REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | þ | |
Pre-Effective Amendment No. ____ | o | |
Post-Effective Amendment No. ____ | o |
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, including Area 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 |
Proposed | ||||||||||||||
Proposed | Maximum | |||||||||||||
Title of Securities | Amount Being | Maximum Offering | Aggregate Offering | Amount of | ||||||||||
Being Registered | Registered | Price per Unit | Price(1) | Registration Fee | ||||||||||
Common Shares of Beneficial Interest | $74,673,366 | $8,558 | ||||||||||||
(1) | Estimated solely for purposes of calculating the registration fee. Based on average high and low reported price for Invesco High Yield Investments Fund, Inc. Common Shares on April 2, 2012, in accordance with Rule 457(f)(1) under the Securities Act of 1933. |
Invesco High Yield Investments Fund, Inc.
Atlanta, GA 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 the Target Fund into the Acquiring Fund, which shall require the following shareholder actions: | ||
(a) For the Target Fund, approval of an Agreement and Plan of Merger that provides for the Target Fund to merge with and into the Acquiring Fund. | |||
(b) For the Acquiring Fund, approval of an Agreement and Plan of Merger that provides for the Target Fund to merge with and into the Acquiring Fund. | |||
3) | For the Target Fund, the election of a class of Directors to its Board of Directors. | ||
4) | For the Acquiring Fund, the election of two Class II Trustees to its Board of Trustees. |
Mr. Philip Taylor
President and Principal Executive Officer
by order of the Board of Trustees:
John M. Zerr
Senior Vice President, Secretary and
Chief Legal Officer
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JULY 17, 2012:
Invesco High Yield Investments Fund, Inc.
Atlanta, GA 30309
(800) 341-2929
June [__], 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 the Target Fund into the Acquiring Fund, which shall require the following shareholder actions: | ||
(a) For the Target Fund, approval of an Agreement and Plan of Merger that provides for the Target Fund to merge with and into the Acquiring Fund. | |||
(b) For the Acquiring Fund, approval of an Agreement and Plan of Merger that provides for the Target Fund to merge with and into the Acquiring Fund. | |||
3) | For the Target Fund, the election of a class of Directors to its Board of Directors. | ||
4) | For the Acquiring Fund, the election of two Class II Trustees to its Board of Trustees. |
Page | ||||
PROPOSAL 1: APPROVAL OF REDOMESTICATION | 1 | |||
On what am I being asked to vote? | 1 | |||
Has my Fund’s Board of Trustees/Directors 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 | |||
Will there be any tax consequences resulting from a Redomestication? | 2 | |||
When are the Redomestications expected to occur? | 3 | |||
What will happen if shareholders of a Fund do not approve Proposal 1? | 3 | |||
PROPOSAL 2: APPROVAL OF THE MERGER | 3 | |||
On what am I being asked to vote? | 3 | |||
Has my Fund’s Board of Trustees/Directors approved the Merger? | 4 | |||
What are the reasons for the proposed Merger? | 4 | |||
What effect will the Merger have on me as a shareholder? | 4 | |||
How do the Funds’ investment objectives and principal investment strategies compare? | 4 | |||
How do the Funds’ principal risks compare? | 5 | |||
How do the Funds’ expenses compare? | 5 | |||
How do the after tax performance records of the Funds compare? | 6 | |||
How do the management, investment adviser and other service providers of the Funds compare? | 7 | |||
Does the Acquiring Fund have the same portfolio managers as the Target Fund? | 8 | |||
How do the distribution policies of the Funds compare? | 8 | |||
Will there be any tax consequences resulting from the Merger? | 8 | |||
When is the Merger expected to occur? | 8 | |||
What will happen if shareholders of a Fund do not approve the Merger? | 9 | |||
What if I do not wish to participate in the Merger? | 9 | |||
Where can I find more information about the Funds and the Merger? | 9 | |||
ADDITIONAL INFORMATION ABOUT THE FUNDS AND THE MERGER | 9 | |||
Principal Investment Strategies | 9 | |||
Principal Risks of an Investment in the Funds | 11 | |||
Portfolio Managers | 15 | |||
Trading of Common Shares | 16 | |||
Capital Structures of the Funds | 16 | |||
Description of Securities to be Issued | 16 | |||
Pending Litigation | 17 | |||
Share Price Data | 18 | |||
Portfolio Turnover | 19 | |||
Terms and Conditions of the Merger | 19 | |||
Additional Information About the Funds | 20 | |||
Federal Income Tax Matters Associated with Investment in the Funds | 20 | |||
Board Considerations in Approving the Merger | 23 | |||
Costs of the Merger | 27 | |||
Capitalization | 27 | |||
Where to Find More Information | 28 | |||
PROPOSAL 3: ELECTION OF DIRECTORS BY THE TARGET FUND | 28 | |||
PROPOSAL 4: ELECTION OF TRUSTEES BY THE ACQUIRING FUND | 29 | |||
VOTING INFORMATION | 29 | |||
How to Vote Your Shares | 29 | |||
Why are you sending me the Proxy Statement? | 29 | |||
About the Proxy Statement and the Meeting | 30 |
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Quorum Requirement and Adjournment | 30 | |||
Votes Necessary to Approve the Proposals | 31 | |||
Proxy Solicitation | 31 | |||
OTHER MATTERS | 32 | |||
Share Ownership by Large Shareholders, Management and Trustees/Directors | 32 | |||
Annual Meetings of the Funds | 32 | |||
Shareholder Proposals | 32 | |||
Shareholder Communications | 32 | |||
Section 16(a) Beneficial Ownership Reporting Compliance | 33 | |||
Other Meeting Matters | 33 | |||
WHERE TO FIND ADDITIONAL INFORMATION | 33 | |||
Exhibits | ||||
EXHIBIT A Form of Agreement and Plan of Redomestication | A-1 | |||
EXHIBIT B Comparison of Governing Documents | B-1 | |||
EXHIBIT C Comparison of Delaware and Massachusetts State Laws | C-1 | |||
EXHIBIT D Comparison of Delaware and Maryland State Laws | D-1 | |||
EXHIBIT E Form of Agreement and Plan of Merger | E-1 | |||
EXHIBIT F Executive Officers of the Funds | F-1 | |||
EXHIBIT G Information Regarding the Target Fund’s Directors | G-1 | |||
EXHIBIT H Qualifications and Experience of the Target Fund’s Directors | H-1 | |||
EXHIBIT I Board Leadership Structure, Role in Risk Oversight, and Committees and Meetings of the Target Fund | I-1 | |||
EXHIBIT J Remuneration of the Target Fund’s Directors | J-1 | |||
EXHIBIT K Independent Auditor Information | K-1 | |||
EXHIBIT L Information Regarding the Acquiring Fund’s Trustees | L-1 | |||
EXHIBIT M Qualifications and Experience of the Acquiring Fund’s Trustees | M-1 | |||
EXHIBIT N Board Leadership Structure, Role in Risk Oversight, and Committees and Meetings of the Acquiring Fund | N-1 | |||
EXHIBIT O Remuneration of the Acquiring Fund’s Trustees | O-1 | |||
EXHIBIT P Outstanding Shares of the Funds | P-1 | |||
EXHIBIT Q Ownership of the Funds | Q-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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MSY | Acquiring Fund (VLT) | |
To seek a high level of current income. As a secondary objective, the Fund seeks capital appreciation. | To provide to its common shareholders high current income, while seeking to preserve shareholders’ capital, through investment in a professionally managed, diversified portfolio of high-income producing fixed-income securities. |
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Current* | Pro Forma* | |||||
Target Fund | ||||||
+ | ||||||
Acquiring Fund | ||||||
Acquiring Fund | (assumes the Merger is | |||||
MSY | (VLT) | completed) | ||||
Shareholder Fees (Fees paid directly from your investment) | ||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None (a) | None (a) | None (a) | |||
Dividend Reinvestment Plan | None (b) | None (b) | None (b) | |||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||
Management Fees | [__]% | [__]% | [__]% | |||
[Interest and Related Expenses] (f) | ||||||
Other Expenses | [__]% | [__]% | [__]% | |||
Acquired Fund Fees and Expenses [Delete this line item if it is 0.00% across all columns] | [__]% | [__]% (e) | [__]% (e) | |||
Total Annual Fund Operating Expenses | [__]% (c) | [__]% (c) | [__] |
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Current* | Pro Forma* | |||||
Target Fund | ||||||
+ | ||||||
Acquiring Fund | ||||||
Acquiring Fund | (assumes the Merger is | |||||
MSY | (VLT) | completed) | ||||
Fee Waiver and/or Expense Reimbursement [Delete this line item if fee waiver is 0.00% across all columns] | [0.00]% | [0.00]% | [0.00]% (d) | |||
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement [Delete this line item if fee waiver is 0.00% across all columns] | [__]% | [__]% | [__]% |
* | [Expense ratios reflect annual fund operating expenses for the most recent fiscal year of the Funds. Pro forma numbers are estimated as if the Merger had been completed as of March 1, 2011 and do not include the estimated costs of the Merger. The estimated Merger costs that the Target Fund will bear are [$100,000]. The Adviser estimates that shareholders will recoup these costs through reduced expenses in [10] months or less.] For more information on the costs of the Merger to be borne by the Funds, see “Costs of the Merger” below. | |
(a) | 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. | |
(b) | 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. | |
(c) | Based on estimated amounts for the current fiscal year. | |
(d) | [Effective upon the closing of the Merger, the Adviser has contractually agreed, through at least June 30, 2014, 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 [__]% 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, such as litigation, reorganizations and mergers; 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 on June 30, 2014.] | |
(e) | Unless otherwise indicated, Acquired Fund Fees and Expenses are less than 0.01%. | |
