Common use of Shareholder Proposals Clause in Contracts

Shareholder Proposals. As a general matter, your Fund does not hold regular meetings of shareholders. If you wish to submit a proposal for consideration at a meeting of shareholders of your Fund, you should send such proposal to Company at the address set forth on the first page of this Proxy Statement/Prospectus. To be considered for presentation at a meeting of shareholders, Company must receive proposals a reasonable time before proxy materials are prepared for the meeting. Your proposal also must comply with applicable law. For a discussion of procedures that you must follow if you want to propose an individual for nomination as a director, please refer to the section of this Proxy Statement/Prospectus entitled "Proposal 2 -- Committees of the Board -- Governance Committee." OWNERSHIP OF SHARES A list of the name, address and percent ownership of each person who, as of January 9, 2004, to the knowledge of Company owned 5% or more of any class of the outstanding shares of your Fund can be found at Exhibit E. A list of the name, address and percent ownership of each person who, as of January 9, 2004, to the knowledge of Buyer owned 5% or more of any class of the outstanding shares of Buying Fund can be found at Exhibit F. INDEPENDENT PUBLIC ACCOUNTANTS The Audit Committee of the Board of Company has appointed PricewaterhouseCoopers LLP ("PwC") as Company's independent public accountants for the fiscal year ending December 31, 2004. The financial statements should be read in conjunction with the disclosure in this Proxy Statement under the heading "Certain Civil Proceedings and Lawsuits." A representative of PwC is expected to be available at the Special Meeting and to have the opportunity to make a statement and respond to appropriate questions from the shareholders. The Audit Committee has considered whether the provision of the services below is compatible with maintaining PwC's independence. The Audit Committee also has considered whether the provision of non-audit services that were rendered to INVESCO, and any entity controlling, controlled by or under common control with INVESCO that provides ongoing services to Company ("INVESCO Affiliates"), that were not required to be pre-approved pursuant to SEC regulations is compatible with maintaining PwC's independence. A copy of the Audit Committee's Pre-Approval of Audit and Non-Audit Services Policies and Procedures is at Appendix VIII. FEES BILLED BY PWC RELATED TO THE COMPANY PwC billed Company aggregate fees for services rendered to Company for the last two fiscal years as follows:

Shareholder Proposals. As a general matter, your Fund does not hold regular meetings of shareholders. If you wish to submit a proposal for consideration at a meeting of shareholders of your Fund, you should send such proposal to Company at the address set forth on the first page of this Proxy Statement/Prospectus. To be considered for presentation at a meeting of shareholders, Company must receive proposals a reasonable time before proxy materials are prepared for the meeting. Your proposal also must comply with applicable law. For a discussion of procedures that you must follow if you want how to propose an individual for nomination as a director, please refer to the section of this Proxy Statement/Prospectus entitled "Proposal 2 -- Current Committees of the Board -- Governance Nominating Committee." OWNERSHIP OF SHARES A list of the name, address and percent ownership of each person who, as of January 9July 25, 20042003, to the knowledge of Company owned 5% or more of any class of the outstanding shares of your Fund can be found at Exhibit E. Q. A list of the name, address and percent ownership of each person who, as of January 9July 25, 20042003, to the knowledge of Buyer owned 5% or more of any class of the outstanding shares of Buying Fund can be found at Exhibit F. R. INDEPENDENT PUBLIC ACCOUNTANTS The Audit Committee audit committee of the Board of Company has appointed PricewaterhouseCoopers LLP (the "PwCAuditor") as Company's independent public accountants for the fiscal year ending December March 31, 2004. The financial statements should be read in conjunction with the disclosure in this Proxy Statement under the heading "Certain Civil Proceedings and Lawsuits." A representative of PwC the Auditor is expected to be available at the Special Meeting and to have the opportunity to make a statement and respond to appropriate questions from the shareholders. The Audit Committee audit committee of the Board has considered whether the provision of the services below is compatible with maintaining PwCthe Auditor's independence. FEES PAID TO THE AUDITOR RELATED TO COMPANY The Audit Committee also has considered whether the provision of non-audit services that were rendered to INVESCO, and any entity controlling, controlled by or under common control with INVESCO that provides ongoing services to Auditor billed Company ("INVESCO Affiliates"), that were not required to be pre-approved pursuant to SEC regulations is compatible with maintaining PwC's independence. A copy consisting of the Audit Committee's Pre-Approval of Audit and Non-Audit Services Policies and Procedures is at Appendix VIII. FEES BILLED BY PWC RELATED TO THE COMPANY PwC billed Company nine separate series portfolios) aggregate fees for professional services rendered to Company for the last two 2003 fiscal years year as follows:

