/Trustees, as approved by the Board of Directors/Trustees on December 31, 2010 is incorporated into this filing by reference to Post-Effective Amendment No. 116 to AIM Investment Funds (Invesco Investment Funds)’s registration statement filed on September 23, 2011. | ||
(b) | Form of Invesco Funds Trustee Deferred Compensation Agreement as approved by the Board of Directors/Trustees on December 31, 2010 is incorporated into this filing by reference to Post-Effective Amendment No. 116 to AIM Investment Funds (Invesco Investment Funds)’s registration statement filed on September 23, 2011. |
(9) | Copies of all custodian agreements and depository contracts under Section 17(f) of the Investment Company Act of 1940, as amended (the “1940 Act”) for securities and similar investments of the Registrant, including the schedule of remuneration; |
(a) | Amended and Restated Master Custodian Contract, dated June 1, 2010, between Registrant and State Street Bank and Trust Company is incorporated into this filing by reference to Post-Effective Amendment No. 97 to AIM Investment Funds (Invesco Investment Funds)’s registration statement filed on July 16, 2010. |
(10) | Copies of any plan entered into by Registrant pursuant to Rule 12b-1 under the 1940 Act and any agreements with any person relating to implementation of the plan, and copies of any plan entered into by the Registrant pursuant to Rule 18f-3 under the 1940 Act, any agreement with any person relating to implementation of the plan, any amendment to the plan, and a copy of the portion of the minutes of the meeting of the Registrant’s trustees describing any action taken to revoke the plan; | |
Not applicable. | ||
(11) | An opinion and consent of counsel as to the legality of the securities being registered, indicating whether they will, when sold, be legally issued, fully paid and nonassessable; |
(a) | Opinion and Consent of Stradley Ronon Stevens & Young, LLP is filed herewith. |
(12) | An opinion, and consent to their use, of counsel or, in lieu of an opinion, a copy of the revenue ruling from the Internal Revenue Service, supporting the tax matters and consequences to shareholders discussed in the prospectus; |
(a) | Opinion of Stradley Ronon Stevens & Young, LLP, supporting the tax matters and consequences to shareholders will be filed by amendment. |
(13) | Copies of all material contracts of the Registrant not made in the ordinary course of business which are to be performed in whole or in part on or after the date of filing the registration statement; |
(a) | Memorandum of Agreement, regarding expense limitations, dated July 18, 2011, between Registrant (on behalf of certain Funds) and Invesco Advisers, Inc. is incorporated into this filing by reference to Post-Effective Amendment No. 116 to AIM Investment Funds (Invesco Investment Funds)’s registration statement filed on September 23, 2011. | ||
(b) | Transfer Agency and Service Agreement, dated June 1, 2010, between Registrant, Computershare Trust Company and Computershare Inc. is filed herewith. | ||
(c) | Master Administrative Services Agreement, dated June 1, 2010, between Registrant and Invesco Advisers, Inc. is filed herewith. |
(14) | Copies of any other opinions, appraisals, or rulings, and consents to their use, relied on in preparing the registration statement and required by Section 7 of the 1933 Act; |
(a) | Consent of Pricewaterhouse Coopers LLP, the Registrant’s independent registered public accountant, is filed herewith. |
(15) | All financial statements omitted pursuant to Item 14(a)(1); | |
Not applicable. |
(16) | Manually signed copies of any power of attorney pursuant to which the name of any person has been signed to the registration statement; and |
(a) | Power of Attorney for David C. Arch, Frank S. Bayley, James T. Bunch, Bruce L. Crockett, Rodney Dammeyer, Albert R. Dowden, Jack M. Fields, Martin L. Flanagan, Prema Mathai-Davis, Larry Soll, Hugo F. Sonnenschein, Raymond Stickel, Jr., Phil A. Taylor and Wayne W. Whalen is incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on April 5, 2012. | ||
(b) | Power of Attorney for Carl Frischling is incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on April 5, 2012. |
(17) | Any additional exhibits which the Registrant may wish to file. |
(a) | Form of Proxy Cards relating to Special Meeting of Shareholders are filed herewith. |
(1) | The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CRF 203.145C], the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. | |
(2) | The undersigned Registrant agrees that every prospectus that is filled under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. | |
(3) | The undersigned Registrant undertakes to file an opinion of counsel supporting the tax matters and consequences to shareholders discussed will be filed by Post-Effective Amendment. | |
(4) | Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of |
the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
Registrant: Invesco Municipal Income Opportunities Trust | ||||
By: | /s/ Philip A. Taylor | |||
Philip A. Taylor, President | ||||
SIGNATURES | TITLE | DATE | ||
/s/ Philip A. Taylor | Trustee & President (Principal Executive Officer) | June 8, 2012 | ||
/s/ David C. Arch* | Trustee | June 8, 2012 | ||
/s/ Frank S. Bayley* | Trustee | June 8, 2012 | ||
/s/ James T. Bunch* | Trustee | June 8, 2012 | ||
/s/ Bruce L. Crockett* | Chair & Trustee | June 8, 2012 | ||
/s/ Rodney F. Dammeyer* | Trustee | June 8, 2012 | ||
/s/ Albert R. Dowden* | Trustee | June 8, 2012 |
SIGNATURES | TITLE | DATE | ||
/s/ Jack M. Fields* | Trustee | June 8, 2012 | ||
/s/ Martin L. Flanagan* | Trustee | June 8, 2012 | ||
/s/ Carl Frischling* | Trustee | June 8, 2012 | ||
/s/ Prema Mathai-Davis* | Trustee | June 8, 2012 | ||
/s/ Larry Soll* | Trustee | June 8, 2012 | ||
/s/ Hugo F. Sonnenschein* | Trustee | June 8, 2012 | ||
/s/ Raymond Stickel, Jr.* | Trustee | June 8, 2012 | ||
/s/ Wayne W. Whalen* | Trustee | June 8, 2012 | ||
/s/ Sheri Morris | Vice President & Treasurer (Principal Financial and Accounting Officer) | June 8, 2012 |
*By: | /s/ Philip A. Taylor | |||
Philip A. Taylor | ||||
Attorney-in-Fact | ||||
* | Philip A. Taylor, pursuant to powers of attorney dated November 30, 2011, incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on April 5, 2012. |
EXHIBIT NO. | EXHIBIT | |
11(a) | Opinion and Consent of Stradley Ronon Stevens & Young, LLP | |
14(a) | Consent of Pricewaterhouse Coopers LLP | |
13(b) | Transfer Agency and Service Agreement | |
13(c) | Master Administrative Services Agreement | |
17(a) | Form of Proxy Cards |