(f) | [“Interest and Related Expenses” arises because accounting rules require the Funds to treat interest paid by trusts issuing certain inverse floating rate investments held by the Funds as having been paid (indirectly) by the Funds. Because the Funds also recognize corresponding amounts of interest income (also indirectly), each Fund’s Common Share net asset value, net investment income and total return are not affected by this accounting treatment. The actual “Interest and Related Expenses” incurred in the future may be higher or lower.] |
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Acquiring Fund (VLT) | $[__] | $[__] | $[__] | $[__] | ||||||||||||
MSY | $[__] | $[__] | $[__] | $[__] | ||||||||||||
Pro Forma (Target Fund + Acquiring Fund, assuming the Merger is completed) | $[__] | $[__] | $[__] | $[__] |
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1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Acquiring Fund (VLT) | [___]% | [___]% | [___]% | [___]% | ||||||||||||
MSY | [___]% | [___]% | [___]% | [___]% | ||||||||||||
Barclays Capital U.S. Corporate High Yield 2% Issuer Cap Index | [___]% | [___]% | [___]% | [___]% |
MSY | Acquiring Fund (VLT) | |
0.70% | 0.70% |
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Principal Risk | Funds Subject to Risk | |
Market Risk. Market risk is the possibility that the market values of securities owned by the Fund will decline. The net asset value of the Fund will change with changes in the value of its portfolio securities, and the value of the 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. | Both Funds | |
Risk of Investing in Medium and Lower-Grade Securities. Securities that are in the medium and 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 illiquidity risk. Secondary market prices of medium and 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 issuers of medium and lower-grade securities to pay interest and to repay principal, or to obtain additional financing, any of which could severely disrupt the market for medium and lower-grade securities and adversely affect the market value of such securities. Such events also could lead to a higher incidence of default by issuers of medium and 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 medium and lower-grade securities and the net asset value of the Fund. Adverse publicity and investor perceptions, whether or not based on rational analysis, may affect the value, volatility and liquidity of medium and lower-grade securities. | Both Funds | |
In the event that an issuer of securities held by the 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 assets with respect to such issuer or the project or projects to which the Fund’s securities relate. Further, the 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 the Fund. Federal income tax rules are not entirely clear about issues such as when the 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 in or holds such securities, in order to seek to ensure that it distributes sufficient income to preserve its status as a regulated investment company. | ||
Interest Rate Risk. Because the Fund invests primarily in fixed income securities, the net asset value of the Fund can be expected to change as general levels of interest rates fluctuate. When interest rates decline, the value of a portfolio invested in 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 fixed income securities generally are more volatile with respect to changes in interest rates than the prices of shorter term fixed income securities. These risks may be greater in the current market environment because certain interest rates are near historically low levels. | Both Funds | |
Credit Risk. Credit risk refers to an issuer’s ability to make timely payments of interest and principal when due. Fixed income securities are subject to the credit risk of nonpayment. The ability of issuers of fixed income securities to make timely payments of interest and principal may be adversely affected by, among other things, general economic downturns | Both Funds |
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Principal Risk | Funds Subject to Risk | |
and economic factors affecting specific issuers. Nonpayment would result in a reduction of income to the Fund, and a potential decrease in the net asset value of the Fund. The Adviser continuously monitors the issuers of securities held in the Fund. | ||
The 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 the Fund to dispose of a security. | ||
Income Risk. The income you receive from the 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 the Fund may decrease as well. | Both Funds | |
Risk of Investing in Loans. Loans are subject to credit risk, market risk, income risk and call risk similar to the corporate bonds in which the Fund invests. To the extent that the loans in which the Fund invests are medium- or lower-grade, such loans are subject to same type of risks generally associated with such medium- and lower-grade securities, as described above. Loans may have less credit risk than corporate bonds because loans generally have a more senior claim in the borrower’s capital structure relative to corporate bonds or other subordinated debt. However, loans generally do not have as broad of a secondary market compared to corporate bonds and this may impact the market value of such loans and the Fund’s ability to dispose of particular loans when necessary to meet the Fund’s liquidity needs or in response to a specific economic event such as a deterioration in the creditworthiness of the borrower. The lack of a broad secondary market for loans may also make it more difficult for the Fund to value these securities and make their market values more volatile. | Both Funds | |
Risk of Investing in Bank Loans. By investing in a bank loan, the Fund becomes a member of a syndicate of lenders, who are typically represented by one or more lenders agents acting as agent for all the lenders. Certain public bank loans are illiquid, meaning the Fund may not be able to sell them quickly at a fair price, and may also be difficult to value. The secondary market for bank loans may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods. Bank loans are subject to the risk of default, which will increase in the event of an economic downturn or a substantial increase in interest rates. Because public bank loans usually rank lower in priority of payment to senior loans, they present a greater degree of investment risk due to the fact that the cash flow or other property of the borrower securing the bank loan may be insufficient to meet scheduled payments after meeting the payment obligations of the senior secured obligations of the borrower. Bank loans may therefore exhibit greater price volatility. Bank loans that are rated below investment grade share the same risks of other below investment grade securities. | Both 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 the Fund in securities bearing the new, lower interest rates, resulting in a possible decline in the Fund’s income and distributions to shareholders. | Both Funds | |
Convertible Securities Risk. The values of convertible securities in which the Fund may invest may be affected by market interest rates. The values of convertible securities also may be affected by the risk of actual issuer default on interest or principal payments and the value of the underlying stock. Additionally, an issuer may retain the right to buy back its convertible securities at a time and price unfavorable to the Fund. | Both Funds |
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Principal Risk | Funds Subject to Risk | |
Risks of Using Derivative Instruments. A derivative instrument often has risks similar to its underlying instrument and may have additional risks, including imperfect correlation between the value of the derivative and the underlying instrument or instrument being hedged, risks of default by the other party to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which they relate, and risks that the derivatives may not be liquid. The use of derivatives involves risks that are different from, and potentially greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. Certain derivative transactions may give rise to a form of leverage. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable SEC rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. The Fund could suffer losses related to its derivative positions as a result of unanticipated market movements, which losses may potentially be unlimited. Although the Adviser may seek to use derivatives to further the Fund’s investment objective, the Fund is not required to use derivatives and may choose not to do so and there is no assurance that the use of derivatives will achieve this result. | Both Funds | |
Counterparty Risk. The Fund will be subject to credit risk with respect to the counterparties to the derivative transactions entered into by the Fund. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract in bankruptcy or other reorganization proceeding. The Fund may obtain only a limited recovery or may obtain no recovery in such circumstances. | Both Funds | |
Futures Risk. A decision as to whether, when and how to use futures involves the exercise of skill and judgment and even a well conceived futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks discussed above, the prices of futures can be highly volatile, using futures can lower total return, and the potential loss from futures can exceed the Fund’s initial investment in such contracts. | Both Funds | |
Tax Risk. The use of derivatives may generate taxable income. In addition, the Fund’s use of derivatives may be limited by the requirements for taxation as a regulated investment company or the Fund’s intention to pay dividends that are exempt from federal income taxes. The tax treatment of derivatives may be adversely affected by changes in legislation, regulations or other legal authority, subjecting the Fund’s shareholders to increased federal income tax liabilities. | Both Funds | |