Shareholder Proposals. As Under Delaware corporate law, a general mattershareholder has the right to put any proposal before the shareholders at the annual meeting, your Fund does not hold regular meetings provided that such shareholder complies with the notice provisions in the governing documents. A special meeting may be called by the board of shareholdersdirectors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings. If you wish to submit Under the laws of the Cayman Islands, a shareholder can only put a proposal for consideration before the shareholders at a any general meeting in respect of shareholders of your Fund, you should send such proposal to Company at any matter regarded as “special business” if it is set out in the address set forth on the first page of this Proxy Statement/Prospectus. To be considered for presentation at a meeting of shareholders, Company must receive proposals a reasonable time before proxy materials are prepared for notice calling the meeting. Your proposal All business carried out at a general meeting shall be deemed special with the exception of sanctioning a dividend, the consideration of the accounts, balance sheets, any report of the directors or of the Company’s auditors and the fixing of the remuneration of the Company’s auditors. There is no right to introduce new business in respect of any matter requiring a special resolution at any meeting. A general meeting may be called by the board of directors or any other person authorized to do so in the memorandum and articles of association, but shareholders may be precluded from calling general meetings. General meetings shall also must comply with applicable law. For be convened on the requisition in writing of any shareholder or shareholders entitled to attend and vote at general meetings of the company and to exercise at least a discussion majority of procedures the voting power permitted to be exercised at any such meeting, deposited at the registered office of the Company specifying the objects of the meeting for a date no later than 21 days from the date of deposit of the requisition signed by such shareholders, and if the directors do not convene such meeting for a date not later than 45 days after the date of such deposit, such shareholders themselves may convene the general meeting in the same manner, as nearly as possible, as that you must follow if you want to propose an individual for nomination in which general meetings may be convened by the directors, and all reasonable expenses incurred by such shareholders as a result of the failure of the directors to convene the general meeting shall be reimbursed to them by the Company. As an exempted Cayman Islands company, we are not obliged by law to call shareholders’ annual general meetings. Under Delaware corporate law, a corporation is required to set a minimum quorum of one-third of the issued and outstanding shares for a shareholders meeting. Cayman Islands law permits a company’s articles to have any quorum. See “—Voting rights.” Under Delaware corporate law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits a minority shareholder to cast all the votes to which such shareholder is entitled on a single director, please refer which increases such shareholder’s voting power with respect to electing such director. There are no prohibitions in relation to cumulative voting under the section of this Proxy Statement/Prospectus entitled "Proposal 2 -- Committees laws of the Board -- Governance Committee." OWNERSHIP OF SHARES A list Cayman Islands, but our amended and restated memorandum and articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation. Under Delaware corporate law, unless otherwise specified in the certificate of incorporation or bylaws of a corporation, directors are elected by a plurality of the namevotes of the shares entitled to vote on the election of directors and may be removed with or without cause (or, address and percent ownership with respect to a classified board, only with cause unless the certificate of each person who, as incorporation provides otherwise) by the approval of January 9, 2004, to the knowledge of Company owned 5% or more of any class a majority of the outstanding shares entitled to vote. Similarly, as permitted by the Companies Act and pursuant to our amended and restated memorandum and articles of your Fund association, directors can be found at Exhibit E. A list appointed and removed and/or replaced by written notice delivered to the Company from time to time by shareholders permitted to exercise more than 50% of the namevoting power capable of being exercised at any general meeting. Under Delaware corporate law, address a written consent of the directors must be unanimous to take effect. The position under Cayman Islands law is the same in this regard. Cayman Islands law does not limit the extent to which a company’s memorandum and percent ownership articles of each person whoassociation may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of January 9committing a crime. Our amended and restated memorandum and articles of association provide that our board of directors and officers shall be indemnified from and against all liability which they incur in execution of their duty in their respective offices, 2004except liability incurred by reason of such directors’ or officers’ dishonesty, willful default or fraud. This standard of conduct is generally the same as permitted under Delaware corporate law. The Cayman Islands has a less developed body of securities laws as compared to the United States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United States. ​ The courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the knowledge of Buyer owned 5% or more of any class civil liability provisions of the outstanding shares of Buying Fund can be found at Exhibit F. INDEPENDENT PUBLIC ACCOUNTANTS The Audit Committee federal securities laws of the Board United States or any state, particularly so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of Company judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has appointed PricewaterhouseCoopers LLP ("PwC") as Company's independent public accountants for the fiscal year ending December 31, 2004been given provided certain conditions are met. The financial statements should be read in conjunction with the disclosure in this Proxy Statement under the heading "Certain Civil Proceedings and Lawsuits." A representative of PwC is expected For a foreign judgment to be available at enforced in the Special Meeting Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, such foreign court had proper jurisdiction over the parties subject to have the opportunity to make such judgment as a statement matter of Cayman Islands conflict of law rules, and respond to appropriate questions from the shareholders. The Audit Committee has considered whether the provision must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the services below is compatible with maintaining PwC's independence. The