Foreign Securities Risk. The dollar value of the Fund’s foreign investments may be affected by changes in the exchange rates between the dollar and the currencies in which those investments are traded. The value of the Fund’s foreign investments may be adversely affected by political and social instability in their home countries, by changes in economic or taxation policies in those countries, or by the difficulty in enforcing obligations in those countries. Foreign companies generally may be subject to less stringent regulations than U.S. companies, including financial reporting requirements and auditing and accounting controls. As a result, there generally is less publicly available information about foreign companies than about U.S. companies. Trading in many foreign securities may be less liquid and more volatile than U.S. securities due to the size of the market or other factors. | Both Funds | |
Emerging Markets Risk. The prices of securities issued by foreign companies and governments located in developing countries may be impacted by certain factors more than those in countries with mature economies. For example, developing countries may experience higher rates of inflation or sharply devalue their currencies against the U.S. | Both Funds |
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Principal Risk | Funds Subject to Risk | |
dollar, thereby causing the value of investments issued by the government or companies located in those countries to decline. Governments in developing markets may be relatively less stable. The introduction of capital controls, withholding taxes, nationalization of private assets, expropriation, social unrest, or war may result in adverse volatility in the prices of securities or currencies. Other factors may include additional transaction costs, delays in settlement procedures, and lack of timely information. | ||
Currency/Exchange Rate Risk. The dollar value of the Fund’s foreign investments will be affected by changes in the exchange rates between the dollar and the currencies in which those investments are traded. The Fund may buy or sell currencies other than the U.S. dollar in order to capitalize on anticipated changes in exchange rates. There is no guarantee that these investments will be successful. | Both Funds | |
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. To the extent the Fund owns or may acquire illiquid or restricted securities, these securities may involve special registration requirements, liabilities and costs, and liquidity and valuation difficulties. The markets for lower-grade securities may be less liquid than the markets for higher-grade securities. | Both Funds | |
Preferred Securities Risk. There are special risks associated with investing in preferred securities. Preferred securities may include provisions that permit the issuer, in its discretion, to defer or omit distributions for a certain period of time. If the Fund owns a security that is deferring or omitting its distributions, the Fund may be required to report the distribution on its tax returns, even though it may not have received this income. Further, preferred securities may lose substantial value due to the omission or deferment of dividend payments. | Both Funds | |
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, the 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 the Fund to sell such securities at their fair value. The Fund may be more reliant on the Adviser’s judgment and analysis in evaluating the creditworthiness of an issuer of unrated securities. | Both Funds | |
U.S. Government Obligations Risk. Obligations issued by U.S. government agencies and instrumentalities may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default. | Both Funds | |
Zero Coupon / Pay-in-Kind 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 may subject the 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 pay-in-kind securities. The Adviser will weigh these concerns against the expected total returns from such instruments. In addition, the Fund would be required to distribute the income on these instruments as it accrues, even though the Fund will not receive all of the income on a current basis or in cash. Thus, the Fund may have to sell other investments, including when it may not be advisable to do so, to make income distributions to the commons shareholders. | Both Funds |
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Price | Net Asset Value | Premium/Discount | ||||||||||
Quarterly Period Ending | High | Low | High | Low | High | Low | ||||||
$[___] | $[___] | $[___] | $[___] | [___]% | [___]% |
Price | Net Asset Value | Premium/Discount | ||||||||||
Quarterly Period Ending | High | Low | High | Low | High | Low | ||||||
$[___] | $[___] | $[___] | $[___] | [___]% | [___]% |
NAV | Market Price | Premium (Discount) | ||||
Acquiring Fund (VLT) | $[___] | $[___] | [___]% | |||
MSY | $[___] | $[___] | [___]% |
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• | 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 such shares of the Target Fund are capital assets in the hands of such shareholder as of the Closing). |
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MSY | VLT | |||
[Target Fund] | [Acquiring Fund] | |||
(000,000s) | (000,000s) | |||
at 8/31/2011 | at 8/31/2011 | |||
Aggregate Capital Loss Carryovers on a Tax Basis (1) | $(23.3) | $(34.6) | ||
Unrealized Net Appreciation (Depreciation) in Investments on a Tax Basis | $(2.4) | $(2.2) | ||
Aggregate Net Asset Value | $66.9 | $57.3 | ||
Approximate Annual Limitation (2) | N/A | $2.0 |
(1) | Based on capital loss carryovers at February 28, 2011; includes realized gain or loss for the current fiscal year determined on the basis of generally accepted accounting principles. | |
(2) | Based on the long-term tax-exempt rate for ownership changes during December 2011 of 3.55%. |
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Estimated Portion of Total | ||||||
Estimated Proxy | Estimated Total | Merger Costs to be Paid by the | ||||
Solicitation Costs | Merger Costs | Funds | ||||
Acquiring Fund (VLT) | $[ ] | $[ ] | $[ ] | |||
MSY | $[ ] | $[ ] | $[ ] |
Title of Class | Amount Outstanding | |
Common Shares of Beneficial Interest | [_____] |
Acquiring Fund pro | ||||||||
Acquiring Fund | Pro Forma | forma (assumes the | ||||||
MSY | (VLT) | Adjustments | Merger is completed) | |||||
Net assets (all classes) | $[____] | $[____] | $[___] 1 | $[____] | ||||
Common Shares Outstanding | [___] | [___] | [___] | [___] | ||||
Common Share NAV Per Share | $[____] | $[____] | $[___] 1 | $[____] |
1 | [Pro forma net assets have been adjusted for the allocated portion of the Funds’ expenses to be incurred in connection with the Merger.] |
27
2 | Pro forma shares outstanding have been adjusted for the accumulated change in the number of shares of the Target Fund’s shareholder accounts based on the relative net asset value per Common Share of the Target Fund and the Acquiring Fund. |
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. |
28
Class I | Class II | Class III | ||
David C. Arch Jerry D. Choate Howard J Kerr (1) Suzanne H. Woolsey, Ph.D. | Wayne W. Whalen Rodney Dammeyer (1) Linda Hutton Heagy | Colin D. Meadows R. Craig Kennedy Jack E. Nelson (1) Hugo F. Sonnenschein |
(1) | Pursuant to the Acquiring Fund Board’s Trustee retirement policy, Howard J Kerr and Jack E. Nelson are retiring from the Board effective as of the Meeting. Rodney Dammeyer is not standing for reelection as Trustee of the Acquiring Fund and his term of office will expire at the Meeting. |
29
30
31
32
33
Form of Agreement and Plan of Redomestication
A-1
B-1
B-2
B-3
B-4
B-5
B-6
B-7
B-8
B-9
Comparison of Delaware and Massachusetts State Laws
Delaware Statutory Trust | Massachusetts Business Trust | |||
Governing Documents/ | A DE Trust is formed by the filing of a | A MA Trust is created by the trustees’ | ||
Governing Body | certificate of trust with the Delaware | execution of a written declaration of | ||
Secretary of State. A DE Trust is an | trust. A MA Trust is required to file | |||
unincorporated association organized | the declaration of trust with the | |||
under the DE Statute whose operations are | Secretary of the Commonwealth of | |||
governed by its governing document (which | Massachusetts and with the clerk of every | |||
may consist of one or more documents). | city or town in Massachusetts where the | |||
Its business and affairs are managed by | trust has a usual place of business. A | |||
or under the direction of one or more | MA Trust is a voluntary association with | |||
trustees. As described in this chart, DE | transferable shares of beneficial | |||
Trusts are granted a significant amount | interests, organized under the MA | |||
of organizational and operational | Statute. A MA Trust is considered to be | |||
flexibility. Delaware law makes it easy | a hybrid, having characteristics of both | |||
to obtain needed shareholder approvals, | corporations and common law trusts. A MA | |||
and also permits the management of a DE | Trust’s operations are governed by a | |||
Trust to take various actions without | trust document and bylaws. The business | |||
being required to make state filings or | and affairs of a MA Trust are managed by | |||
obtain shareholder approval. | 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 | The MA Statute is silent as to any | ||
document may provide for classes, groups | requirements for the creation of such | |||
or series of | series or classes. |
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. | ||||
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. | 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 at 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 or MA 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. |
C-2
Delaware Statutory Trust | Massachusetts Business Trust | |||
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. | ||
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. | ||
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. |
C-3
Delaware Statutory Trust | Massachusetts Business Trust | |||
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. | ||
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. |
C-4
Delaware Statutory Trust | Massachusetts Business Trust | |||
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-5
Comparison of Delaware and Maryland State Laws
Delaware Statutory Trust | Maryland Corporation | |||
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 Maryland Corporation (“MD Corporation”) is formed by filing signed articles of incorporation. The MD Statute governs MD Corporations. A MD Corporation is an corporation organized under the MD Statute and is governed by the MD Corporation’s charter and bylaws. The MD Statute prescribes many aspects of corporate governance. | ||
Ownership Shares of Interest | Under the DE Statute, the ownership interests in a DE Trust is denominated as “beneficial interests” and are held by “beneficial owners.” | Under the MD Statute, the ownership interests in a MD Corporation is denominated as “stockholders.” | ||
Series and Classes | Under the DE Statute, the governing document may provide for classes, groups or series of 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. | Under the MD Statute, the governing document may provide for classes, groups or series of shares, having such relative rights, powers and duties as stockholders set forth in the governing document. | ||
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 | Under the MD Statute, a MD Corporation generally cannot dissolve, amend its charter, or engage in statutory share exchange, merger or consolidation unless approved by a vote of stockholders. Depending on the circumstances |
D-1
Delaware Statutory Trust | Maryland Corporation | |||
governing document may contain any provision relating to the exercise of voting rights. | and the charter of the corporation, there may be various exceptions to these stockholder votes. Stockholders of MD Corporations are generally entitled to one vote per share and fractional votes for fractional shares held. | |||
Quorum | Under the DE Statute, the governing document may set forth any provision relating to quorum requirements at meetings of shareholders. | Under the MD Statute, unless the governing document provides otherwise, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting constitutes a quorum. | ||
Shareholder Meetings | The DE Statute does not mandate an annual shareholders’ meeting. | Under the MD Statute, a MD Corporation must hold an annual meeting unless the governing document provides otherwise. A special meeting of the stockholders may be called by the President, the Board of directors or any other person specified in the governing document, and stockholders. | ||
Organization at Meetings | Neither the DE Statute nor the MD Statute contain specific provisions relating to the organization of shareholder meetings. | |||
Record Date | Under the DE Statute, the governing document may provide for record dates. | Under the MD Statute, unless provided otherwise in the governing document, the board of directors generally may set a record date or direct the stock transfer books be closed for a stated period to make a proper determination with respect to stockholders. | ||
Qualification and Election of Trustees | Under the DE Statute, the governing documents may set forth the manner in which trustees are elected and qualified. | Under the MD Statute, the governing documents may set forth the manner in which directors are qualified. Unless provided otherwise in the governing document, directors will be elected at the annual meeting of stockholders. Each share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. A plurality vote is needed at a meeting at which a quorum is present, unless provided otherwise by the governing document. | ||
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. | Under the MD Statute, stockholders of a MD Corporation may remove any director, with or without cause, by the affirmative vote of a majority of all votes entitled to be cast generally for the election of directors, unless otherwise provided in the governing document. Exceptions to removal without cause apply if the director had been elected by a specific class of stockholders, the MD Corporation has cumulative voting for the election of directors or the directors of the |
D-2
Delaware Statutory Trust | Maryland Corporation | |||
MD Corporation have been divided into classes. | ||||
Restrictions on Transfer | The DE Statute does not contain provisions relating to the ability of a DE Trust to restrict transfers of beneficial interests. | The MD Statute does not generally restrict the transfers of beneficial interests unless provided otherwise in the governing document. | ||
Preemptive Rights and Redemption of Shares | Under the DE Statute, a governing document may contain any provision relating to the rights, duties and obligations of the shareholders. | Under the MD Statute, for MD Corporations incorporated on or after October 1, 1995, unless specifically provided by the governing document, a stockholder does not have any preemptive right to subscribe to any additional issue of stock or any security convertible into an additional issue of stock. For MD corporations incorporated before October 1, 1995, a stockholder shall have preemptive rights as and to the extent in existence before October 1, 1995, unless and until expressly changed or terminated by charter amendment. | ||
Under the MD Statute, the governing document may contain any provision relating to the redemption rights and conditions. | ||||
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. Under the DE Statute, a series established in accordance with the DE Statute that has dissolved shall first pay or make reasonable provision to pay all known claims and obligations of the series, including those that are contingent, conditional and unmatured, and all known claims and obligations of the series for which the claimant is unknown. Any remaining assets of the series shall be distributed to the shareholders of such series or as otherwise provided in the governing document. A series is dissolved and its affairs wound up at the time or upon the happening events specified in the governing document or as specified by the DE Statute. | Under the MD Statute, the affirmative vote of the holders of two-thirds of all votes entitled to be cast are required to authorize a dissolution. |
D-3
Delaware Statutory Trust | Maryland Corporation | |||
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. | Under the MD Statute, shareholders generally are not personally liable for debts or obligations of a corporation. A stockholder may plead on behalf of the corporation all defenses in the same manner as could the corporation or its receiver. | ||
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. | Under the MD Statute, a director who has met his or her statutory standard of conduct has no liability for reason of being or having been a director. The governing document may include any provisions expanding or limiting the liability of its directors. | ||
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. | Subject to the standards and restrictions contained in the governing document, a MD Corporation may indemnify its directors and officers to the full extent required or permitted by the MD Statute. A director or officer will not be indemnified for any liability to the MD Corporation or its shareholders to which he or she would otherwise be subject by reason of bad faith or active or deliberate dishonesty or the director received an improper personal benefit. | ||
Insurance | The DE Statute is silent as to the right of a DE Trust to purchase insurance on behalf of its trustees or other persons. | Under the MD Statute, a MD Corporation may purchase and maintain insurance on behalf of directors or other persons against any liability asserted against and incurred by such person in their capacity or arising out of such person’s position. |
D-4
Delaware Statutory Trust | Maryland Corporation | |||
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. | Under the MD Statute, a stockholder may, on written request and during usual business hours, inspect and copy certain records of the MD Corporation at its principal office. A stockholder may also make a written request for a statement by the MD Corporation showing all shares and securities issued and consideration received by the MD Corporation within the preceding twelve months. Additionally, under the MD Statute, one or more persons who are, and for at least six months have been, stockholder of record of at least five percent of the outstanding stock of the MD Corporation are entitled to inspect and copy the books of account and stock ledger of the MD Corporation, request a statement of affairs, and in some cases a list of the stockholders of the MD Corporation. | ||
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. | The MD Statute does not provide specific provisions relating to derivative actions. | ||
Arbitration of Claims | The DE Statute provides flexibility as to providing for arbitration pursuant to the governing documents of a DE Trust. | The MD Statute does not provide specific provisions relating to the arbitration of claims. |
D-5
Delaware Statutory Trust | Maryland Corporation | |||
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. | Under the MD Statute, proposed amendments to the governing documents requires, the affirmative vote of the holders of two-thirds of all votes entitled to be cast on the matter. In general, directors may propose an amendment to the governing document as long as the proposed amendment is submitted for consideration by the shareholders in the manner proscribed under the MD Statute. |
D-6
Form of Agreement and Plan of Merger
E-1
Executive Officers of the Funds
Name, Year of Birth and | ||||||
Position(s) Held with the Fund | Officer Since | Principal Occupation(s) During Past 5 Years | ||||
Russell C. Burk — 1958 | 2010 | Senior Vice President and Senior Officer, The Invesco Funds. | ||||