Audit Committee also has considered whether same matter, impeachable on the provision grounds of non-audit services that were rendered fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to INVESCO, and any entity controlling, controlled by natural justice or under common control with INVESCO that provides ongoing services to Company the public policy of the Cayman Islands ("INVESCO Affiliates"), that were not required awards of punitive or multiple damages may well be held to be pre-approved pursuant contrary to SEC regulations is compatible with maintaining PwC's independencepublic policy). A copy of the Audit Committee's Pre-Approval of Audit and Non-Audit Services Policies and Procedures is at Appendix VIII. FEES BILLED BY PWC RELATED TO THE COMPANY PwC billed Company aggregate fees for services rendered to Company for the last two fiscal years as follows:Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Shareholder Proposals. As a general matter, your Fund does not hold regular meetings The By-Laws provide that the Annual Meeting of shareholdersthe Shareholders of the Company will be held on the fourth Monday in April in each year unless otherwise determined by the Board of Directors. If you wish Appropriate proposals of security holders intended to submit a proposal for consideration at a meeting of shareholders of your Fund, you should send such proposal to Company be presented at the address set forth 2002 Annual Meeting must be received by the Company for inclusion in the Company's proxy statement and form of proxy relating to that meeting on or before November 19, 2001. In addition, the first page Company's By-Laws provide that if security holders intend to nominate directors or present proposals at the 2002 Annual Meeting other than through inclusion of this Proxy Statement/Prospectus. To be considered such proposals in the Company's proxy materials for presentation at a meeting of shareholdersthat meeting, then the Company must receive notice of such nominations or proposals a reasonable time before proxy materials are prepared for no earlier than January 23, 2002 and no later than February 22, 2002. If the meetingCompany does not receive notice by that date, then such proposals may not be presented at the 2002 Annual Meeting. Your proposal also must comply with applicable lawHUTTIG BUILDING PRODUCTS, INC. For a discussion of procedures that you must follow if you want to propose an individual for nomination as a director, please refer to the section of this Proxy Statement/Prospectus entitled "Proposal 2 -- Committees of the Board -- Governance Committee." OWNERSHIP OF SHARES A list of the name, address and percent ownership of each person who, as of January 9, 2004, to the knowledge of Company owned 5% or more of any class of the outstanding shares of your Fund can be found at Exhibit E. A list of the name, address and percent ownership of each person who, as of January 9, 2004, to the knowledge of Buyer owned 5% or more of any class of the outstanding shares of Buying Fund can be found at Exhibit F. INDEPENDENT PUBLIC ACCOUNTANTS AUDIT COMMITTEE CHARTER COMPOSITION The Audit Committee shall be comprised of at least three directors, each of whom shall have no relationship to the Company that, in the opinion of the Board of Company has Directors, may interfere with the exercise of their independence from management and the Company. Each Audit Committee member shall be financially literate, and at least one member shall have accounting or related financial management expertise, as such qualifications are interpreted by the Board of Directors in its business judgment. Subject to the annual appointment by the Board of Directors, the Audit Committee shall have the responsibility, authority and specific duties as described below. One of the members shall be appointed PricewaterhouseCoopers LLP ("PwC") Committee Chairman by the other members of the Audit Committee. RESPONSIBILITY The Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities as to accounting policies and financial reporting practices of Huttig Building Products, Inc. and its subsidiaries, the sufficiency of auditing relative thereto and the adequacy and effectiveness of the Company's internal controls. It is to be the Board's principal agent in assuring the independence of the Company's independent public accountants for auditors, the fiscal year ending December 31, 2004. The financial statements should be read in conjunction with integrity of management and the disclosure in this Proxy Statement under the heading "Certain Civil Proceedings and Lawsuits." A representative adequacy of PwC is expected disclosures to be available at the Special Meeting and to have the opportunity to make a statement and respond to appropriate questions from the shareholders. The independent auditors are ultimately accountable to the Board of Directors and the Audit Committee, and the Audit Committee has considered whether and the provision Board of Directors have the services below is compatible with maintaining PwC's independenceultimate authority and responsibility to select, evaluate, and where appropriate, replace the independent auditors or to nominate the independent auditors to be proposed for shareholder approval. The Audit Committee also has considered whether responsibility for reviewing compliance with the provision Company's business ethics and conflict of non-audit services that were rendered interest policies. The Audit Committee is to INVESCOprovide an open avenue of communication among the Board of Directors, the independent auditors, internal auditors, and any entity controllingHuttig Building Products, controlled by or under common control with INVESCO that provides ongoing services Inc. management as their duties relate to Company ("INVESCO Affiliates")accounting, that were not required to be pre-approved pursuant to SEC regulations is compatible with maintaining PwC's independence. A copy of the Audit Committee's Pre-Approval of Audit financial reporting and Non-Audit Services Policies and Procedures is at Appendix VIII. FEES BILLED BY PWC RELATED TO THE COMPANY PwC billed Company aggregate fees for services rendered to Company for the last two fiscal years as follows:controls.