Senior Vice President and Senior Officer (with respect only to the Target Fund (MSY)) | ||||||
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). | ||||
Formerly: Treasurer, PowerShares Exchange-Traded Fund Trust, |
F-1
Name, Year of Birth and | ||||||
Position(s) Held with the Fund | Officer Since | Principal Occupation(s) During Past 5 Years | ||||
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, INVESCO Private Capital Investments, Inc. (holding company), and Invesco Private Capital, Inc. (registered investment adviser); 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 |
F-2
Name, Year of Birth and | ||||||
Position(s) Held with the Fund | Officer Since | Principal Occupation(s) During Past 5 Years | ||||
President, Van Kampen Investments Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, 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. |
F-3
Number of | ||||||||||||
Name, Year of Birth | Portfolios in | |||||||||||
and Position(s) Held | Fund Complex | |||||||||||
with the Target Fund | Director | Principal Occupation(s) During Past | Overseen by | Other Directorship(s) | ||||||||
(MSY) | Since | 5 Years | Trustee | Held by Trustee | ||||||||
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, | 140 | None. |
G-1
Number of | ||||||||||||
Name, Year of Birth | Portfolios in | |||||||||||
and Position(s) Held | Fund Complex | |||||||||||
with the Target Fund | Director | Principal Occupation(s) During Past | Overseen by | Other Directorship(s) | ||||||||
(MSY) | Since | 5 Years | Trustee | Held by Trustee | ||||||||
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 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 |
G-2
Number of | ||||||||||||
Name, Year of Birth | Portfolios in | |||||||||||
and Position(s) Held | Fund Complex | |||||||||||
with the Target Fund | Director | Principal Occupation(s) During Past | Overseen by | Other Directorship(s) | ||||||||
(MSY) | Since | 5 Years | Trustee | Held by Trustee | ||||||||
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. | ||||||||||||
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, Board of Governors, Western Golf Association/Evans Scholars Foundation and Director, Denver Film Society. | ||||||||
Rodney F. Dammeyer — 1940 Trustee | 2010 | President 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, | 158 | Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008,Director |
G-3
Number of | ||||||||||||
Name, Year of Birth | Portfolios in | |||||||||||
and Position(s) Held | Fund Complex | |||||||||||
with the Target Fund | Director | Principal Occupation(s) During Past | Overseen by | Other Directorship(s) | ||||||||
(MSY) | Since | 5 Years | Trustee | Held by Trustee | ||||||||
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. | of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc. | |||||||||||
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 | 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. | 140 | None. |
G-4
Number of | ||||||||||||
Name, Year of Birth | Portfolios in | |||||||||||
and Position(s) Held | Fund Complex | |||||||||||
with the Target Fund | Director | Principal Occupation(s) During Past | Overseen by | Other Directorship(s) | ||||||||
(MSY) | Since | 5 Years | Trustee | Held by Trustee | ||||||||
Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company). | ||||||||||||
Hugo F. Sonnenschein — 1940 Trustee | 2010 | President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago. | 158 | Trustee of the University of Rochester and a member of its 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 Securities in All | ||||
Dollar Range of Equity | Registered Investment Companies Overseen by Board | |||
Name | Securities in the Target Fund | Member in Family of Investment Companies | ||
Interested Trustees | ||||
Martin L. Flanagan | ||||
Philip A. Taylor | ||||
Wayne W. Whalen | ||||
Independent Trustees | ||||
Bruce L. Crockett | ||||
David C. Arch | ||||
Bob R. Baker | ||||
Frank S. Bayley | ||||
James T. Bunch | ||||
Rodney Dammeyer | ||||
Albert R. Dowden | ||||
Jack M. Fields | ||||
Carl Frischling | ||||
Larry Soll | ||||
Hugo F. Sonnenschein | ||||
Raymond Stickel, Jr. |
G-5
H-1
H-2
H-3
H-4
I-1
I-2
I-3
I-4
J-1
Total | ||||||||
Pension or | Estimated | Compensation | ||||||
Aggregate | Retirement | Annual | Before | |||||
Compensation | Benefits | Benefits from | Deferral from | |||||
from the | Accrued by | Invesco Funds | Invesco Funds | |||||
Target Fund | All Invesco | Upon | Paid to | |||||
Name of Trustee | (MSY)(1) | Funds(2) | Retirement(3) | Trustee(4) | ||||
Interested Trustees | ||||||||
Martin L. Flanagan | None | None | None | None | ||||
Philip A. Taylor | None | None | None | None | ||||
Wayne W. Whalen | $[_____] | $[_____] | $[_____] | $[_____] | ||||
Independent Trustees | ||||||||
David C. Arch | [_____] | [_____] | [_____] | [_____] | ||||
Frank S. Bayley | [_____] | [_____] | [_____] | [_____] | ||||
James T. Bunch | [_____] | [_____] | [_____] | [_____] | ||||
Bruce L. Crockett | [_____] | [_____] | [_____] | [_____] | ||||
Rodney F. Dammeyer | [_____] | [_____] | [_____] | [_____] | ||||
Albert R. Dowden | [_____] | [_____] | [_____] | [_____] | ||||
Jack M. Fields | [_____] | [_____] | [_____] | [_____] |
J-2
Total | ||||||||
Pension or | Estimated | Compensation | ||||||
Aggregate | Retirement | Annual | Before | |||||
Compensation | Benefits | Benefits from | Deferral from | |||||
from the | Accrued by | Invesco Funds | Invesco Funds | |||||
Target Fund | All Invesco | Upon | Paid to | |||||
Name of Trustee | (MSY)(1) | Funds(2) | Retirement(3) | Trustee(4) | ||||
Carl Frischling(5) | [_____] | [_____] | [_____] | [_____] | ||||
Prema Mathai-Davis | [_____] | [_____] | [_____] | [_____] | ||||
Larry Soll | [_____] | [_____] | [_____] | [_____] | ||||
Hugo F. Sonnenschein | [_____] | [_____] | [_____] | [_____] | ||||
Raymond Stickel, Jr. | [_____] | [_____] | [_____] | [_____] |
(1) | The total amount of compensation deferred by all Trustees of the Funds during the fiscal year ended February 29, 2012, including earnings, was $[_____]. | |
(2) | During the fiscal year ended February 29, 2012, the total amount of expenses allocated to the Funds in respect of such retirement benefits was $[_____]. | |
(3) | 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) | All Trustees, except Messrs. Arch, Dammeyer, Sonnenschein and Whalen, currently serve as Trustees of 140 registered investment companies advised by the Adviser. Messrs. Arch, Dammeyer, Sonnenschein and Whalen currently serve as Trustees of 158 registered investment companies advised by the Adviser. | |
(5) | During the fiscal year ended February 29, 2012, the Funds paid $[_____] 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. |
J-3
Non-Audit Fees | ||||||||||||||||||||||||||||
Fiscal Year | Audit Related | |||||||||||||||||||||||||||
Fund | End | Audit Fees | Fees(1) | Tax Fees(2) | All Other | Total Non-Audit | Total | |||||||||||||||||||||
Invesco Van Kampen High Income Trust II (VLT) | 02/29/12 | $ | [_] | [_] | $ | [_] | [_] | $ [_] | $ | [_] | ||||||||||||||||||
12/31/10 to 02/28/11 | $ | 12,250 | — | $ | 2,800 | — | $ 2,800 | $ | 15,050 | |||||||||||||||||||
12/31/10 | $ | 35,000 | 0 | $ | 6,000 | $ | 1,667 | $ 7,667 | $ | 42,667 | ||||||||||||||||||
Invesco High Yield Investments Fund, Inc. (MSY) | 02/29/12 | $ | [_] | [_] | $ | [_] | [_] | $ [_] | $ | [_] | ||||||||||||||||||
01/01/11 to 02/28/11 | $ | 12,250 | — | $ | 2,800 | — | $ 2,800 | $ | 15,050 | |||||||||||||||||||
12/31/10 | $ | 35,000 | — | $ | 6,000 | — | $ 6,000 | $ | 41,000 | |||||||||||||||||||
Covered Entities | 02/29/12 | [_] | [_] | [_] | [_] | [_] | [_] | |||||||||||||||||||||
11/01/10 to 02/28/11 | — | — | — | — | — | — | ||||||||||||||||||||||
10/31/10 | — | — | — | — | — | — |
(1) | Audit-Related Fees represent assurance and related services that are reasonably related to the performance of the audit of the financial statements of the Covered Entities and funds advised by the Adviser or its affiliates, specifically data verification and agreed-upon procedures related to asset securitizations and agreed-upon procedures engagements. | |
(2) | Tax Fees represent tax compliance, tax planning and tax advice services provided in connection with the preparation and review of the tax returns of the Fund, or, with respect to the information for Covered Entities, the tax returns of Covered Entities. |
K-1
K-2
Information Regarding the Acquiring Fund’s Trustees
Term of | Number of | |||||||||||
Position(s) | Office | Portfolios in | ||||||||||
Held with | and | Fund | ||||||||||
the | Length of | Complex | ||||||||||
Name, Age and | Acquiring | Time | Principal Occupation(s) During the | Overseen by | Other Directorships Held by | |||||||
Address of Trustee | Fund (VLT) | Served | Past Five Years | Trustee | Trustee During the Past Five Years | |||||||
Independent Trustees: | ||||||||||||
David C. Arch1 (66) Blistex Inc. 1800 Swift Drive Oak Brook, IL 60523 | Trustee | † | Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer. | 158 | Trustee/Managing General Partner of funds in the Fund Complex. 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. | |||||||
Jerry D. Choate1 (73) 33971 Selva Road Suite 130 Dana Point, CA 92629 | Trustee | † | From 1995 to 1999, Chairman and Chief Executive Officer of the Allstate Corporation (“Allstate”) and Allstate Insurance Company. From 1994 to 1995, President and Chief Executive Officer of Allstate. Prior to 1994, various management positions at Allstate. | 18 | Trustee/Managing General Partner of funds in the Fund Complex. Director since 1998 and member of the governance and nominating committee, executive committee, compensation and management development committee and equity award committee, of Amgen Inc., a biotechnological company. Director since 1999 and member of the nominating and governance committee and compensation and executive committee, of Valero Energy Corporation, a crude oil refining and marketing company. Previously, from 2006 to 2007, Director and member of the compensation committee and audit committee, of H&R Block, a tax preparation services company. | |||||||
Rodney F. Dammeyer***2,4 (71) CAC, LLC 4370 La Jolla Village Drive | Trustee | † | President of CAC, LLC, a private company offering capital investment and management advisory services. Prior to January 2004, Director of TeleTech Holdings, Inc. Prior to 2002, Director of | 158 | Trustee/Managing General Partner of funds in the Fund Complex. Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to |
L-1
Term of | Number of | |||||||||||
Position(s) | Office | Portfolios in | ||||||||||
Held with | and | Fund | ||||||||||
the | Length of | Complex | ||||||||||
Name, Age and | Acquiring | Time | Principal Occupation(s) During the | Overseen by | Other Directorships Held by | |||||||
Address of Trustee | Fund (VLT) | Served | Past Five Years | Trustee | Trustee During the Past Five Years | |||||||
Suite 685 San Diego, CA 92122-1249 | 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. | February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc. | ||||||||||
Linda Hutton Heagy2,4 (63) 4939 South Greenwood Chicago, IL 60615 | Trustee | † | Prior to June 2008, Managing Partner of Heidrick & Struggles, the second largest global executive search firm, and from 2001-2004, Regional Managing Director of U.S. operations at Heidrick & Struggles. Prior to 1997, Managing Partner of Ray & Berndtson, Inc., an executive recruiting firm. Prior to 1995, Executive Vice President of ABN AMRO, N.A., a bank holding company, with oversight for treasury management operations including all non-credit product pricing. Prior to 1990, experience includes Executive Vice President of The Exchange National Bank with oversight of treasury management including capital markets operations, Vice President of Northern Trust Company and an Associate at Price Waterhouse. | 18 | Trustee/Managing General Partner of funds in the Fund Complex. Prior to 2010, Trustee on the University of Chicago Medical Center Board, Vice Chair of the Board of the YMCA of Metropolitan Chicago and a member of the Women’s Board of the University of Chicago. | |||||||
R. Craig Kennedy3 (60) 1744 R Street, N.W. Washington, D.C. 20009 | Trustee | † | Director and President of the German Marshall Fund of the United States, an independent U.S. foundation created to deepen understanding, promote collaboration and stimulate exchanges of practical experience between Americans and Europeans. Formerly, advisor to the Dennis Trading Group Inc., a managed futures and option company that invests money for individuals and institutions. Prior to 1992, President and Chief Executive Officer, Director and member of the Investment Committee of the Joyce Foundation, a private foundation. | 18 | Trustee/Managing General Partner of funds in the Fund Complex. Director of First Solar, Inc. | |||||||
Howard J Kerr1 (76) 14 Huron Trace Galena, IL 61036 | Trustee | † | Retired. Previous member of the City Council and Mayor of Lake Forest, Illinois from 1988 through 2002. Previous business experience from 1981 through 1996 includes President and Chief Executive Officer of Pocklington Corporation, Inc., an investment holding company, President and Chief Executive Officer of Grabill Aerospace, and President of Custom Technologies Corporation. United States Naval Officer from 1960 through 1981, with responsibilities including Commanding Officer of United States Navy destroyers | 18 | Trustee/Managing General Partner of funds in the Fund Complex. Director of the Lake Forest Bank & Trust. Director of the Marrow Foundation. |
L-2
Term of | Number of | |||||||||||
Position(s) | Office | Portfolios in | ||||||||||
Held with | and | Fund | ||||||||||
the | Length of | Complex | ||||||||||
Name, Age and | Acquiring | Time | Principal Occupation(s) During the | Overseen by | Other Directorships Held by | |||||||
Address of Trustee | Fund (VLT) | Served | Past Five Years | Trustee | Trustee During the Past Five Years | |||||||
and Commander of United States Navy Destroyer Squadron Thirty-Three, White House experience in 1973 through 1975 as military aide to Vice Presidents Agnew and Ford and Naval Aid to President Ford, and Military Fellow on the Council of Foreign Relations in 1978-through 1979. | ||||||||||||
Jack E. Nelson***3 (76) 423 Country Club Drive Winter Park, FL 32789 | Trustee | † | President of Nelson Investment Planning Services, Inc., a financial planning company and registered investment adviser in the State of Florida. President of Nelson Ivest Brokerage Services Inc., a member of the Financial Industry Regulatory Authority (“FINRA”), Securities Investors Protection Corp. and the Municipal Securities Rulemaking Board. President of Nelson Sales and Services Corporation, a marketing and services company to support affiliated companies. | 18 | Trustee/Managing General Partner of funds in the Fund Complex. | |||||||
Hugo F. Sonnenschein3,4 (71) 1126 E. 59th Street Chicago, IL 60637 | Trustee | † | President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago. | 158 | Trustee/Managing General Partner of funds in the Fund Complex. Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences. | |||||||
Suzanne H. Woolsey, Ph.D. 1 (70) 815 Cumberstone Road Harwood, MD 20776 | Trustee | † | Chief Communications Officer of the National Academy of Sciences and Engineering and Institute of Medicine/National Research Council, an independent, federally chartered policy institution, from 2001 to November 2003 and Chief Operating Officer from 1993 to 2001. Executive Director of the Commission on Behavioral and Social Sciences and Education at the National Academy of Sciences/National Research Council from 1989 to 1993. Prior to 1980, experience includes Partner of Coopers & Lybrand (from 1980 to 1989), Associate Director of the US Office of Management and Budget (from 1977 to 1980) and Program Director of the Urban Institute (from 1975 to 1977). | 18 | Trustee/Managing General Partner of funds in the Fund Complex. Independent Director and audit committee chairperson of Changing World Technologies, Inc., an energy manufacturing company, since July 2008. Independent Director and member of audit and governance committees of Fluor Corp., a global engineering, construction and management company, since January 2004. Director of Intelligent Medical Devices, Inc., a private company which develops symptom-based diagnostic tools for viral respiratory infections. Advisory Board member of ExactCost LLC, a private company providing activity-based costing for hospitals, laboratories, clinics, and physicians, since 2008. Chairperson of the Board of Trustees of the Institute for Defense Analyses, a federally funded research and development center, since 2000. Trustee from 1992 to 2000 and 2002 to present, current chairperson of the finance committee, current member of the audit committee, strategic growth committee and executive committee, and former Chairperson of the Board |
L-3
Term of | Number of | |||||||||||
Position(s) | Office | Portfolios in | ||||||||||
Held with | and | Fund | ||||||||||
the | Length of | Complex | ||||||||||
Name, Age and | Acquiring | Time | Principal Occupation(s) During the | Overseen by | Other Directorships Held by | |||||||
Address of Trustee | Fund (VLT) | Served | Past Five Years | Trustee | Trustee During the Past Five Years | |||||||
of Trustees (from 1997 to 1999), of the German Marshall Fund of the United States, a public foundation. Lead Independent Trustee of the Rocky Mountain Institute, a non-profit energy and environmental institute; Trustee since 2004. Chairperson of the Board of Trustees of the Colorado College; Trustee since 1995. Trustee of California Institute of Technology. Previously, Independent Director and member of audit committee and governance committee of Neurogen Corporation from 1998 to 2006; and Independent Director of Arbros Communications from 2000 to 2002. | ||||||||||||
Interested Trustees: | ||||||||||||
Colin D. Meadows*3 (41) 1555 Peachtree Street, N.E. Atlanta, GA 30309 | Trustee; President and Principal Executive Officer | † | Senior Managing Director and Chief Administrative Officer of Invesco, Ltd. since 2006. Chief Administrative Officer of Invesco Advisers, Inc. since 2006. Prior to 2006, Senior Vice President of business development and mergers and acquisitions at GE Consumer Finance. Prior to 2005, Senior Vice President of strategic planning and technology at Wells Fargo Bank. From 1996 to 2003, associate principal with McKinsey & Company, focusing on the financial services and venture capital industries, with emphasis in the banking and asset management sectors. | 18 | None. | |||||||
Wayne W. Whalen**2 (72) 155 North Wacker Drive Chicago, IL 60606 | Trustee | † | 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 | Trustee/Managing General Partner of funds in the Fund Complex. Director of the Abraham Lincoln Presidential Library Foundation. |
1 | Designated as a Class I trustee. | |
2 | Designated as a Class II trustee. | |
3 | Designated as a Class III trustee. | |
4 | With respect to Funds with Preferred Shares outstanding, Mr. Sonnenschein and Ms. Heagy are elected by the Preferred Shareholders. | |
* | Mr. Meadows is an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the funds in the Fund Complex because he is an officer of the Adviser. The Board of Trustees of the Funds appointed Mr. Meadows as Trustee of the Funds effective June 1, 2010. | |
** | Mr. Whalen is an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of certain funds in the Fund Complex because he and his firm currently provide legal services as legal counsel to such funds in the Fund Complex. | |
*** | Pursuant to the Board’s Trustee retirement policy, Howard J Kerr and Jack E. Nelson are retiring from the Board effective as of the Meeting. In addition, Rodney Dammeyer is resigning from the Board effective as of the Meeting. Rodney Dammeyer is not standing for reelection and his term of office as Trustee of the Acquiring Fund will expire at the Meeting. | |
† | Each Trustee generally serves a three-year term from the date of election. Each Trustee has served as a Trustee of each respective Fund since the year shown in the following table. |
L-4
Independent Trustees | Interested Trustees | |||||||||||||||||||||||||||||||||||||||||||
Fund | Arch | Choate | Dammeyer | Heagy | Kennedy | Kerr | Nelson | Sonnenschein | Woolsey | Meadows | Whalen | |||||||||||||||||||||||||||||||||
Acquiring Fund (VLT) | 1989 | 2003 | 1989 | 2003 | 2003 | 1992 | 2003 | 1994 | 2003 | 2010 | 1989 |
Dollar Range of Equity | Aggregate Dollar Range of Equity Securities in All | |||||||
Securities in the Acquiring | Registered Investment Companies Overseen by Board | |||||||
Name | Fund | Member in Family of Investment Companies | ||||||
Independent Trustees | ||||||||
David C. Arch | ||||||||
Jerry D. Choate | ||||||||
Rodney F. Dammeyer | ||||||||
Linda Hutton Heagy | ||||||||
R. Craig Kennedy | ||||||||
Howard J Kerr | ||||||||
Jack E. Nelson | ||||||||
Hugo F. Sonnenschein | ||||||||
Suzanne H. Woolsey | ||||||||
Interested Trustees | ||||||||
Colin D. Meadows | ||||||||
Wayne W. Whalen |
L-5
Qualifications and Experience of the Acquiring Fund’s Trustees
M-1
M-2
Board Leadership Structure, Role in Risk Oversight, and Committees and Meetings of the Acquiring Fund
N-1
N-2
Aggregate Compensation | Total Compensation from | |||||||||||
from the Acquiring Fund | Portfolios in the Fund | Number of Portfolios in Fund | ||||||||||
Name | (VLT) | Complex | Complex Overseen by Trustee | |||||||||
Independent Trustees | ||||||||||||
David C. Arch | [_________] | [_________] | 158 | |||||||||
Jerry D. Choate | [_________] | [_________] | 18 | |||||||||
Rodney F. Dammeyer | [_________] | [_________] | 158 | |||||||||
Linda Hutton Heagy | [_________] | [_________] | 18 | |||||||||
R. Craig Kennedy | [_________] | [_________] | 18 | |||||||||
Howard J Kerr | [_________] | [_________] | 18 | |||||||||
Jack E. Nelson | [_________] | [_________] | 18 | |||||||||
Hugo F. Sonnenschein | [_________] | [_________] | 158 | |||||||||
Suzanne H. Woolsey | [_________] | [_________] | 18 | |||||||||
Interested Trustees | ||||||||||||
Colin D. Meadows | [_________] | [_________] | 18 | |||||||||
Wayne W. Whalen | [_________] | [_________] | 158 |
O-1
Fund/Share Class | Number of Shares Outstanding |
P-1
Number of | Percent Owned of | |||||||||||||||
Name and Address | Fund | Class of Shares | Shares Owned | Record* | ||||||||||||
Name and Address | _____% |
* | Each Fund has no knowledge of whether all or any portion of the shares owned of record are also owned beneficially. |
Q-1
___________, 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 Amex: 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 Amex: VMV | |
Invesco Van Kampen Ohio Quality Municipal Trust | NYSE: VOQ | |
Invesco Van Kampen Trust for Investment Grade New Jersey Municipals | NYSE: VTJ |
-2-
Incorporation by Reference of Certain Documents | 1 | |||
General Information | 1 | |||
Investment Strategies and Risks | 3 | |||
Investment Policies and Restrictions | 32 | |||
Portfolio Turnover | 69 | |||
Management of the Funds | 69 | |||
Ownership of Securities | 71 | |||
Investment Advisory and Other Services | 71 | |||
Investment Adviser | 71 | |||
Investment Sub-Advisers | 72 | |||
Portfolio Managers | 73 | |||
Trading Practices and Brokerage | 74 | |||
Tax Matters | 78 | |||
Financial Statements and Pro Forma Financial Statements | 91 |
Appendix A | Special State-Specific Investment Considerations | |
Appendix B | Ratings of Debt Securities | |
Appendix C | Strategic Transactions; Options and Futures | |
Appendix D | Proxy Voting Policies | |
Appendix E | Management Fees | |
Appendix F | Administrative Services Fees | |
Appendix G | Portfolio Managers | |
Appendix H | Brokerage Commissions | |
Appendix I | Directed Brokerage (Research Services) and Purchases of Securities of Regular Brokers or Dealers |
Fund | Annual Report Accession No. | |
IIM | ||
IMC | ||
IMS | ||
IMT | ||
OIA | ||
OIB | ||
OIC | ||
IQI | ||
IQT | ||
IQM | ||
VCV | ||
IIC | ||
IQC | ||
ICS | ||
VLT | ||
MSY | ||
VMO | ||
PIA | ||
VKL | ||
VIM | ||
VTN | ||
IQN | ||
VKQ | ||
VMV | ||
VOQ | ||
VTJ |
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) Formerly: Invesco Insured Municipal Securities (through 12/1/2011); Morgan Stanley Insured Municipal Securities (through 5/6/2010) | Invesco Value Municipal Income Trust (NYSE: IIM) 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) Formerly: Morgan Stanley Municipal Income Opportunities Trust II (through 5/7/2010) | Invesco Municipal Income Opportunities Trust (NYSE: OIA) | ||||
Invesco Municipal Income Opportunities Trust III (NYSE: OIC) Formerly: Morgan Stanley Municipal Income Opportunities Trust III (through 5/7/2010) | Formerly: Morgan Stanley Municipal Income Opportunities Trust (through 5/6/2010) | ||||
Invesco Quality Municipal Investment Trust (NYSE: IQT) Formerly: Morgan Stanley Quality Municipal Investment Trust (through 5/6/2010) | Invesco Quality Municipal Income Trust (NYSE: IQI) | ||||
Invesco Quality Municipal Securities (NYSE: IQM) Formerly: Morgan Stanley Quality Municipal Securities (through 5/6/2010) | Formerly: Morgan Stanley Quality Municipal Income Trust (through 5/10/2010) | ||||
Invesco California Municipal Income Trust (NYSE: IIC) Formerly: Invesco California Insured Municipal Income Trust (through 1/23/2012); Morgan Stanley California Insured Municipal Income Trust (through 5/6/2010) | |||||
Invesco California Quality Municipal Securities (NYSE: IQC) Formerly: Morgan Stanley California Quality Municipal Securities (through 5/6/2010) | Invesco Van Kampen California Value Municipal Income Trust (NYSE: VCV) Formerly: Van Kampen California Value Municipal Income Trust (through 3/31/2010) | ||||
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) Formerly: Morgan Stanley High Yield Fund, Inc. (through 5/27/2010) | Invesco Van Kampen High Income Trust II (NYSE: VLT) Formerly: Van Kampen High Income Trust II (through 5/26/2010) | ||||
- 2 -
Target Funds | Acquiring Funds | ||||
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 Amex: VKL) Formerly: Van Kampen Select Sector Municipal Trust (through 3/31/2010) | Invesco Van Kampen Municipal Opportunity Trust (NYSE: VMO) 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) Formerly: Morgan Stanley New York Quality Municipal Securities (through 5/6/2010) | Invesco Van Kampen Trust for Investment Grade New York Municipals (NYSE: VTN) Formerly: Van Kampen Trust for Investment Grade New York Municipals (through 4/12/2010) | ||||
Invesco Van Kampen Massachusetts Value Municipal Income Trust (NYSE Amex: VMV) Formerly: Van Kampen Massachusetts Value Municipal Income Trust (through 3/31/2010) | |||||
Invesco Van Kampen Ohio Quality Municipal Trust (NYSE: VOQ) Formerly: Van Kampen Ohio Quality Municipal Trust (through 3/31/2010) | Invesco Van Kampen Municipal Trust (NYSE: VKQ) 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 | |||||||||||||||
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 |
- 4 -
IIM | OIA | IQI | VCV | VLT | VMO | VTN | VKQ | |||||||||
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 | ||||||||
Mortgage Dollar Rolls | ||||||||||||||||
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 | ||||||||||||||||||
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 |
- 5 -
IMC | IMS | IMT | OIB | OIC | IQT | IQM | IIC | IQC | ||||||||||
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 | |||||||||
Mortgage Dollar Rolls | ||||||||||||||||||
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 | ||||||||||
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 |
- 6 -
ICS | MSY | PIA | VKL | VIM | IQN | VMV | VOQ | VTJ | ||||||||||
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 | ||||||||||||||||||
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 | |||||||||
Mortgage Dollar Rolls | ||||||||||||||||||
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 -
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- 9 -
• | 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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- 20 -
- 21 -
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- 25 -
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- 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. |
- 32 -
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 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 |
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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 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. |
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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 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. |
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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 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. |
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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 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. |
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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. |
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 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. |
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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. |
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 |
- 40 -
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 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 |
- 41 -
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. | 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 l/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 |
- 42 -
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. |
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. |
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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 l/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. |
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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. |
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. |
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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. |
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 l/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). |
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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. |
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. |
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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. |
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. |
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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. | 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. |
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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, 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. |
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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. |
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 |
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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. |
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. | 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. |
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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. |
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. |
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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 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 |
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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% 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 |
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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 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 331/3% 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 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 initial margin for futures are not deemed to be pledges of assets and neither such arrangements nor the purchase or sales 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. |
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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 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. |
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. |
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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. |
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% |
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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 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, 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. |
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. |
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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. |
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 |
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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. |
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 |
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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 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% |
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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 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. |
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 |
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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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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 | |
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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- 71 -
Invesco Asset Management Limited (Invesco Asset Management)
Invesco Asset Management (Japan) Limited (Invesco Japan)
Invesco Australia Limited (Invesco Australia)
Invesco Hong Kong Limited (Invesco Hong Kong)
Invesco Senior Secured Management, Inc. (Invesco Senior Secured)
Invesco Canada Ltd. (Invesco Canada); (each a “Sub-Adviser” and collectively, the “Sub-Advisers”).
- 72 -
• | 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. |
- 73 -
- 74 -
- 75 -
• | 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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- 77 -
• | 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. |
- 78 -
- 79 -
(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. |
- 80 -
- 81 -
- 82 -
• | 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 |
- 83 -
• | 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. |
- 84 -
- 85 -
- 86 -
- 87 -
- 88 -
• | 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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- 90 -
- 91 -
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
D-1
E-1
F-1
G-1
H-1
REGULAR BROKERS OR DEALERS
I-1
(1) | Copies of the charter of the Registrant as now in effect; |
(a) | Declaration of Trust dated February 15, 1989 is incorporated into this filing by reference to the Registrant’s Form N-14 Pre-Effective Amendment No. 1 filed on May 5, 2005. | ||
(b) | Amendment to the Declaration of Trust dated December 29, 1995 Declaration of Trust dated December 21, 1992 is incorporated into this filing by reference to the Registrant’s Form N-14 Pre-Effective Amendment No. 1 filed on May 5, 2005. | ||
(c) | Amendment to the Declaration of Trust dated March 7, 1997 Declaration of Trust dated December 21, 1992 is incorporated into this filing by reference to the Registrant’s Form N-14 Pre-Effective Amendment No. 1 filed on May 5, 2005. | ||
(d) | Amendment to the Declaration of Trust dated August 6, 1998 Declaration of Trust dated December 21, 1992 is incorporated into this filing by reference to the Registrant’s Form N-14 Pre-Effective Amendment No. 1 filed on May 5, 2005. | ||
(e) | Amendment to the Declaration of Trust dated July 11, 2003 Declaration of Trust dated December 21, 1992 is incorporated into this filing by reference to the Registrant’s Form N-14 Pre-Effective Amendment No. 1 filed on May 5, 2005. | ||
(f) | Amendment to the Declaration of Trust dated June 15, 2004 Declaration of Trust dated December 21, 1992 is incorporated into this filing by reference to the Registrant’s Form N-14 Pre-Effective Amendment No. 1 filed on May 5, 2005. | ||
(g) | Amendment to the Declaration of Trust dated October 3, 2007 will be filed by amendment. | ||
(h) | Amendment to the Declaration of Trust dated May 19, 2010 is incorporated into this filing by reference to Registrant’s Form NSAR-A filed on August 27, 2010. |
(2) | Copies of the existing bylaws or corresponding instrument of the Registrant; |
(a) | Amended and Restated Bylaws dated December 31, 2007 will be filed by amendment. |
(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 will be filed by amendment. | ||
(b) | Form of Agreement and Plan of Merger by and among the Registrant will be filed by amendment. |
(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 IV and IX of the Restated and Amended Declaration of Trust. | ||
(b) | Articles II, VIII and IX 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 Registrant’s Form NSAR-A filed on August 27, 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 Registrant’s Form NSAR-A filed on August 27, 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) | Consent of Stradley Ronon Stevens & Young, LLP is filed herewith. | ||
(b) | Opinion of Stradley Ronon Stevens & Young, LLP will be filed by amendment. |
(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. |
(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 [__________], the Registrant’s independent registered public accountant, will be filed by amendment. |
(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) | Powers of Attorney for Colin Meadows, David C. Arch, Jerry D. Choate, Wayne W. Whalen, Linda Hutton Heagy, Rodney F. Dammeyer, R. Craig Kennedy, Howard J Kerr, Jack E. Nelson, Suzanne H. Woolsey, Hugo F. Sonnenschein is filed herewith. |
(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. |
Registrant: | Invesco Van Kampen High Income Trust II |
By: | /s/ Colin A. Meadows | |||
Colin Meadows, President | ||||
SIGNATURES | TITLE | DATE | ||
/s/ Colin Meadows | Trustee & President | April 5, 2012 | ||
(Colin Meadows) | (Principal Executive Officer) | |||
/s/ David C. Arch* | Trustee | April 5, 2012 | ||
(David C. Arch) | ||||
/s/ Jerry D. Choate* | Trustee | April 5, 2012 | ||
(Jerry D. Choate) | ||||
/s/ Wayne M. Whalen* | Trustee & Chair | April 5, 2012 | ||
(Wayne M. Whalen) | ||||
/s/ Linda Hutton Heagy* | Trustee | April 5, 2012 | ||
(Linda Hutton Heagy) | ||||
/s/ Rodney F. Dammeyer* | Trustee | April 5, 2012 | ||
(Rodney F. Dammeyer) | ||||
/s/ R. Craig Kennedy* | Trustee | April 5, 2012 | ||
(R. Craig Kennedy) |
SIGNATURES | TITLE | DATE | ||
/s/ Howard J Kerr * | Trustee | April 5, 2012 | ||
(Howard J Kerr) | ||||
/s/ Jack E. Nelson* | Trustee | April 5, 2012 | ||
(Jack E. Nelson) | ||||
/s/ Suzanne H. Woolsey* | Trustee | April 5, 2012 | ||
(Suzanne H. Woolsey) | ||||
/s/ Hugo F. Sonnenschein* | Trustee | April 5, 2012 | ||
(Hugo F. Sonnenschein) | ||||
Vice President & Treasurer | April 5, 2012 | |||
/s/ Sheri Morris | (Principal Financial Officer) | |||
(Sheri Morris) |
*By: | /s/ Philip A. Taylor | |||
Attorney-in-Fact |
* | Philip A. Taylor, pursuant to powers of attorney dated November 30, 2011, filed herewith. |
EXHIBIT | ||
NO. | EXHIBIT | |
11(a) | Consent of Stradley Ronon Stevens & Young, LLP | |
16 | Powers of Attorney | |
17 | Form of Proxy Cards |